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Educomp Solutions Directors Report, Educomp Sol Reports by Directors

Educomp Solutions

BSE: 532696  |  NSE: EDUCOMP  |  ISIN: INE216H01027  |  Computers - Software - Training

Explore Educomp Sol connections « Mar 07
Directors Report Year End : Mar '08
The behalf of the Board of Directors of your Company, it is my privilege
 to present the Fourteenth Annual Report and Audited Statement of
 Accounts for the Financial Year ended 31st March, 2008 together with
 Auditors Report thereon.
 
 1.  Financial results:
 
 The Performance of the Company’s Financial Conditions and Results of
 operations are summarized as below:
 
 Particulars                                      Financial Results for
                                                      the year as at
                                                   March 31,   March 31,
                                                      2008        2007
 
 Turnover & Other Income                           2,769.03    1,121.72
 Profit Before Depreciation,
 Tax & interest & Misc.
 expenditure                                       1,394.97      557.12
 Less: Depreciation                                  322.95       93.93
 Less: Finance charges                                41.89       13.29
 Less: Miscellaneous
 Expenditure                                           0.20        0.20
 Profit before tax                                 1,029.93      449.70
 Provision for Tax
 Current tax                                         167.56      116.93
 Deferred Tax                                        156.00       43.15
 Fringe Benefit Tax                                    5.79        3.11
 Profit after Tax before prior
 period expenses                                     700.58      286.51
 Profit after Tax & after Prior
 Period expenses                                     700.61      285.84
 Appropriations
 Proposed Dividend on Equity shares                   43.20       33.08
 Tax on Dividend                                       7.34        5.62
 Transfer to General Reserve                          70.06       21.44
 Balance carried to Balance Sheet                   1034.58      454.57
 
 Results of operations:
 
 Total revenue increased to Rs. 2,769.03 millions as on March 31, 2008
 from Rs. 1,121.72 millions as on March 31, 2007 registering a growth of
 146.86%.
 
 The profit before tax and after prior period items increased to Rs.
 1,029.96 millions (39.30% of Net Sales) as on March 31, 2008 from Rs.
 449.03 millions (42.13 % of Net Sales) as on March 31, 2007.
 
 The profit after tax & prior period items increased to Rs. 700.61
 millions (26.73% of Net Sales) as on March 31, 2008 from Rs. 285.84
 millions (26.82% of Net Sales) as on March 31, 2007.
 
 Appropriations:
 
 Dividend:
 
 The Director’s have recommended a final dividend of Rs. 2.50 per Equity
 Share (25% on par value of Rs. 10/-) for the Financial year ended as on
 31st March, 2008, which on approval at the forthcoming Annual General
 Meeting, will be paid to all those Equity Shareholders whose names
 appear in the Register of Members as on 27th June, 2008.
 
 The total proposed dividend amount shall be Rs. 50.54 millions,
 including the dividend tax, for the Financial Year 2007-08 as against
 total dividend payout Rs. 40.30 millions for the previous year.
 Dividend (including dividend tax) as a percentage of profit after tax &
 prior period items is 7.21% as on March 31, 2008 as compared to 14.10%
 as on March 31, 2007.
 
 The register of members and share transfer books will remain closed
 from 28th June, 2008 to 7th July, 2008, both days inclusive. The Annual
 General meeting of the Company will be held on 7th July, 2008.
 
 Transfer to Reserves:
 
 The Company proposes to transfer Rs.70.06 millions (Previous year Rs.
 21.44 millions) to the General Reserve out of the amount available for
 appropriations.  An amount of Rs 1034.58 millions (Previous year Rs.
 454.57 millions) has been proposed to be retained in the Profit and
 Loss Account.
 
 2.  Changes in paid-up share Capital:
 
 During the year, following were the changes in paid-up share capital:
 
 Allotment of 12,40,750 Equity shares of Rs. 10/- each, fully paid-up at
 a premium of Rs. 890/- per share on conversion of $ 24.5 million 1%
 Foreign Currency Convertible Bonds.
 
 Allotment of 20,710 Equity shares of Rs. 10/- each, fully-paid up at a
 premium of Rs. 2939.83/- per share on conversion of $ 1.5 million Zero
 coupon Foreign Currency Convertible Bonds.
 
 The paid-up capital after taking the effect of changes as above, stood
 at Rs.17,24, 65,640/- as on March 31, 2008 as against Rs.15,98,51,040/-
 as on March 31, 2007.
 
 Post 31st March, 2008 & till 2nd June, 2008, Company has allotted
 32,020 Equity Shares of Rs. 10/- each , fully paid-up at a premium of
 Rs. 115/- per equity share to the eligible employees of the
 Company/Subsidiaries pursuant to exercise of Stock Options under ESOP
 Scheme 2006. The paid-up capital after taking the effect of changes as
 above, stood at Rs.17,27,85,840 as on 2nd June 2008.
 
 Company is proposing to issue GDR upto $ 250 mn for investment in
 Educomp Infrastructure Private Limited and Educomp School Management
 Limited, for its K-12 initiatives, potential strategic acquisitions/
 joint ventures, Capex cost requirement for ICT and Smart Class for FY
 2010, Higher Education Initiatives/ vocational studies and other
 purposes as per applicable guidelines issued by RBI and Government of
 India.
 
 3.  Foreign Currency Convertible Bonds
 
 US$ 80 Million Zero Coupon Foreign Currency Convertible Bonds
 
 During the year, the Company issued at par 5-year, Zero Coupon Foreign
 Currency Convertible Bonds (FCCB) at an exercise price of Rs. 2949.83
 per share aggregating to US $ 80 million (Rs. 3,237.60 million as on
 the date of issue) for financing overseas acquisition, capital
 expenditure and other expenditure as per RBI regulation. As per terms
 and conditions of the Offering Circular issued by the Company for FCCB,
 the Bond are convertible by holders of the Bonds (the “Bondholders”)
 into fully paid equity shares of the Company with full voting rights
 with par value Rs. 10 per share of the Company (the “Shares”) at any
 time on or after 4th September, 2007 (or such earlier date as is
 notified to the Bondholders by the Company) and prior to the close of
 business on 19th July, 2012, unless previously redeemed, converted or
 repurchased and cancelled.
 
 The Bonds may be redeemed in cash in whole, but not in part, at their
 Early Redemption Amount, at the option of the Company at any time on or
 after 25th July, 2009 and on and prior to 19th July, 2012, subject to
 satisfaction of certain conditions. These bonds are redeemable at
 141.087% of the principal amount on July 26, 2012 unless previously
 converted, redeemed or purchased and cancelled.
 
 The Company has incurred an expenditure of Rs. 55.05 millions towards
 issue expenses of these bonds. These expenses have been charged to
 securities premium account as provided under Section 78 of the
 Companies Act, 1956.
 
 Out of the proceeds of the bond issue, Rs. 2207.57 million (equivalent
 to US$ 55.04 million) is lying in fixed deposits at March 31, 2008 in
 foreign currency with State Bank of India, London.
 
 US$ 25 Million 1% Foreign Currency Convertible Bonds
 
 In 2006, the Company had issued at par 5-year, 1% Foreign Currency
 Convertible Bonds (FCCB) aggregating to US $ 25 million (Rs. 1135.25
 million as on the date of issue) for financing overseas acquisition,
 capital expenditure and other expenditure as per RBI regulation. All
 outstanding 1% Foreign Currency Convertible Bonds (FCCB) aggregating to
 US $ 24.5 million have been converted into equity shares during the
 year leading to the capital base by 1240750 Equity Shares and all the
 proceeds out of US$ 25 million bonds have been utilized as on
 31.03.2008 as per the terms of the offering of FCCB.
 
 4.  Operating Results and Business :
 
 The Company’s performance over the years has shown a consistent and
 upward trend. The Profit Before Depreciation, Tax & Interest & Misc.
 expenditure (operating profit) increased by Rs. 837.85 million to Rs.
 1394.97 million (50.38% of revenues) as on March 31, 2008 from Rs.
 557.12 million (49.67% of revenues) as on March 31, 2007.
 
 Segmental Performance :
 
 The gross margins in the Smart Class ™ Segment of the Company for the
 year amounted to Rs. 741.24 million or 58.01% of Smart Class ™ revenue
 as on March 31, 2008 as compared to Rs. 270.60 Million or 58.09% of
 Smart Class ™ revenue as on March 31, 2007.
 
 The gross margins in the Instructional & Computing Technology (ICT)
 Segment of the Company for the year amounted to Rs. 272.83 million or
 29.23% of ICT revenue as on March 31, 2008 as compared to Rs. 98.12
 million or 32.52% of ICT revenue as on March 31, 2007.
 
 The gross margins in the Professional Development segment of the
 Company for the year amounted to Rs.156.72 million or 61.15% of
 professional development revenue as on March 31, 2008 as compared to
 Rs. 105.08 million or 59.91% of professional development revenue as on
 March 31, 2007.
 
 The gross margins in Retail and Consulting segment of the Company for
 the year amounted to Rs. 86.68 million or 56.43% of Retail and
 consulting revenue as on March 31, 2008 as compared to Rs. 58.01
 million or 47.24% of Retail and consulting revenue as on March 31,
 2007.
 
 Expenditure:
 
 Personnel expenses have increased from 9.37% of our revenue to 12.23%
 as on March 31, 2008. This increase is due to employee stock option
 compensation cost amounting to Rs.82.72 million (2.99% of total
 revenue) charged to Profit and Loss Account.
 
 Administration and other expenses have decreased from 13.84% of our
 revenue to 8.60% as on March 31, 2008.
 
 We have benefited due to economies of scale and our net profits after
 tax for the year has registered a growth of 145.11%. Our Profit after
 tax amounted to Rs. 700.61 million or 25.30% of revenue as on March 31,
 2008 as compared to Rs. 285.84 million or 25.48% of revenue as on March
 31, 2007.
 
 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 and locked in for three to five years on
 account of the contractual nature of our business. In the Smart Class ™
 segment, we have added 602 new customers taking the total number of
 schools to 933 as on March 31, 2008 as compared to 331 as on March 31,
 2007.
 
 In our ICT business segment, we have an ongoing partnership with Nine
 State Governments and are catering to over 6004 Government schools in
 various States as on March 31, 2008.
 
 5.  Subsidiaries of the Company:
 
 The Company has seventeen subsidiaries, one associate and two planned
 joint ventures (see details below). The subsidiaries focus mainly on
 providing services and products directly to the individual consumer as
 part of the Company’s Direct initiatives. In Fiscal 2008, Direct
 Initiatives contributes 14.09% of the total consolidated revenues of
 Educomp. The diagram below sets out the corporate structure of the
 Educomp:
 
 The following table provides summary details on the above-mentioned
 subsidiaries:
 
 Name and Country of              Registered Address
 Incorporation
 Directly Held
 
 Edumatics Inc. -U.S.A.          1655, Mesa Verde Av.,
                                 Suite 120, Ventura,
                                 CA-93003, U.S.A.
 
 Educomp Learning                No. # 6, 80 Feet Road,
 Private Limited -India          4th Block  Koramangala,
                                 Bangalore  560034, India.
 
 Wheitstone Productions          No 71/5, IV, Main Road,
 Private Limited -India          Gandhinagar, Adyar,
                                 Chennai 600020, India.
 
 Ownership                       Principal Activities
                                 Interest
 
 100%                            Flagship vehicle for expansion in
                                 the U.S. market by offering
                                 Smart Class and e-learning
                                 joint development initiatives.
 
 51%                             Production and content
                                 development arm of the Company
                                 with special emphasis on
                                 production of 2D/ 3D digitized
                                 multimedia content.
 
 51%                             The main business of WPPL is the
                                 production of periodicals and
                                 children magazines.
 
 Name and Country of             Registered Address
                                 Incorporation
 
 Educomp Infrastructure          1211, Padma Tower I,
 
 Private Limited -India          Rajendra Place,
                                 New Delhi-110 008, India.
 
 Educomp School                  802, Padma Tower I,
 
 Management Limited              Rajendra Place,
 India                           New Delhi-110 008, India.
 
 Educomp Professional            Plot No. 514, Udyog Vihar
 
 Education Limited - India       Phase III, Gurgaon, India.
 
 Educomp Software                1210, Padma Tower I,
 
 Limited - India                 Rajendra Place,
                                 New Delhi-110008, India.
 
 Educomp Asia Pacific            80 Raffles Place,
 
 Pte. Ltd. - Singapore           26-05 UOB Plaza 1,
                                 Singapore 048624.
 
 ThreeBrix E- services           A-5, Gulmohar Park,
 Private Limited - India         New Delhi-49, India.
 
 AuthorGen Technologies          SCO 167-168, Sector 8-C,
 Private Limited -India          Chandigarh, India.
                                 Indirectly Held
 
 ASKnLearn Pte. Limited          10 Science Park Road,
 Singapore                       #03-13 The Alpha,
 
                                 Singapore Science Part II,
                                 Singapore 117 684.
 
 Singapore Learning .com         10 Science Park Road,
 Pte. Ltd –Singapore            #03-13 The Alpha,
 
                                 Singapore Science Part II,
                                 Singapore 117 684.
 
 Pave Education Pte Ltd          10 Science Park Road,
 Singapore                      #03-13 The Alpha,
                                 Singapore Science Part II,
                                 Singapore 117 684.
 
 Ownership                       Principal Activities
 
 Interest
 69.38%                          EduInfra is responsible for
                                 constructing and establishing K-12
                                 schools in India.
 
 68.00%                          Edu Manage provides specialized
                                 IP including curriculum books and
                                 school management services.
 
 100%                            EPEL was incorporated to run
                                 professional education and higher
                                 education courses.
 
 100%                            Edu Soft was incorporated to set
                                 up a content development unit at
                                 Parwanoo, Himachal Pradesh to
                                 take advantage of tax benefits
                                 available in that region.
 
 100%                           It was created as an SPV to
                                facilitate the leveraged buy-out
                                transaction of ASKnLearnTM.
 
 76.00%                         ThreeBrix provides online and
                                offline tutoring services.
 
 55.05%                         Acquired in Fiscal 2007 to enable
                                the Company to leverage and
                                consolidate its position in online
                                tutoring by providing it with access
                                to key technology competence
                                and student teacher marketplace
                                models.
 
 100% (by Edu Asia,             ASKnLearn was acquired to
 which is wholly                enable the Company to leverage its
 owned by Educomp)              multimedia content repository in the
                                APAC region.
 
 100% (by                       A one-stop learning portal for parents
 ASKn Learn,                    and students and an e-shop for
 which is wholly                educational products.
                                owned by
 
 Edu Asia, which
 is wholly owned
 by Educomp)
 100% (by                       Pave offers IT courses, multimedia
 ASKnLearn )                    language enrichment courses and
                                e-learning services to schools.
 
 Name and Country of                Registered Address
 Incorporation
 
 Wiz Learn Pte Ltd                 10 Science Park Road,
 Singapore                        #03-13 The Alpha,
                                   Singapore Science Part II,
                                   Singapore 117684.
 
 Educomp Infrastructure            1211, Padma Tower I,
 
 Services Private Limited-         Rajendra Place,
 India                             New Delhi-110008, India.
 
 Sikhya Solutions LLC.-            9220, Fairbanks, Suite 205,
 U.S.A.                            Raleigh, North Caroline 
                                   27613, U.S.A.
 
 Learning.com, U.S.A.              1620 SW Taylor Street,
                                   Suite 100, Portland Oregon
                                   97205, U.S.A.
 
 Ownership                         Principal Activities
 Interest
 100% (by                          Offers programmes to manage and
 ASKn Learn)                       support teaching, learning and
                                   courseware management over the
                                   internet.
 
 100% (by Educomp                  The Company was incorporated to
 Infrastructure,                   cater specific projects under
 which is 69.38%                   Educomp Infrastructure Private
 owned by Educomp)                 Limited.
 
 100% (by                          Marketing office of AuthorGen in the
 AuthorGen)                        U.S.
 
 51% (by Educomp                   Learning.com is a premier provider of
 Asia Pacific, which               web-delivered curriculum and
 is wholly owned by                assessment in the U.S. The
 Educomp)                          investment in Learning.com enables
                                   the Company to leverage its
                                   multimedia content repository in the
                                   U.S.
 
 On 27 May, 2008, the Company and Raffles Education Corp, the largest
 private education group in the APAC region, announced plans to form two
 strategic joint ventures. The first, in India, will be in respect of
 higher and professional education initiatives, whilst the second, in
 China, will be aimed at expanding the geographical scope of the
 Company’s K-12 online initiatives.
 
 6.  Particulars required as per Section 212 of the Companies Act, 1956
 :
 
 The Company has filed the necessary application for the approval of
 Ministry of Corporate Affairs, Government of India dispensing with the
 requirements to attach various documents in respect of subsidiary
 companies, as set out in sub-section (1) of Section 212 of the
 Companies Act, 1956, and approval thereof is expected very shortly.
 Accordingly, the Balance Sheet, Profit & Loss Account and other
 documents of the subsidiaries of the Company are not being attached
 with the Balance Sheet of the Company. A statement containing brief
 financial details of the Company’s subsidiaries for the year ended as
 on March 31, 2008 is included in the Annual Report. The Company will
 make available the audited annual accounts and related information of
 the subsidiary companies, where applicable, upon request to any member
 of the Company. These documents will also be available for inspection
 during business hours at our Registered Office and respective offices
 of subsidiaries.
 
 7.  Directors:
 
 Board of Directors of Educomp Solutions Limited comprises of
 Chairman-cum-Managing Director, Mr. Shantanu Prakash and four
 Directors, namely Mr. Shonu Chandra, Mr. Sankalp Srivastava, Mr.
 Jagdish Prakash and Mr. Gopal Jain. During the year, Mr. Anjan Dutta
 has resigned from the Board of Directors of the Company on 29th
 January, 2008.
 
 As per Section 255 and 256 of the Companies Act, 1956 Mr. Shonu Chandra
 is liable to retire by rotation and, being eligible, he offers himself
 for re-appointment at the ensuing Annual General Meeting. Brief resume
 of Mr. Shonu Chandra is provided elsewhere in the annual report as
 stipulated under clause 49 of the listing agreement with the Stock
 Exchanges.
 
 8.  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.
 
 9.  Human Resource Management :
 
 Educomp is an equal opportunity employer with total employee strength
 of 3955 as on March 31, 2008 as compared to 1422 as on March 31, 2007.
 The attrition rate of the Company stands at 3.03% as on March 31, 2008.
 
 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.
 
 10.  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 2008, 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 2008
 and of the Profit and Loss Account for the Financial Year ending as on
 31st March, 2008.
 
 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 have been prepared on the going concern basis.
 
 11.  Auditors & Auditors’ Report :
 
 M/s Anupam Bansal & Co., Chartered Accountants, the Statutory Auditors
 of the Company, hold office, in accordance with the provisions of the
 Companies Act, 1956, until the conclusion of the forthcoming Annual
 general Meeting and are eligible for re-appointment.
 
 The Company has received letter from Auditors to the effect that their
 appointment, if made, would be in accordance with Section 224 (1B) of
 the Companies Act, 1956 and that they are not disqualified for such
 reappointment within the meaning of Section 226 of the said act.
 
 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.
 
 12.  Share Registration activity:
 
 Company has appointed “INTIME SPECTRUM REGISTRY LIMITED” a category-I
 Registrar and Share Transfer Agent registered with SEBI to handle the
 work related to Share Registry.
 
 13.  Consolidated Financial Statements:
 
 As required under the listing agreements with the Stock Exchanges a
 consolidated financial statement of the Company and all its
 subsidiaries is attached. The consolidated Financial Statements have
 been prepared in accordance with Accounting Standard 21 & 23 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 interest.
 
 14.  Listing of Shares:
 
 The Equity Shares of your Company have been listed on National Stock
 Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE) with
 effect from 13th January, 2006. The Listing fee for the year 2008- 09
 has already been paid to BSE and NSE.
 
 15.  Quality Initiatives :
 
 Reinforcing its commitments to high standards of quality, Company‘s got
 its Quality Management system examined by Assessors of QMS
 Certification Services and they have found it to be conforming to the
 requirements of ISO 9001:2000 in respect of “Application of ICT”
 (Information & Communication Technology related to computer Aided
 learning, Training & Computer Literacy Projects in Schools) and awarded
 “Certificate of Approval” in this regard which is valid till 16th,
 March, 2010.
 
 16.  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 Directors) Rules, 1988 are set out in an Annexure A
 attached to this report.
 
 17.  Ratings:
 
 During the year, the Company received various recognition, which are as
 follows:
 
 * ISO 9001:2000 certification in of Application of ICT (Information &
 Communication Technology related to computer Aided learning, Training &
 computer Literacy Projects in Schools).
 
 * SM1 rating from CRISIL, indicating outstanding credit worthiness.
 
 * P1 rating for commercial paper from CRISIL.
 
 * A (stable) rating for long-term debt (Non Convertible Debentures)
 from Fitch Ratings.
 
 * A / stable rating for cash credit facilities from CRISIL.
 
 18.  Corporate Governance:
 
 As per clause 49 of the Listing Agreement, a report on Corporate
 Governance, together with Management Discussion and Analysis Report and
 Certificate from the Company’s Auditors is attached to this report.
 
 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, 2008
 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.
 
 19.  Notes to Accounts:
 
 They are self-explanatory and do not require any explanations.
 
 20.  Additional Information:
 
 Particulars of employees:
 
 Information as required under Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, are given, in an Annexure B forming part of this report.
 
 21.  Fixed Deposits:
 
 The Company has not accepted any fixed deposits during the year
 
 22.  Acknowledgement:
 
 Your Directors record their appreciation of the continuous support,
 co-operation the Company has received from its bankers, employees,
 customers, vendors, investors, business associates and regulatory
 authorities.
 
                                             For and on Behalf of the 
                                                Board of Directors
 
                                                (Shantanu Prakash)
 Date : 2nd June, 2008                         CHAIRMAN & MANAGING
 Place: New Delhi                                   DIRECTOR
Source : Religare Technova

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