The Directors of your Company have pleasure in presenting herewith the
18th Annual Report of your Company together with the audited accounts
for the Financial Year ended 31st March 2012
1. Financial Performance :
The consolidated and standalone audited financial results for the year
ended 31st March 2012 are as follows:
(Rs. in million)
Particulars Consolidated Standalone
Year Ended Year Ended
31.03.2012 31.03.2011 31.03.2012 31.03.2011
Sales and other
Income 15,224.36 13970.24 10920.37 10617.73
Profit ( )/Loss(-)
Before 1945.30 4083.07 2444.80 4363.05
Provision for Tax 574.74 677.74 555.77 474.37
Net Profit ( )/Loss(-) 1,370.56 3405.33 1889.03 3888.68
Minority interest and 15.2 38.61
equity in earnings/
(losses) in affiliates/ Pre
Net profit for the year 1,355.36 3366.72 1889.03 3888.68
Interim Dividend - 13.20 - -
Proposed Dividend on 45.62 57.59 28.99 57.59
Corporate Tax on 5.57 (0.30) 4.70 (0.29)
Transfer to Debenture 209.39 349.95
Transfer to General 99.45 389.11 94.45 388.87
Based on the Company''s performance, and keeping in view future fund
requirements of the Company, Your Directors have recommended a dividend
of Rs.0.30 per Equity Share (15% on face value of Rs.2/-each) for the
Financial year ended as on 31st March, 2012, which on approval at the
forthcoming Annual General Meeting, will be paid:
(i) to those Equity Shareholders, holding shares in physical form,
whose name appear on the Register of Members of the Company at the
close of business hours on 21st September 2012 after giving effect to
all valid transfers in physical form lodged with the Company or its
Registrar and Share Transfer Agent till 21st September 2012
(ii) to those beneficial owners, holding shares in electronic form,
whose name appear in the statement of beneficial owners furnished by
the Depositories to the Company as at the close of business hours on
21st September 2012
The final dividend on the Equity Shares, if approved by the members
would involve a cash outflow of Rs.41.63 million including dividend tax
for the Financial Year 2011-12 as against total dividend payout of
Rs.66.92 million for the previous year
The register of members and share transfer books will remain closed
from 22nd September 2012 to 26th September 2012 (both days inclusive).
The Annual General meeting of the Company will be held on 26th
3. Transfer to Reserves:
The Company proposes to transfer Rs.94.45 million (Previous year Rs.388.87
million) to the General Reserve out of the amount available for
appropriations. An amount of Rs.9,055.70 million (Previous year Rs.7,294.81
million) has been proposed to be retained in the Profit and Loss
4. Operating Results and Business:
In year 2011-12, Company''s performance was quite satisfactory and has
shown a CAGR over a period of 5 years of 39.1% on consolidated basis
and 32.7% on standalone basis.
We enjoy long-term annuity relationships with both private schools as
well as government customers, ranging from three to five years. Our
revenues are predictable & locked in for three to five years on account
of the contractual nature of our business.
In the smartclass ™ segment, we have added 6114 new customers taking
the total number of schools to 12652 as on March 31, 2012 as compared
to 6538 as on March 31, 2011.
In Edureach (formerly ICT) business segment, we have an ongoing
partnership with twelve state Governments and are catering to 11535
Government schools in various states as on March 31, 2012 as compared
to 10572 Government schools in various states as on March 31, 2011.
On Standalone basis Company''s Total revenue increased to Rs.10,920.37
million as on March 31, 2012 from Rs.10,617.73 million as on March 31,
2011, registering a growth of 2.85%.The profit before tax and after
prior period items stand at Rs.2444.80 million as on March 31, 2012 as
against Rs.4,363.05 million as on March 31, 2011.The profit after tax
stands at Rs.1,889.03 million as on March 31, 2012 as against Rs.3,888.68
million as on March 31, 2011.
On Consolidated basis Company''s Total revenue increased to Rs.15,224.36
million as on March 31, 2012 from Rs.13,970.24 million as on March 31,
2011, registering a growth of 8.98%. The profit before tax and after
prior period items stands at Rs.1,945.30 million as on March 31, 2012 as
against Rs.4,083.07 million as on March 31, 2011. The profit after tax,
minority and pre-acquisition profits stands at Rs.1,355.36 million as on
March 31, 2012 as against Rs.3,366.72 million as on March 31, 2011.
Segmental Performance (Standalone):
The EBIT margins in the School learning solutions (SLS) Segment of the
Company for the year amounted to Rs.4,275.39 million or 40.81% of SLS
revenues as on March 31, 2012 as compared to Rs.5,201.96 million or
52.08% of SLS revenues as on March 31, 2011.
The EBIT margins in the Higher learning solutions (HLS) segment of the
Company for the year amounted to Rs.43.48 million or 32.03% of HLS
revenues as on March 31, 2012 as compared to Rs.48.26 million or 28.57%
of professional development revenue as on March 31, 2011.
The EBIT margins in the K-12 Segment of the Company for the year
amounted to Rs.13.81 million or 97.85% of K-12 segment revenues as on
March 31, 2012 as compared to Rs.8.99 million or 34.37% as on March 31,
The EBIT margins in Online and Retail segment of the Company for the
year amounted to Rs.-19.01 million as on March 31, 2012 as compared to
Rs.-59.48 million of Online and Retail revenues as on March 31, 2011.
Cost of Goods Sold (COGS) has increased to 35.38% of our revenue as on
March 31, 2012 from 26.91% as on March 31, 2011. This increase is on
account of product upgradation and depreciation in rupee.
Personnel expenses have increased to 16.20% of our revenue as on March
31, 2012 from 13.34% as on March 31, 2011. This increase is due to the
fact that our company is growing rapidly.
Administration & other expenses have increased to 13.73% as on March
31, 2012 from 8.61% of our revenue as on March 31, 2011.
Our Profit after tax amounted to Rs.1,889.03 million or 17.30% of revenue
as on March 31, 2012 as compared to Rs.3,888.68 million or 36.62% of
revenue as on March 31, 2011.
5. Changes in Capital Structure :
Authorized Share Capital
Shareholders of the company on 26th July, 2011 by passing special
resolution through postal ballot approved increase in Authorised Share
Capital of the Company.
Authorised Share Capital of the Company is Rs.30,00,00,000/- (Rupees
Thirty crore) divided into 15,00,00,000 (Fifteen crore) equity shares
of Rs.2/- (Rupees Two) each.
Issued and Paid-up Share Capital
During the year under review, the Company allotted 4,84,405 Equity
Shares of face value of Rs.2/- each upon exercise of stock options by the
eligible employees/Directors of the Company/subsidiaries under Employee
Stock Option Scheme 2006.
On 20th April 2011, the Company has allotted 35,129 Equity Shares of
the face value of Rs.2/- each at a premium of Rs.536/- per share on
Preferential Basis under Chapter VII of SEBI (ICDR) Regulations, 2009.
Post 31st March, 2012 & till 13th August 2012, the Company has allotted
5,33,894 Equity Shares of face value of Rs.2/- each upon exercise of
stock options by the eligible employees/Directors of the
Company/subsidiaries under Employee Stock Option Scheme 2006.
Shareholders of the Company through Special Resolution passed in the
Extra Ordinary General Meeting of the Company held on 16th July, 2012
approved Preferential Issue of Equity Shares and Warrants as per the
provisions of Chapter VII of SEBI (ICDR) Regulations, 2009 to Promoter
and Non Promoter Group.
Further the Company has allotted following Equity Shares and Warrants
as per the provisions of Chapter VII of SEBI (ICDR) Regulations, 2009;
(a) 43,04,661 Equity Shares of the face value of Rs.2/- each at premium
of Rs.191.74 to Promoter Group Entity.
(b) 1,85,03,419 Equity Shares of the face value of Rs.2/- each at premium
of Rs.147.16 to Non Promoter Group.
(c) 1,14,79,096 Warrants at Issue price of Rs.193.74 convertible in to
equal number of Equity Shares of the Face Value of Rs.2/- each to
Promoter Group Entity. 25% of the Warrant price have been received and
the balance 75% of the Warrant Price will be payable within a period of
18 months from the date of allotment.
The paid up capital after taking the effect of changes as above, stood
at Rs.23,88,11,808/- consisting of 119,405,904 shares of the face value
of Rs.2/- each as on 13th August 2011.
6. Foreign Currency Convertible Bonds
US$ 80 Million Zero Coupon Foreign Currency Convertible Bonds
Post Balance Sheet date the Company has redeemed outstanding US$ 78.5
Million Zero Coupon FCCBs at 141.087 redemption premium of principal
amount on July 26, 2012. Out of US$ 80 Million Zero Coupon FCCBs raised
in Financial Year 2007-08 for 5 years US$ 1.5 million Zero coupon FCCBs
were converted in to 20,710 Equity shares of Rs.10/- each in the F.Y
US$ 10 Million Zero Coupon Foreign Currency Convertible Bonds
Post Balance Sheet date the Company has raised US$ 10 million, Zero
Coupon Foreign Currency Convertible Bonds for redemption of outstanding
FCCB. The Bond holders, as per the agreement, have the option to
convert these bonds into equity shares, at a price of Rs.188.62 per share
with in 5 years and 1 day from the date of disbursement. The FCCB is
redeemable at a premium of 34.07 % on principal after 5 year and 1 day.
The FCCB has been raised for purposes of redemption of existing FCCB.
7. 13.5% Secured, Redeemable, Non-Convertible Debentures & External
The Company on 24th May, 2012 has allotted 350, 13.5% Secured Non-
Convertible Debentures of the face value of Rs.10,00,000/- each
aggregating to Rs.35 crore Above mentioned Debentures are issued in DEMAT
form and are listed on Bombay Stock Exchange Limited.
Further Company on 20th July, 2012 has allotted 100, 13.25% Secured
Non-Convertible Debentures of the face value of Rs.10,00,000/- each
aggregating to Rs.10 crore.
External Commercial Borrowings
After Balance sheet date, the Company has raised US$ 70 million through
External Commercial Borrowing (ECB) comprising US$ 30 million from
International Financial Corporation (IFC) a member of the World Bank
Group and US$ 40 million from Société De Promotion Et De Participation
Pour La Coopération Économique (PROPARCO), a French development
financial institution. The ECB has a term of 8.5 years with a 3 years
moratorium and the coupon rate is LIBOR 4.5%. The ECB has been raised
for purposes of redemption of existing FCCB.
8. Subsidiaries/Joint Venture/Associates of the Company:
As on March 31, 2012, Company had 52 Subsidiaries, 2 Joint ventures
having 3 Subsidiaries & 1 Associates. During the Year the Company has
sold its stake in Zeebo Interactive Studio Pvt Ltd.
9. Particulars required as per section 212 of the Companies Act, 1956:
Ministry of Corporate Affairs, vide its circular dated February 8, 2011
has granted general exemption from attaching the Balance Sheet, Profit
and Loss Account and other documents of the subsidiary companies with
the Balance Sheet of the Company.
Board of Directors of the company in its meeting held on 30th May 2012
consented for not attaching the balance sheet of the subsidiary
companies. A statement containing brief financial details of the
Company''s subsidiaries for the financial year ended March 31, 2012 is
included in the Annual Report. The annual accounts of these
subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies. The Company shall
furnish a copy of details of annual accounts of subsidiaries to any
member on demand.
Further the annual report of the Company contains the consolidated
audited financial statements prepared, pursuant to Clause 41 of The
Listing Agreement entered into with the stock exchanges and prepared in
accordance with the accounting standards notified by Ministry of
Corporate Affairs under Accounting Standard Rules 2006.The financial
data of the subsidiaries has been furnished along with the statement
pursuant to Section 212 of the Companies Act, 1956 forming part of the
Board of Directors of Educomp Solutions Limited comprises of two
Executive Promoter Directors namely Mr. Shantanu Prakash, Chairman cum
Managing Director and Mr. Jagdish Prakash, Whole Time Director and five
Independent Non-Executive Directors, namely Mr. Shonu Chandra, Mr.
Sankalp Srivastva, Mr. Gopal Jain. Dr. Shayama Chona and Mr. Rajiv
On 26th July, 2012 Mr. Manav Saraf was appointed as additional
directors by the Board in the category of Non Independent
Non-Executive. Mr. Gopa Jain has resigned from the Board with effect
from 27th July, 2012.
Mr. Manav Saraf will hold office of the Additional Director up to the
date of the ensuing Annual General Meeting. Board proposes to
regularize him as Director in the forthcoming Annual General Meeting.
As per section 255 and 256 of the Companies Act, 1956 Dr. Shayama
Chona, and Mr. Shonu Chandra are the Directors liable to retire by
rotation and further being eligible, offers themselves for
re-appointment at the ensuing Annual General Meeting. Board recommends
their re-appointment for your approval.
The brief resume and other details relating to the directors, who are
to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of
the Listing Agreement, are furnished in the Notice of AGM forming part
of the Annual Report.
The Company also has Audit Committee which is constituted as per
requirement of Section 292A of the Companies Act, 1956 and Clause 49 of
Listing Agreement. Audit Committee has 4 members out of which 3 are
Non-Executive Independent Directors and one is Executive Director.
Chairman of Audit Committee is Independent Non-Executive Director.
After resignation of Mr. Gopal Jain w.e.f. 27-07-2012 he ceases to be
the member of the Audit Committee.
11. Statutory Disclosures:
None of the Directors of your Company is disqualified as per provision
of section 274(1)(g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures, as required under various
provisions of the Act and Clause 49 of the Listing Agreement.
12. Human Resource Management:
Educomp is an equal opportunity employer with total employee strength
of 16,609 as on March 31, 2012 as compared to 13,917 as on March 31,
Educomp''s HR policies and processes are aligned to effectively drive
its expanding business and making inroads into emerging opportunities.
The Company has a suitable recruitment and human resource management
process, which enables us to attract and retain high caliber employees.
Company has created incentive driven remuneration policies which act as
an effective retention tool.
13. Directors Responsibility statement:
In pursuance of provisions of Section 217(2AA), we hereby confirm that:
1) That in the preparation of the Annual Accounts for the period ended
as on 31st March 2012, the applicable Accounting Standards have been
followed and no material departure has been identified.
2) Accounting Policies have been consistently applied in a reasonable
and prudent manner so as to give true and fair view of the state of
affairs of the Company for the financial year ending 31st March 2012
and of the Profit and Loss Account for the financial year ending as on
31st March 2012
3) Proper and sufficient care has been taken for the maintenance of
adequate records in accordance with the applicable provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4) The Annual Accounts for the Financial Year ended on 31st March 2012
have been prepared on the going concern basis.
14. Auditors & Auditors'' Report:
M /s Anupam Bansal & Co, Chartered Accountants & M/s. Haribhakti & Co.,
Chartered Accountants Joint statutory auditors of the Company, will
retire at the conclusion of the ensuing Annual General Meeting of the
Company. M/s Anupam Bansal & Co, Chartered Accountants has shown his
unwillingness for reappointment as Statutory Auditor. M/s. Haribhakti &
Co., Chartered Accountants being eligible have expressed their
willingness for appointment as statutory auditors of the company and
have confirmed that appointment, if made, will be within the prescribed
limits under Section 224 (1B) of the Companies Act, 1956.
The notes on accounts referred to in the auditors'' report are self-
explanatory and therefore don''t call for any further comments by the
Board of directors.
There are no qualifications or adverse remarks in the Auditors'' Report
which require any clarification or explanation.
15. Share Registration Activity:
Company has appointed LINK INTIME INDIA PRIVATE LIMITED a category-I
Registrar and Share Transfer Agent reregistered with SEBI to handle the
work related to Share Registry.
16. Consolidated Financial Statements:
As required under the Listing Agreements with the Stock Exchanges
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The consolidated Financial statements have
been prepared in accordance with Accounting standard 21 ,Accounting
standard 23 and Accounting standard 27 issued by The Institute of
Chartered Accountants of India and showing the financial resources,
assets, liabilities, income, profits and other details of the Company
and its subsidiaries as a single entity, after elimination of minority
17. Listing of Shares:
The Equity Shares of your Company are listed on National Stock Exchange
of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The
Listing fee for the year 2012-13 has already been paid to BSE and NSE.
19. Quality Initiatives:
Reinforcing its commitment to high levels of quality, a ISO 9001:2008
Certification was awarded in application of ICT (Information and
Communication Technology) related to computer- aided learning, training
and computer literacy projects in schools.
20. Conservation of energy, technology absorption, adoption and
Innovation, foreign exchange earnings and outgo:
The particulars are prescribed under section 217(1) (e) of the
companies Act, 1956, read with the Companies (Disclosure of particulars
in the report of Board of Director s) Rules, 1988 are set out in an
Annexure A attached to this report.
21. Ratings, Awards, Achievements & Recognitions: Ratings
Credit Analysis & Research Ltd, or CARE, has revised/affirmed the
following ratings in relation to our long term and short term financing
Long term facilities: Revised ''CARE A'' (Single A) rating to ''CARE A ''
(Single A Plus) to our long term facilities i.e. facilities having
tenure of more than one year, aggregating to Rs.382.70 crore.
Short term facilities : Revised CARE A1 ( A One) to CARE A1 ( A One )
to our short term facilities i.e. facilities having tenure of less than
one year, aggregating to Rs.410 crore.
Commercial Paper : Reaffirmed CARE A1 ( A One) for the CP Issue for
Rs.100 crore. Reaffirmed CARE A1 ( A One ) for the CP Issue for Rs.80
crore (carved out of working capital issues).
In September 2010, Fitch, Inc. assigned us a long-term issuer rating of
''A (ind)'' and an ''F1'' rating for both our short-term debt and working
Dun & Bradstreet assigned a 5A1 rating to us. The rating comprises two
parts, a rating of our financial strength (5A) and a rating based on a
composite credit appraisal (1). The former is an indication of our
tangible net worth whilst the latter is linked to the level of risk in
our business and is an overall evaluation of creditworthiness. The 5A1
rating, in summary, reflects that we have a tangible net worth in
excess of Rs.645,950,000 and that the overall creditworthiness is high.
Awards, Achievements & Recognitions:
Educomp Solutions won three prestigious awards - Best Education
Company to work with, Best Innovative K 12 School and Best
Education Webinar Series at the Indian Education Awards (IEA) 2012 at
a glittering ceremony on 28th April 2012. In March 2012 Business Today
featured Educomp is one of the Top 10 best companies to work for in
2011 in its - People Strong Best Companies to Work For, study.
Educomp featured in Asia''s ''Best under a billion'' list released by
Forbes Asia (15-Sep-2011). Educomp is among the 35 Indian companies who
have made the mark. In its definitive Ranking of India''s Biggest
Companies, Business World (October 24, 2011), chose Educomp in 2 of its
lists of top 500 biggest companies in India. Educomp features in top
500 non financial companies with a rank of 217. We are also ranked 39th
of the top 500 in the list of The Biggest Employers. Shantanu Prakash
our Managing Director & CEO was conferred with the prestigious Wisitex
International Shiksha Ratna of the Decade Award 2011 (14-Sep-2011).
Malgosia Green who heads our Learnhub business was named one of the 20
Young Women in Power by Canadian Business Magazine (30-Aug-2011).
Our JRE Business School was selected as ''Asia''s Promising Business
Schools'' by World Brand Congress in Singapore from amongst B-schools of
29 countries on 22nd July 2011. Educomp and its associate companies won
the highest number of awards at the 2011 edition of the prestigious
World Education Awards held on 14th July. Among the awards bagged by
Educomp were Best Public Choice Award for Innovation in Teaching
Pedagogy bagged by Educomp R&D for EFES (Empowering Facilitators with
Effective Strategies); Best Public Choice Award for Learning Initiative
of the Year bagged by Educonnect: Language Connects (Educomp- IndiaCan
English Speaking Program), and AuthorGen Technologies (an Educomp
subsidiary) won the Best Public Choice Award for Innovation in Open &
Distance Learning. On 5th July 2011, Sangeeta Gulati, CFO of Educomp
received the prestigious Business Today Best CFO award in the category
''Sustained Wealth Creation (mid size)'' from Finance Minister, Mr.
Pranab Mukherjee. Educomp was conferred with Excellence Award by
Institute of Economic Studies on 30th June 2011 and Soumya Kanti,
President of Edureach (PPP & ICT Division of Educomp) was awarded the
Udyog Rattan Award. Franchise India presented Entrepreneur of the
Year award to Educomp CEO, Mr. Shantanu Prakash in April 2011. The
awards were organized by: Indian Education Awards 2011 to recognize
and acknowledge the initiatives and achievements of certain individuals
and institutions that have contributed significantly towards the growth
of the education sector in India in the recent times. Dare Magazine in
its April 2011 issue chose Shantanu in its list of Inspiring 50
Entrepreneurs – 2011 because Shantanu Prakash, founder of Educomp, is
the man who is responsible for bringing the much-awaited change in the
Indian education system. In March 2011 Shantanu Prakash, won the
prestigious ET Now ''Leap of Faith'' Award in the category of Education.
22. Report on Corporate Governance and Management Discussion &
Committed to good corporate governance practices, your company fully
conform to standards set out by SEBI and other regulatory authorities
and has implemented and complied with all of its major stipulations. As
per clause 49 of the Listing Agreement, a report on Corporate
Governance along with Compliance Certificate from the Practicing
Company Secretary and Management Discussion and Analysis Report are
annexed and forms part of this Annual Report.
23. Code of Conduct:
As per Clause 49 (I) (D), the Board of the Company has laid down Code
of Conduct for all the Board members of the Company and Senior
Management as well and the same has been posted on Website of the
Company. Annual Compliance Report for the year ended 31st March 2012
has been received from all the Board members and senior management of
the Company regarding the compliance of all the provisions of Code of
Conduct. Declaration regarding compliance by Board members and senior
management personnel with the Company''s Code of Conduct is hereby
attached as annexure to this report.
24. Notes to Accounts:
They are self-explanatory and do not require any explanations.
25. Particulars of employees:
In Terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies(Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Director''s Report.
Pursuant to intimation from the Promoters, the names of the Promoters
and entities comprising ''Group'' are disclosed in the Annual Report for
the purpose of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
27. Public Deposits:
During the year, The Company has not accepted any deposits within the
meaning of the provisions of Section 58A of the Companies Act, 1956.
28. Employees Stock Option Schemes (ESOPs)
The exponential growth of the Company has, in large measure, been
possible owing to the wholehearted support, commitment and teamwork of
its personnel. Accordingly, the Company has introduced ESOP-2006,
ESOP-2007 , ESOP-2008, ESOP-2010 and ESOP-2011 for its employees and
employees of its subsidiary companies.
The details of options granted under ESOP-2006, ESOP-2007, ESOP – 2008,
ESOP – 2010 and ESOP – 2011 is attached as Annexure B,
Post 31st March 2012, Pursuant to shareholders resolution dated 16th
July 2012, Company has implemented ESOP Scheme 2012 and the
remuneration committee of Board of Directors of the Company has granted
2600000 Stock Options Employees / Director of the Company and its
Subsidiaries under ESOP Scheme 2012
A certificate from Statutory Auditors, with respect to the
implementation of the Company Employee''s Stock Option schemes, would be
placed before the shareholders at the ensuing Annual General Meeting,
and a copy of the same shall be available for inspection at the
registered office of the Company.
29. Disclosure Pursuant To Clause 5A of Listing Agreement
Pursuant to insertion of clause 5A in listing Agreement as per SEB
notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 the
details in respect of the shares lying in the suspense account till
March 31, 2012 is as under.
Description No. of Cases No. of Shares
1. Aggregate number of shareholders 3 750
and the outstanding shares
in the initiation of suspense
2. Number of shareholders who 0 0
approached the Company for transfer
of shares from suspense account
during the year 2011-12
3. Number of shareholders to whom 0 0
shares were transferred from suspense
account during the year 2011-12
aggregate number of shareholders and 3 750
the outstanding shares in the suspense
account lying as on March 31, 2012
All the unclaimed shares are being credited to a DEMAT suspense account
and all the corporate benefits in terms of securities, accruing to on
these unclaimed shares shall be credited to such account. Voting rights
on these shares shall remain frozen till the rightful owner of such
shares claims the shares.
30. Corporate Governance:
The Company has always been committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate Governance
requirements as set out by Statutory Bodies.
With a view to strengthening the Corporate Governance framework, the
Ministry of Corporate Affairs has incorporated certain provisions in
the Companies Bill 2009. The Ministry has issued a set of voluntary
guidelines in the second half of December 2009 for adoption by the
companies. The Guidelines broadly outline conditions for appointment
of directors (including independent directors), guiding principles to
remunerate directors, responsibilities of the Board, risk management,
the enhanced role of Audit Committee, rotation of audit partners and
firms and conduct of secretarial audit. Your company is already by and
large complying with the voluntary guidelines Corporate Governance
various requirements, it has initiated appropriate action for
Your Directors wish to place on record their appreciation for the
Co-operation and support received from the Government and Semi-
Your Directors are also thankful to all the bankers and financial
institutions for their support to the Company. The Board places on
record its appreciation for continued support provided by the esteemed
customers, suppliers, consultants and shareholders.
The directors also acknowledge the hard work, dedication and commitment
of the employees of the Company and its subsidiaries. The enthusiasm
and unstinting efforts of the employees have enabled the Company to
continue being a leading player in the Education field.
For and on Behalf of the Board of Directors
Place : Gurgaon (Shantanu Prakash)
Date : 13th August, 2012 Chairman & Managing Director