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Directors Report of Agnite Education Ltd.

Sep 30, 2011

To The Members of Agnite Education Limited.

The Directors have pleasure in presenting the Twentieth Annual Report of the Company along with the Audited Statement of accounts for the period ended 30th September 2011.The Report also includes Management Discussion and Analysis in accordance with the guidelines on Corporate Governance.

(Rs.in Cr) Particulars Period ended Year ended 30th September 2011 31st March 2010

Income from operations 47.87 409.86

Other income 2.31 0.20

Total Revenue 50.18 410.06

Total expenditure before Interest & Depreciation 49.60 351.23

Operating profit / Loss PBIDT 0.58 58.83

Interest 0.08 54.09

Depreciation / Amortization 1.57 2.11

Profit before tax (107) 2.63

Provision for tax 0.32 0.40

Profit after tax (PAT) (1.39) 2.23

Surplus brought forward 487.08 484.85

Balance carried to Balance sheet 482.05 487.08

During the year, your Company has transformed itself into a Company devoted to provide online education at a global scale. To offer better education globally through a series of on-line solutions and provide the best possible education and training, the Company had decided to change its name from Teledata Informatics Ltd to Agnite Education Limited.

Lines of Business:

Educational Solutions: Agnite Education Limited has developed solutions and services by partnering with key institutions and has positioned itself to offer subject matter expertise in key areas. The solutions offered by Agnite are as below:

Tuition Edge - Tuition Edge offers holistic education in the field of High School Studies, Preparatory Studies, Professional Studies and General Studies.

Skill Set - Through Skill Set, Agnite focuses to offer skill development programme by focusing on Trade Skills, Office Skills and Soft Skills.

Distance Learning for Educational Institutions Products

Agnite offers a varied range of products and software solutions for educational/ training institutions.

Monitor SIS - is a highly customizable product capable of providing high - quality and cost effective solutions specific to the school's needs.

Web EIM - is a complete solution to the Enterprise Resource Planning (ERP) requirements for educational institutions. Web EIM brings students, staffs, parents, educational administrators and financial managers together using standard browser based access.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

They had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and they had prepared the annual accounts on a going concern basis.

Corporate Governance

The disclosure requirements on corporate governance prescribed under clause 49 of the listing agreement is annexed herewith as part of the report.

Directors

Gp.Capt. K. Balasubramanian IAF (Retd), Director is retiring by rotation and has conveyed his acceptance to continue as a Director of the company.

Mr. M.S. Ramakrishnan has resigned from the position of Director of the Company with effect from 01st October 2010. Financial Year

The Company has received approval from the Registrar of Companies, Chennai vide their letter dated 22nd July 2011 for the purpose of extension of financial accounting year from 01st March 2010 to 30th September 2011. Consecutively, the extension for conducting the Annual General Meeting was granted by the Registrar of Companies, Chennai for 3 months i.e. upto 30th March 2012 vide their letter dated 22nd July 2011.

CEO Certification

The Managing Director has submitted a Certificate to the Board Meeting regarding the Financial Statements and other matters as required and Clause 49 (V) of the Listing Agreement.

Fixed Deposits

Your Company has not accepted fixed deposits and as such, no amount of principal or interest was outstanding as at the Balance Sheet date.

Particulars of Employees

None of the employees of the company are falling under the information to be furnished as per section 217 (2A) of the Companies Act 1956.

Auditors

M/s N.R. Krishnamoorthy and Company Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept Office as Statutory Auditors if re-appointed.

Subsidiaries

The financial statements of the subsidiaries of your Company are drawn up in accordance with the applicable Accounting Standards and forms part of the Consolidated Financial Statements in the Annual report. Your Company believes that the consolidated accounts present a full and fair view of state of affairs and financial conditions. The financial information relating to the subsidiary companies are not appended to this report.

As per Section 212 of the Companies Act, 1956, we are required to attach the Director's Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during the business hours at our registered office in Chennai, India.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars 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 separately, which forms a part of this report.

Acknowledgements

Your directors extend their gratitude to customers, alliance partners and employees for their continued valuable support. The unrelenting contribution made by our employees to ensure customer care deserves a special acknowledgement. Your directors place on record their appreciation for the excellent continued co-operation from Bankers, vendors and various Government and Non-Government Agencies including SEBI, Stock Exchanges, Registrar of Companies, STPI, RBI & others and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Sd/- Sd/- K. Padmanabhan N. Sakthivel Managing Director Director

Place: Chennai Date: 16.03.2012


Mar 31, 2009

The directors have pleasure in presenting the Eighteenth Annual Report of the company along with the audited statement of Accounts for the period ended March 31, 2009. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance. The financial year has witnessed identification of potential revenue generating projects for the company in diverse arenas.

Financial Performance (Consolidated Basis) (Rs. Crore)

Particulars Year ended Year ended 31stMarch 2009 31stMarch 2008

Income from operations 3030.73 6576.05 Other income 32.27 59.74 Total Revenue 3063.00 6635.79 Total expenditure before Interest & 3056.05 6246.12 Depreciation Operating profit/ Loss PBIDT 121.05 389.67 Interest 57.05 45.12 Depreciation / Amortization 8.82 13.84 Profit before tax 55.18 330.71 Provision for tax 9.13 40.93 Profit after tax (PAT) 46.05 289.78 Add: ExpendituretrftoCWIP 0.00 0.09 Surplus brought forward 470.04 209.72 Profit / (Loss) available for appropriation435.37 499.59 Dividend- Transfer to general reserve- Minority Interest (2.27) (29.55) Cost of Control- Dividend on Equity shares subsidiary- Balance carried to Balance sheet 433.10 470.04

Lines of Business

1. Software Solutions & Services

Teldata Informatics Ltd has started to provide software solutions and services for Education, Utility/ Energy verticals for over a decade. Based on customers requirements and feed back, Teledata team could improve and add on more features and develop robust ERP software products in these verticals. Continuous R&D work on real time applications, helps to improve the usability of these added features.

a. Education: Teledatas domestic focus is on education projects to state governments & e-Governance software to schools, colleges, universities and education departments at district and state levels. The company has exclusively developed software for this purpose and provides extensive e-Governance support to the administration.

The Software Solutions offered in the education vertical consists of:

i.. Formal Education ii. Continuing Education

b. Utility: Teledata has targeted this vertical as one of the key areas of growth in our Utilities division, which provides software solutions to Power Generation, Electric and Gas Distribution companies. In addition, the company is working towards establishing itself in the alternate energy sources segment by owning and operating windmills.

c. Others: Teledata works on industry and serviceable to convert their business processes into valuable business processess. Other than Education and Utility, we manage pioneering software solutions and services across industries such as,

i. Contraktsoft

ii. Fuel Station Manager

iii. Platform for Fin. Exchange

2. Networking & Communication

Teledata has a long history of significant contributions in the field of communications and networking. Its current and past research activities explore wide-ranging issues in optical networking, wireless networking, routing, QoS and policy networking, network control and management, and network security.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors Confirm:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, o that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company attheend of thefinancialyearand of the profit of the Companyfor that period, o that the directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and that the directors had prepared the annual accounts on a going concern basis.

Corporate Governance

The disclosure requirements on corporate governance prescribed under clause 49 of the listing agreement is annexed herewith as part of the report.

Directors

Mr.M.S.Ramakrishnan, Director is retiring by rotation and has conveyed his acceptance to continue as a Director of the company

Dividend

Your Directors have not recommended any dividend during the year.

CEO Certification

The Managing Director has submitted a Certificate to the Board Meeting regarding the Financial Statements and other matters as required and Clause 49 (V) of the Listing Agreement.

Fixed Deposits

Your Company has not accepted fixed deposits and as such, no amount of principal or interest was outstanding as at the Balance Sheet date.

Particulars of Employees

None of the employees of the company are falling under the information to be furnished as per section 217 (2A) of the Companies Act 1956.

Auditors

M/S N.R.Krishnamoorthy and Company Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept Office as Statutory Auditors if re-appointed.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

As per section 212 of the Companies Act, 1956, we are required to attach the directors report, balance sheet and profit and loss account of our subsidiaries. We had applied to the Government of India for an exemption from such an attachment as we present the audited consolidated financial statements in the annual report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition, and are accepted globally. The Government of India has granted us exemption from complying with section 212. Accordingly, the annual report does not contain the financial statements of these subsidiaries. We will make available the audited annual accounts and related information of subsidiaries, where applicable, upon request by any of our investors. These documents will also be available for inspection during business hours at our Registered office in Chennai.

Further, as directed by the Central Government, the Financial Statements relating to the subsidiaries has been furnished under the head Statement pursuant to section 212(8) of the Companies Act, 1956, related to Subsidiary Companies forming part of the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 217(l)(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 separately, which forms a part of this report.

Acknowledgements

Your directors extend their gratitude to customers, alliance partners and employees for their continued valuable support. The unrelenting contribution made by our employees to ensure customer care deserves a special acknowledgement. Your directors place on record their appreciation for the excellent continued co-operation from Bankers, vendors and various Government and Non-Government Agencies including SEBI, Stock Exchanges, Registrar of Companies, STPI, RBI, VSNL & others and look forward to their continued support in the future.

Forand on behalf of the Board of Directors K. Padmanabhan N.Sakthivel Managing Director Director

Place: Chennai Date : 30/06/2009

 
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