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Directors Report of Aptech Ltd.

Mar 31, 2016

The Directors are pleased to present their Sixteen Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 201 6.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 201 6 are presented below:

(Rs,ln lacs)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Operating Revenue 9,085.08 10,042.09 16,332.68 17,048.65

Dividend & Other Income 335.54 480.49 350.94 467.08

Total Revenue 9,420.62 10,522.58 16,683.62 17,515.73

Total Expenditure 8,124.59 8,531.79 15,386.78 15,604.93

Net Profit 1,296.03 1,990.79 1,296.84 1,910.79

Profit /(Loss) After Tax 1,019.03 1,648.79 1,019.32 1,568.30

Profit/(Loss) After Tax & Share of Associates 1,019.03 1,648.79 1,016.88 1,564.73

OPERATIONS REVIEW

Performance of the larger ''Individual Training'' or ''Retail'' segment of Aptech in FY2015-16 was a mixed bag with the Retail business declining in revenue terms and International Retail business growing its revenue by 28.54%. Domestic Retail revenue was impacted majorly by drop in accrual income on account of change in MAAC accounting policy, and exit from own centers and alliance with software vendor for content and certifications. ''Enterprise Business'' or ''Non-retail'' segment also declined by 8.51% in FY2015-16 as compared to previous financial year due to de-growth of 1 1.10% in Aptech Testing revenue. The Aptech Testing business continued its decline due to impact of an adverse ruling of Supreme Court on entrance exam business from a leading customer. Operating Revenue for the year was X 1 6,332.68 lac as against X 1 7,048.65 lac in FY201 4-15.

EBITDA declined from X 2,519.94 lacs in the previous year to X 2,027.64 lac in FY2015-1 6. This translates to a drop in EBITDA margin from 14.78% to 12.41%, an impact of 237 basis points. In addition to the lower revenue in Domestic Retail and Enterprise Business, adverse revenue mix in International Retail (lower sign-up fees vs. higher project income) has impacted the margins. Profit Before Tax (PBT) was ^ 1,296.84 lacs in FY2015-16, drop of 32.13% from the FY2014-15 levels of ^ 1,910.79 lac. Similarly, Profit After Tax and Share of Loss of Associate declined to Rs, 1,01 6.88 lacs with EPS as ^ 2.55 per share in FY201 5-1 6. The Company continued to have zero debt and has cash balances of ^ 3,31 9.83 lacs as on 31st March 2016.

With its focused efforts to leverage its franchise platform in the Career Education space, the Company launched many new products in FY201 5-1 6. This includes Aptech Banking & Finance Academy and Lakme Academy Powered by Aptech in the domestic market. Multiple centers have been signed up for these new brands and operations have commenced. Similarly in the international market, the Company has launched Aptech International School offering with a franchise format. In addition to these franchise format based brands, Aptech''s Online Varsity platform was launched as an e-commerce marketplace for the wider market, selling short training courses from Aptech and its partners. Aptech will going forward continue its efforts to scale-up its ''Digital'' footprint. Training courses for all of its existing brands were also revamped and launched to cater to changing market needs.

In FY201 5-1 6, the Company exited from its alliance with Microsoft for its IT Training brands which had an impact on the top line, but is expected to improve profitability in the long term. Continuing its focus to develop events as a key student and industry engagement avenue for its brands, the Company continued to grow the scale and reach of its premier events such as Orbit Live, Kalakari and Creative Minds of Arena Animation, 24FPS, National Students Meet and MAAC Creative League of MAAC and Panorama of Aptech Aviation. It introduced a new event ''Code Tadka'' under the IT Training brand. In addition to delivering an enriching experience for the participating students, these events also helped the Company generate additional income. Similarly, in the international market Company''s focus was on winning and delivering skill development projects. In FY201 5-1 6, some of the major projects delivered by Aptech were IT skill development project from Ministry of Communications & IT of Afghanistan, capacity development from Malaysian Administrative Modernization and Management Planning Unit (MAMPU) and ''Train The Trainer'' project in Panama from Government of India.

The total number of new center sign-ups in FY201 5-16 was 1 42 as against 1 07 in FY201 4-15 on the back of 1 26 new centers (including 23 for new brands) signed-up in domestic markets vs. 73 in previous year. In contrast, the scenario in the international market was exactly reverse with only 1 6 new centers signed vs. 34 in FY201 4-1 5. At the end of the year, the overall network strength was 935, with 1 91 centers in the international market. The company entered newer markets such as Zambia, Bhutan and Egypt in this financial year. A new Master Franchisee partnership was signed for Aptech Computer Education brand in an African country.

Assessment & Testing division booked 1 6.88 lacs tests in the current year. The company''s started delivery of exams on the first release of its own testing software and is working towards enhancing future releases. From the many new orders signed and delivered in FY2015-16, the partnership with a leading system integrator for delivery of exams for Madhya Pradesh state governments Professional Examination Board and contract with defense services linked non-profit are important for future growth of the division. The Training Solutions division also expanded on its offering for new age/ e-commerce companies and added many new customers including three leading e-commerce portals and a cab aggregator to its portfolio.

The Company for the 13th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association/ Vietnam (2003 — 2015). Similarly/ Aptech Uganda won the award for Best ICT Training institute in Uganda for the 3rd consecutive year at the URI Awards. Students'' films from two of MAAC''s centers won awards in Best Animation Short Film and Best C.G. Advertisement category at the International Film Festival Chandigarh/ 201 5. Also, a student created portrait of Prime Minister Mr. Modi based on pixilation concept by MAAC students is likely to be published in Limca Book of Records Edition 201 7.

DIVIDEND

During the year under review/ Interim Dividend of ^ 1.00 per equity share was paid to the shareholders as approved by the Board of Directors at its meetings held on 3rd February 201 6. The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore have not recommended final dividend.

DIRECTORS

During the year, the Directors met four times on 29th April 201 5, 7th August 201 5, 26th October 201 5, and 3rd February 201 6.

Mr. Maheshwer Peri, resigned as an Independent Director on 28th March 201 6 due to personal reasons.

Mr. Rakesh Jhunjhunwala, Chairman, retires by rotation at the ensuing annual general meeting and is eligible for re-appointment.

At the meeting of the Board of Directors held on 6th May 201 6, Mr. Ninad Karpe submitted his resignation as Managing Director & CEO. While accepting the resignation with regret, the Board requested him to continue in the said position in terms of his appointment which is for a period of 1 80 days from the date of resignation in order to enable smooth transition.

Mr. Asit Koticha, resigned as a Nominee Director of ASK Securities Advisory Services Private Limited (ASK) on 22nd June 201 6 owing to transfer of entire shareholding of the Company (1.86% of the equity share capital) held by ASK of which Mr. Koticha was a promoter. The Board of Directors, vide circular resolution dated 22nd June 2016/ have appointed Mr. Asit Koticha as an Additional Director (Non-Executive Independent Director) of the Company to fill up the vacancy caused by the resignation of Mr Maheshwer Peri.

At the meeting of the Board of Directors held on 21s July 201 6, Mr. Anil Pant was appointed as:

a. Additional Director

b. Managing Director & CEO (Designate) with effect from 21st July, 201 6

c. Managing Director & CEO with effect from 3rd November, 201 6 subject to approval of members in the ensuing Annual General Meeting

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 1 49(6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act/ 201 3 and SEBI (Listing Obligations & Disclosure Requirements) Regulation/ 201 5, during the year under review/ the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of functioning of the Board/ Committees and Directors such as adequacy of the composition of the Board and its Committees/ Board culture/ execution and performance of specific duties/ obligation and governance was distributed to each member of the Board and inputs were received.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act/ 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website:http://www.aptech-worldwide.com/downloads/aptech-policy /Policy-Aptech-RPT. pdf Details of Related Party Transactions are given in AOC-2 as Annexure-VI.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March 2016/ the Company had 7 Subsidiaries. During the year under review/ Aptech Worldwide Corporation/ USA/ a wholly owned subsidiary has been dissolved. Pursuant to Rule 5 (1) of the Companies (Accounts) Rules/ 2014 the performance and financial position of the Subsidiaries is included for the financial year ended 31 ^ March/ 201 6 as per Form AOC-1 attached to the financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules/ 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company.

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-lll

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures/ its culture/ policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies/ corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them/ your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31 / 201 6, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have/ in the selection of the accounting policies/ consulted the statutory auditors and have 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 for the year ended March 31 / 201 6 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care/ to the best of their knowledge and ability/ for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in the Notes to Accounts (Reference point No. B6 & B7 of Note 1 6).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act/ 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules/ 201 A, a statement containing details of employees are given below.

Sr Name Age Date of Remuneration

No Joining paid (Rs, in lacs)

1 Ninad Karpe 55 1s Feb 2009 213.49



Name Designation Educational Experience Previous Qualification Employment

Ninad Managing karpe Director & CEO BCom, ICAI 31 CA India

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co./ Chartered Accountants who are the Statutory Auditors of the Company/ have confirmed vide their certificate dated 1 4th April 201 6 that they are eligible for re-appointment at the ensuing annual general meeting to conduct audit of the accounts of the company for the financial year 201 6-1 7 and that their re-appointment/ if made will be in accordance with the provisions of the Companies Act/ 201 3 and as per the term prescribed under the said act.

The Observation and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence does not call for any further comments under Section 1 34 of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act/ 201 3 and the rules framed there under/ the company has appointed M/s. SG and Associates/ Practicing Company Secretaries to undertake its Secretarial Audit. There are no qualifications/ reservations or adverse remarks in their Audit Report. The Secretarial Audit Report is annexed to the Board Report as Annexure-IV

APPOINTMENT OF M/S KARVY COMPUTERSHARE PRIVATE LIMITED AS THE REGISTRAR & TRANSFER AGENT OF YOUR COMPANY

In March/ 201 6, your Company discovered certain irregularities at M/s. Share pro Services (India) Private Limited (hereinafter referred to as "Sharepro")/ erstwhile Registrar & Transfer Agent/ with regard to share related activities. After conducting preliminary investigation/ your Company filed a criminal complaint against Sharepro and some of its employees.

Pursuant to SEBI Order No. WTM/RKA/MIRSD2/4 1/201 6 dated 22nd March/201 6; the Company conducted the audit of the records and systems of Sharepro for the past 1 0 years concerning dividend payments and transfer of securities. The said report has been filed with BSE and NSE.

Pursuant to said order/ the Company terminated the services of Sharepro and appointed Karvy Computershare Private Limited with effect from 1st June/2016.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the financial year no such complaints were received.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders/ Bankers/ Financial Institutions/ Government authorities/ esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors



Place: Mumbai C. Y. Pal Ninad Karpe

Date: 19th August/2016 Vice - Chairman Managing Director & CEO


Mar 31, 2015

Dear Members,

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31,2015.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the accounting year ended March 31,2015 are presented below:

(Rs. In lacs)

Standalone

Particulars Year ended March Year ended March 31, 2015 31, 2014

Operating Revenue 10,042.09 10,738.33

Other Income 480.49 855.78

Total Revenue from Operation 10,522.58 11,594.11

Total Expenditure excluding Interest & Depreciation 7,917.63 8,172.73

Operating profit before Interest, Depreciation & Tax 2,124.45 2,565.60

Profit Before Exceptional Items, Depreciation & Tax 2,567.76 3,393.18

Profit / (Loss) Before Tax 1,990.79 2,899.11

Profit / (Loss) After Tax 1,648.79 2,339.11

Profit/(Loss) After Tax & share of Associates 1,648.79 2,339.11

Consolidated

Particulars Year ended March Year ended March 31, 2015 31, 2014

Operating Revenue 17,048.65 18,170.65

Other Income 467.08 885.09

Total Revenue from Operation 17,515.73 19,055.74

Total Expenditure excluding Interest & Depreciation 14,590.37 14,670.60

Operating profit before Interest, Depreciation & Tax 2,458.28 3,500.05

Profit Before Exceptional Items, Depreciation & Tax 2,888.18 4,356.91

Profit / (Loss) Before Tax 1,910.79 3,558.68

Profit / (Loss) After Tax 1,568.30 2,981.38

Profit/(Loss) After Tax & share of Associates 1,564.73 2,975.94

OPERATIONS REVIEW

The core retail business of Aptech continued to grow in terms of top line in FY2014-15. Excluding the accrual revenue for MAAC, IT Training and Aptech Aviation brands, which was impacted because of change in MAAC accounting policy and own center exits, the overall Individual Training segment grew by 5.9%. Within the overall Individual Training segment, the domestic business witnessed a jump of 5.2% while the international business went up by 6.7%.

The Company continued to have zero debt and has cash balances of Rs. 3,788.53 lacs as on 31st March 2015.

In the last few years Aptech has improved its franchise model into a Career Education platform which can be leveraged to deploy additional new brands/ products in the Career Education space. The Company is innovating to make this a differentiated platform so as to give a competitive edge to a new product right from the beginning. The new product to be launched would be Aptech Banking & Finance Academy in the first half of year FY2015-16 based on the groundwork done in current financial year. Digitization is one of the key pillars of this effort. Right from the initial investments into an online center ERP system and shift of marketing spend to online medium, Aptech has slowly and surely started to increase its digital footprint. With the launch of OnlineVarsity two years back for its retail brands, most of the courseware has now moved online and each year a greater percentage of students are experiencing Digital Aptech through this platform.

The other key element to Aptech's value proposition to the students going forward will be events and engagement activities to be conducted by Aptech at the brand level and franchise partner at the center level. With this approach in FY2014-15, the Company launched many new events such as 'Evolve' for IT Training, 'Kalakari' in Arena Animation, 'Panorama' for Aptech Aviation, and MaacKlick, MAAC Creative League, Masterclass and 100HRS in MAAC. The Organized Retail training partnership with the TRRAIN foundation has catapulted in FY2014-15 to total enrolments of 2,924 students as against 666 in FY2013-14.

In FY2014-15, the Company's strength of network of centers was 952 as on 31st March 2015. New center additions were 114 vs. 130 in the previous financial year. Gross additions in the international market were 37 as against 33 in FY2013-14. The Company entered into many newer markets during the year such as Bahrain, Mozambique, Libya, Zimbabwe, Kenya and Swaziland.

The Company for the 12th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam (2003 - 2014). Student film from a MAAC center in Mumbai won the Best Animation Award in Indian Cine Film Festival 2014 and 'The Resilient Bangalore Traffic Cop', a documentary made by MAAC students, won many accolades and award. Indian VFX and Animation Council (IVAC) endorsed MAAC courses. Some of the other recognitions included 'Microsoft -Wizard of Technology' award and certificate for 3 Aptech Trainers/ Faculties.

DIVIDEND

During the year under review, two Interim Dividends of Rs. 1.50 and Rs. 1.75 per equity share were paid to the shareholders as approved by the Board of Directors at its meetings held on 9th February 2015 and 29th April 2015 respectively. With this, the total dividend for the year ended 31st March 2015 is Rs.3.25 per share (32.50%).

DIRECTORS

At the ensuing Annual General Meeting, Mr. Maheshwer Peri, Mr. Vijay Aggarwal and Mr. Ramesh Damani are proposed to be appointed as Independent Directors upto 31st March 2019. Mr. Rajiv Agarwal, Director of the Company, retiring by rotation and being eligible offers himself for re-appointment.

Mr. Walter Saldanha ceased to be Director of the Company with effect from 31st July 2014.

Keeping in view the legal requirements, the Board of Directors at its meeting held on 24th September 2014, appointed Ms. Madhu Jayakumar as an Independent Director for five years. Her appointment was approved by the shareholders at the last Annual General Meeting. At the time of appointing Ms. Madhu Jayakumar, a formal letter of appointment was given to her which has been posted on the Company's website on the link http://www.aptech- worldwide.com/downloads/Letter-of-appointment-Madhu.pdf. By way of introduction to the Company, a detailed Corporate presentation was given to her which is posted on the Compay's website on the link http://www.aptech-worldwide.com/pages/investor-relations/ investorrelations.html.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

The performance evaluation of the Independent Directors who will be appointed at the ensuing Annual General Meeting was carried out by the entire Board. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31,2015, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31,2015 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Scheme of merger of Maya Entertainment Limited, wholly owned subsidiary with Avalon Aviation Academy Private Limited, another wholly owned subsidiary from appointed date 1st April 2013 was sanctioned by the Hon'ble Bombay High Court on 5th September, 2014 and the same became effective from 23rd September 2014 on filing of the Scheme with the Registrar of Companies. On and from effective date of the scheme, Maya Entertainment Limited ceased to exist. Name of Avalon Aviation Academy Private Limited, thereupon was changed to Maya Entertainment Limited effective 21st October 2014.

The balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies for the year ended 31st March 2015 shall be available on the Company's website (www.aptech-worlwide.com) and will also be available for inspection by any member of the Company at its registered office during Company's business hours.

A statement containing salient features of the financial statements of subsidiaries is also included in Form AOC-1 in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend (k) percentage of shareholding.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given (Refer point No.B-6 & B-7 of Note 16).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. The Company has received certificate from Khimji Kunverji & Co. dated 10th April 2015 confirming that their re-appointment for the year 2015-16, if made at the ensuing Annual General Meeting of the Company will be in accordance with the provisions of the Companies Act, 2013 and as per the term prescribed under the said act.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Place : Mumbai C. Y. Pal Ninad Karpe Date : 2 nd July, 2015 Vice Chairman Managing Director & CEO


Mar 31, 2014

Dear members,

The Directors are pleased to present their Fourteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2014.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2014 are presented below:

(Rs. In lacs)

Standalone

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Operating Revenue 10,453.04 10,036.07

Dividend & Other Income 1,141.07 1,191.24

Total Revenue 11,594.11 11,227.31

Total Expenditure excluding depreciation and Interest 8,172.73 8,309.25

Profit Before Interest, Depreciation & Tax 3,421.38 2,918.06

Profit Before Exceptional Items, Depreciation & Tax 3,393.18 2,889.91

Profit Before Exceptional Items and tax 2,899.11 2,263.09

Total Exceptional Items - 800.32 Profit / (Loss) Before Tax 2,899.11 3,063.41

Profit / (Loss) After Tax 2,339.11 2,527.36

Profit/(Loss) After Tax & Minority Interest 2,339.11 2,527.36

(Rs. In lacs)

Consolidated

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Operating Revenue 17,734.47 16,921.02

Dividend & Other Income 1,321.27 1,298.89

Total Revenue 19,055.74 8,219.92

Total Expenditure excluding depreciation and Interest 14,670.60 14,249.77

Profit Before Interest, Depreciation & Tax 4,385.14 3,970.14

Profit Before Exceptional Items, Depreciation & Tax 4,356.91 3,941.64

Profit Before Exceptional Items and tax 3,558.68 3,061.32

Total Exceptional Items - 800.32 Profit / (Loss) Before Tax 3,558.68 3,861.64

Profit / (Loss) After Tax 2,981.38 3,140.15

Profit/(Loss) After Tax & Minority Interest 2,975.94 3,129.79

OPERATIONS REVIEW

FY2013-14 was the first year in the last 5 years when the Aptech delivered Y-o-Y revenue and EBITDA growth in each quarter of the year. While revenues for MAAC were impacted due to the change in accounting policy, the overall revenue for Retail segment excluding MAAC grew by 13.8% and Non-retail segment jumped by 13.2%. The Company has been able to take in its stride the change in MAAC accounting policy, exit from owned centers, opting out from offering degree courses and political turmoil in some of its key international markets and grow the overall operating revenue by 5.9%.

Operating EBITDA margins improved from 16.9% in FY2012-13 to 19.3% for the latest fiscal due to lower Y-o-Y growth of 3.0% in Operating Costs as compared to the 5.9% growth in Operating Revenue. Profit Before Tax (PBT) before exceptional items was Rs. 3,558.68 lacs in FY2013-14. This indicates an increase of 16.2% against PBT before exceptional item of FY2012-13. Profit After Tax After Minority Interest was Rs. 2,975.94 lacs and EPS was Rs. 6.70 per share in FY2013-14. The Company continues to have zero debt and has cash balances of Rs. 4,709.96 lacs as on 31st March 2014.

The key operational highlight of Company''s performance in FY2013-14 was the success in bagging large projects in the International markets for Aptech Learning Ladder in Nigeria and IT Training in Afghanistan. The projects business were the single biggest factor in the leading growth performance of International Retail amongst the three divisions in Aptech with 29.4% Y-o-Y revenue growth in FY2013-14. While Domestic Retail showed de-growth of 8.1% largely on account of MAAC accounting policy change, the Enterprise division as stated above expanded by 13.2% in revenue terms. International revenue (net of China and MAAC) has now jumped to 51.6% of the total retail revenue, thus achieving the internal benchmark of 50% by 2014 a full nine months ahead of the deadline. The Company was successful in entering Myanmar and Gambia. The Company was also able to launch Aptech Aviation and Aptech Networking brands in Ghana, and Aptech Networking in Afghanistan. The Company added 131 more centres taking the total number of centres in India and abroad (excluding China) to 1,038 as of 31st of March 2014. Assessment & Testing continued to grow and consolidated its position as the leading provider of online testing solutions in the academic segment with many large roll-outs.

In FY2013-14, the Company focused on investing its energies in rolling out and expanding the new initiatives that were launched in previous years. It has made good progress in the Organized Retail training partnership with the TRRAIN foundation with many corporate batches conducted during the year, content developed for differently abled job seekers and for Organized Retail skills mapped to National Occupational Standards for the sector to be launched under NSDC Star Scheme. It has also created the base for rapid expansion under the NSDC tie-up in other sectors such as IT, ITeS, Animation & Multimedia and BFSI. Aptech was also empanelled under a similar program by the name ASAP of Kerala government. It was selected to offer training courses in BFSI and Telecom sectors.

The Company continued to bag the prestigious awards it has been winning in international markets for the last many years. However, the crowning achievement for the company in FY2013-14 was selection of its Aptech Computer Education brand as the 2014 Microsoft Partner of the Year Finalist. It also won ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam for the 11th year in a row (2003 - 2013). Aptech Computer Education was declared as Brand of The Year Award 2013 in Professional Computer Education Category for the 3rd consecutive year by the Government of Pakistan. Similarly, the IT Training centres in Kazakhstan and Uganda also won the awards for best IT Training centres in their country for the 4th year and 2nd year respectively.

DIVIDEND

During the year under review, two interim dividends of Rs. 2.00 and Rs. 2.50 per equity share were paid to the shareholders as approved by the Board of Directors at its meetings held on 20th January 2014 and 13th May 2014 respectively. With this the total dividend for the year ended 31st March 2014 is Rs.4.50 per share (45%).

BUYBACK OF SHARES

The shareholders of the Company had, by way of a postal ballot on 6th July 2013, approved the buyback of fully paid-up equity shares of Rs.10 each at a price not exceeding Rs 82 per share up to an aggregate amount not exceeding Rs. 64.65 crore.

The Company received an overwhelming response to the said buyback which was open from 23rd July 2013 to 23rd January 2014. The total number of equity shares bought back under the Buy-back is 88,97,861 equity shares of Rs. 10 each. The total amount utilized in the Buyback of equity shares is Rs. 60,05,94,625.80 (Rupees sixty crore five lacs ninety four thousand six hundred twenty five and paise eighty) which is 92.89% of the maximum offer size.

The highest, lowest and the average price at which the equity shares were bought back under the Buy-back offer was Rs. 82.00, Rs. 55.25 and Rs. 67.50 per equity share respectively.

DIRECTORS

In accordance with the erstwhile Companies Act, Mr. Utpal Sheth, Mr. C.Y. Pal and Mr. Yash Mahajan, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. Mr. Ninad Karpe has been reappointed as the Managing Director & CEO with effect from 1st February 2014 by the Board of Directors at the meeting held on 20th January 2014 subject to approval of shareholders at the ensuing annual general meeting. Mr. Walter Saldanha ceased to be Director of the Company with effect from 31st July 2014. Keeping in view the legal requirements, the Board of Directors at its meeting held on 24th September 2014, appointed Ms. Madhu Jayakumar as an Independent Director to fill the vacancy caused by resignation of Mr. Saldanha.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31, 2014, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

The Board of Directors of the Company at its meeting held on 11th February 2014, decided to merge one of its wholly owned subsidiary - Maya Entertainment Limited with Avalon Aviation Academy Private Limited, another wholly owned subsidiary. Scheme of Merger from appointed date 1st April 2013 has been sanctioned by the Hon''ble Bombay High Court on 5th September 2014 and the same became effective from 23rd September 2014 on filing with the Registrar of Companies.

The balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies for the year ended 31st March 2014 shall be available on the Company''s website (www.aptech-worlwide.com) and will also be available for inspection by any member of the Company at its registered office during Company''s business hours.

A summary of key financials of Company''s subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

(4) APTECH LIMITED

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

PARTICULARS OF EMPLOYEES

Particulars of employees are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s Auditors. The Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe Chairman Managing Director & CEO

Place: Mumbai Date : 24th September 2014


Mar 31, 2013

The Members of Aptech Limited

The Directors are pleased to present their Thirteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2013.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting year ended March 31, 2013 are presented below:

(Rs. in lacs) Standalone Consolidated Particulars Year ended Year ended Year ended Year ended March 31, 2013 March 31, 2012 March 31 2013 March 31, 2012

Operating Revenue 10,036.07 9,095.20 16,921.02 17,442.36

Dividend & Other Income 1,191.21 1,225.20 1,298.89 6,247.09

Total Revenue 11,227.28 10,320.40 18,219.91 23,689.45

Total Expenditure 8,309.25 7,775.92 14,249.77 15,039.80

Profit Before Interest, Depreciation & Tax 2,918.07 2,544.48 3,970.14 8,649.66

Profit Before Exceptional Items, 2,889.91 2,525.81 3,941.65 8,630.84

Depreciation & Tax

Profit Before Exceptional Items and tax 2,263.09 1,821.67 3,061.33 7,656.99

Total Exceptional Items 800.32 Nil 800.32 (48.95)

Profit/ (Loss) Before Tax 3,063.41 1,821.67 3,861.65 7,608.04

Profit / (Loss) After Tax 2,527.36 1,820.48 3,140.16 7,548.70

Profit/(Loss) After Tax & Minority Interest 2,527.36 1,820.48 3,129.79 7,603.46

OPERATIONS REVIEW

Aptech''s continued focus on "Profitable Growth" has been able to deliver significant operational improvements in terms of turnover and profitability for the core businesses in FY2012-13. While revenues for MAAC were impacted due to the change in accounting policy, the overall revenue for Retail segment excluding MAAC grew by 3.1% and Non-retail segment jumped by 29.8%. This performance has been achieved in the backdrop of closure or franchising of Own Centers, which have come down in number from 22 to 14 in FY2012-13. The Company''s Operating EBITDA margins have improved from 13.8% in FY2011-12 to 15.8% for the latest fiscal. Profit Before Tax (PBT) before exceptional items was Rs. 3,061.6 lacs in FY2012-13, which after considering the exceptional item pertaining to sale of property goes up to Rs. 3,861.9 lacs. This indicates an increase of 50.3% against PBT after exceptional item of FY2011-12 (after excluding special China dividend of Rs. 5,038.4 lacs). Profit After Tax was Rs. 3,130.0 lacs and EPS was Rs. 6.4 per share in FY2012-13. The Company continues to have zero debt and has cash balances in excess of Rs. 120 crore.

The key operational highlight of Company''s performance in FY2012-13 was its successful execution of multiple high stake entrance examinations in India. The Company''s nurturing of its Assessment & Testing businesses has thus delivered positive results and the brand is one of the top three revenue grosser for the Company only in its 9th year of operation. International revenue (net of China and MAAC) has now jumped to 46.25% of the total retail revenue. The Company was successful in entering new geographies such as Cameroon, Côte d''Ivoire, Yemen and Afghanistan. We have also been able to debut MAAC brand in Saudi Arabia and Syria, Aptech Networking in Pakistan and Aptech English in Kazakhstan. Our investment in Syntea, Poland delivered its first returns in the form of a dividend of US$ 5,550 and royalty on Aptech courses of US$ 7,000. The Company added 117 more centres taking the total number of centres in India and abroad (excluding China) to 1,089 as of 31st of March 2013.

As part of its efforts to grow business through new initiatives, the Company entered into an agreement with National Skill Development Corporation to provide job-oriented training in a range of disciplines and also a partnership with Universal Commodities Exchange (UCX) to deliver training in financial markets to students and professionals. The company also formed Aptech Hungama Digital Learning LLP, to take its digital education initiative forward.

The Company continued to be recognized internationally for its commitment to quality education and vocational training. In FY2012-13, the Company''s flagship Aptech Computer Education brand has been recognized as the best IT Training brand in Vietnam (for the 10th time in a row), Pakistan, Kazakhstan and Uganda. Aptech along with its Retail training partner the TRRAIN foundation also won the Best Innovation in Vocational Education & Skills Training award at World Education Awards 2012 summit.

DIVIDEND

Your Directors are pleased to recommend for your consideration a final dividend of Rs. 2.50 per equity share of Rs. 10/- for the period ended March 31, 2013. An interim dividend of Rs. 1.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 22nd January 2013. With this, the total dividend for the year ended 31st March 2013 is Rs. 4/- per share (40%).

Note: FYE Mar''13 includes 25% Proposed Final Dividend

BUYBACK OF SHARES

The Board of Directors at its meeting held on 13th May 2013, approved the buyback of fully paid-up equity shares of Rs.10 each at a price not exceeding Rs 82 per share up to an aggregate amount not exceeding Rs. 64.65 crore, subject to the consent of the shareholders..

Buyback will benefit the shareholders by boosting their returns and thus create a long term value for shareholders. It is expected to result in increase in earnings per share, rationalize the capital structure and also provide a tax efficient mechanism to return surplus cash to the shareholders.

DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Ramesh Damani, Mr. Vijay Aggarwal, Mr. Rakesh Jhunjhunwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible are due for re-appointment. Mr. Mahehwer Peri and Mr. Anuj Kacker were appointed as additional directors by the Board of Directors at its meeting held on 31st October 2012 who will be eligible for appointment under Section 257 of the Companies Act, 1956. Mr. Anuj Kacker has been appointed as a Wholetime Director with effect from 1st November 2012 by the Board of Directors at the meeting held on 31st October 2012 subject to approval of shareholders at the ensuing annual general meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended March 31, 2013, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Maya Entertainment Limited, a wholly owned subsidiary of Aptech Limited, continues to be a Material Non-listed Indian Subsidiary. As required under the listing agreement, Mr. C. Y. Pal who is one of the Independent Directors on the Board of the Company is on the Board of Directors of the said subsidiary.

The Ministry of Corporate Affairs (MCA) vide its circular no. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to holding companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 13th May 2013 passed the necessary resolution granting the requisite approval for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Company for the year ended 31st March 2013. The Company will make available these documents/details upon request by any member of the Company. These documents/ details will be available on the Company''s website (www.aptech-worldwide.com) and will also be available for inspection by any member of the Company at its registered office during Company''s business hours.

A summary of key financials of Company''s subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Note no 16 under Sub Note 6 & 7.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe

Chairman Managing Director & CEO

Place: Mumbai

Date : 13th May, 2013


Mar 31, 2012

The Directors are pleased to present their Twelfth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended 31st March, 2012.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the accounting year ended 31st March, 2012 are presented below:

(Rs in lacs)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended Particulars 31st March, 31st March, 31st March, 31st March 2012 2011 2012 2011

Total Revenue 10320.40 9901.99 23689.45 22875.05

Total Expenditure 7768.02 7933.79 15023.74 16908.80

Profit Before Interest, Depreciation & Tax 2552.38 1968.20 8665.71 5966.25

Profit Before Exceptional Items, Depreciation & Tax 2525.81 1722.54 8630.84 5618.40

Profit Before Exceptional Items And Tax 1821.67 835.66 7656.99 4344.30

Total Exceptional Items Nil Nil (48.95) Nil

Profit/(Loss) Before Tax 1821.67 835.66 7608.04 4344.40

Profit/(Loss) After Tax 1820.48 788.79 7548.70 4293.82

Profit/(Loss) After Tax & Minority Interest 1820.48 788.79 7603.46 4497.87

OPERATIONS REVIEW

Aptech's business strategy of achieving "Profitable Growth" has continued to help the Company post good results in FY2011-12. Profit Before Tax (PBT) before exceptional items was Rs 765.73 million in FY2011-12, representing a growth of 76.3%, and Profit After Tax (PAT) at Rs 760. 38 million was almost 69% higher as compared to the previous fiscal year. While Operating Income for the year dropped by 8.6%, the Operating EBITDA for the year improved by 12.7% over the previous year. Change in revenue accounting policy for MAAC, closure of Own centers and increasing competition in the Indian vocational business segment especially IT, multi-media and animation impacted the revenue performance in FY2011-12. On the positive side, the Company has nearly Rs 1 billion cash in its balance sheet and zero debt, with the overall exposure to Government business reduced to single digits.

On the operational side, the Company focused on the International Retail and Assessment & Testing businesses which delivered positive results. International revenue (net of China and MAAC) was almost 45% of the total retail revenue. The Company forayed into the new geographies of Japan, Kyrgyzstan, Malaysia and Rwanda. The Assessment and Testing business of Aptech successfully executed the prestigious CMAT 2012 exam for AICTE. In terms of some of the new initiatives, the Company entered into a partnership with Hungama Digital Entertainment to target the emerging mobile education market and also a partnership with TRRAIN foundation to train the retail sector manpower.

The Company focused on the franchising route and continued to reduce the emphasis on Own centers. The Company added 99 more centres taking the total number of centres in India and abroad (excluding China) to 1046 as of 31st March, 2012.

Aptech continued to carve a niche and receive industry recognition and was chosen as the 6th most trusted brand in the education category on the basis of high level of quality, price that the brand commands, popularity, uniqueness of the product and pride of ownership by Brand Equity, Economic Times, 28th September, 2011.

DIVIDEND

Your Directors are pleased to recommend for your consideration a final dividend of Rs 1.50 per equity share of Rs 10/- for the period ended 31st March, 2012. An interim dividend of Rs 1.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 20th January, 2012. With this the total dividend for the year ended 31st March, 2012 will be Rs 3/- per share (30%).

EMPLOYEES STOCK OPTION SCHEME (ESOS), 2006

Your Company had formulated Employees Stock Option Scheme in 2006 for the benefit of the employees of the Company and its subsidiaries (including Non-Executive Directors of the Company). The said Scheme was approved by the members at the general meeting held on 16th September 2006 and administered by the Remuneration & Compensation Committee of the Board. Under the said Scheme, 1,81,031 options were exercised upto the validity of the last phase under the Scheme at an exercise price of Rs 113/- per equity share, against which 1,81,031 equity shares of the face value of Rs 10/- each were allotted to the eligible allottees under the Scheme. With the final phase, all options granted under the ESOP Scheme 2006 have been either exercised into corresponding shares by the optionees or have lapsed as the case may be applicable, and therefore, there are no options whatsoever outstanding under the Scheme.

In accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter "SEBI guidelines"), the details in relation to the options granted, vested , exercised , lapsed etc. under ESOP 2006 , as on 31st March, 2012, are given as under:

Description ESOS 2006

Total Number of Options granted 15,32,625 (none granted during the year)

Pricing formula/Exercise price Rs113/-

Number of Options vested 15,32,625 (includes 4,21,331 during the year 2011-12)

Number of Options exercised 1,81,031 (includes 20,000 exercised during the year 2011-12)

Total No. of Shares allotted as a result of exercise of Options 1,81,031 (includes 20,000 allotted during the year 2011-12) Number of Options lapsed 13,51,594 (includes 4,01,331 lapsed during the year 2011-12)

Variation of terms of Options N.A.

Money realised by exercise of Options 2,04,56,503/- (includes Rs 22,60,000/- during the year 2011-12)

Total Number of Options in force Nil

Grant to Senior Managerial personnel 9,50,000 options

Grant to Non-Executive Directors under the Scheme 2,12,625 options

Employees who were granted 5% or more of the Total Number of Mr. Pramod Khera, erstwhile Managing Director - 2,65,000 Options granted options. Mr. Ninad Karpe, Managing Director & CEO - 2,65,000 options

Employees who were granted Options equal to or exceeding 1% of None the issued capital of the Company at the time of grant

DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. C. Y. Pal, Mr. Rajiv Agarwal and Mr. Asit Koticha, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible are due for re-appointment. At the last Annual General Meeting held on 29th July 2011, Mr. Pramod Khera ceased to be the Director of the Company as he did not seek re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centrestage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended 31st March, 2012, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended 31st March, 2012 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Maya Entertainment Limited, a wholly owned subsidiary of Aptech Limited, continues to be a Material Non-listed Indian Subsidiary. As required under the listing agreement, Mr. C. Y. Pal who is one of the Independent Directors on the Board of the Company is on the Board of Directors of the said subsidiary.

The Ministry of Corporate Affairs (MCA) vide its circular no. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, to holding companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfilment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 7th May 2012 passed the necessary resolution granting the requisite approval for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Company for the year ended 31st March 2012. The Company will make available these documents/details upon request by any member of the Company. These documents/details will be available on the Company's website (www.aptech-worldwide.com) and will also be available for inspection by any member of the Company at its registered office during Company's business hours.

A summary of key financials of the Company's subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Point No. 6 & 7 of Note No. 16(B).

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from the public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe

Chairman Managing Director & CEO

Place : Mumbai

Date : 14th June, 2012


Mar 31, 2010

The Directors are pleased to present their Tenth Annual Report on the business and operations of your Company and the Audited Financia Results for the 15 months period ended 31st March, 2010.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended 31st March, 2010 are presented below:

(Rs. in lacs)

Particulars Standalone Consolidated

Period Year Period Year ended ended ended ended 31st 31st 31st 31st December, March, December, March, 2010 2008 2010 2008

Total Revenue 12,900.07 11,738.27 16,282.19 28,039.07

Total Expenditure 10,105.89 9,997.41 13,682.12 21,060.49

Profit Before Interest, Depreciation & Tax 2,794.18 1,740.86 2,600.07 6,978.58

Profit Before Exceptional Items, Depreciation & Tax 2,465.77 1,527.72 2,238.43 6,748.76

Profit Before Exceptional Items and Tax 1,195.83 220.35 670.79 5,013.37

Total Exceptional Items (10,730.05) 1,879.19 318.50 (1,345.77)

Profit/ILoss) Before Tax 11,925.88 (1,658.83) 989.29 3,667.60

Profit/ILoss) After Tax 8,643.43 474.92 (2,296.66) 4,421.75



CHANGE IN FINANCIAL YEAR

The Board of Directors at its meeting held on 10th August, 2009 had approved the change in financial year to end on 31st March, instead of 31st December. This change was done to coincide the accounting year of the Company with the conventional financial year. Accordingly the attached financial have been prepared for 15 months i.e. 1st January, 2009 to 31st March, 2010. Therefore the current reporting period being of 15 months is not comparable with the previous financial year 2008.

OPERATIONS REVIEW

On an annualised basis, Standalone EBIDTA posted an increase of 60.50% and Profit After Tax increased by about 1720% from previous year.

DIVIDEND

Your Directors recommend for your consideration a dividend of Re. 1/- per equity share of Rs. 10/- for the period ended 31st March, 2010.

ACQUISITION OF MAAC

In terms of the Share Purchase Agreement executed on 27th January, 2010 and its addendum dated 21st April, 2010 between the Company, Maya Entertainment Ltd. and shareholders of Maya Entertainment Ltd., in April 2010, the Company acquired the education division viz., Maya Academy of Advanced Cinematics (MAAC) of Maya Entertainment Ltd. (MEL) through the takeover of 89.66% equity shares of MEL. MAAC, one of the largest players in the Animation & Multimedia education industry, is a premium brand with over 70 centres spread throughout India. These include company-owned, semi-owned and franchisee centres. Remaining 10.34% Intel Inc. USA held shares in MEL shall also be transferred to the Company on receipt of approval of Reserve Bank of India. The deal was computed at Rs. 73 crore and was structured to include a cash payout as well as issue of equity shares of Aptech Limited to the shareholders of MEL on preferential basis. On approval of the shareholders granted on 24th February, 2010 and in terms of the deal the Company allotted 17,17,103 equity shares of Rs. 10/- each at a premium of Rs. 206/- per share to 19 shareholders of MEL. Remaining one shareholder of MEL viz., Bhukhanvala Holdings Private Limited who could not comply with SEBI guidelines would be allotted 4,79,670 equity shares on receipt of fresh shareholders approval at the ensuing annual general meeting subject to SEBIs ICD Regulations. With this acquisition, Aptech has moved further in its strategy of becoming a global education powerhouse. MAAC, with its team of committed employees and franchisees, is a strong brand in the animation education space. Through this integration, MAAC & Aptech will be able to harness all the benefits of a large company in a growing market and keep competition at bay. Through this, both the brands will be able to capitalise on each others strengths - particularly in the area of branding and product development. The Directors are confident that this deal will enable both the brands to reach greater heights. MERGER

For the sake of administrative convenience, the merger of Companys Wholly Owned Subsidiary (WOS) viz., Aptech Software Limited with the Company was approved by the Board of Directors in May 2009. The said merger also received unanimous concurrence of the shareholders at the Court Convened Meeting held on 6th March, 2010. The Company has since received the requisite sanction from the Honble High Court, Bombay for said merger. As a result, the Scheme has become effective on 9th August, 2010 with retrospective effect from the Appointed Date (1st April, 2009). The Board of Directors have revised the accounts of the Company for the period ended 31st March, 2010 to incorporate the effect of the merger and accordingly these accounts have been prepared in supersession of the accounts previously approved for giving consequential effect to the Scheme of Amalgamation as above. In terms of the said scheme the entire shareholding held by the Company in its WOS stands cancelled and no shares of the Company are issued in lieu thereof.

JOINT VENTURES

Brazil

During the period under review the Company entered the Brazilian market by partnering with FALGO EMPREENDIMENTOS E PARTICIPACOES S.A. (Falgo Group) and MAC BALLESTEROS PARTICIPACOES LTDA through a Joint Venture (JV) by forming a corporation in Brazil viz. ACE Education Professional Do Brasil S.A (Aptech Brasil) in which 51% equity is held by Aptech group.

The said JV would focus on the ICT training business through Aptech Computer Education brand, to begin with. Aptech Brasil will be addressing the Retail Market with ACCP and other related ICT courses. It also has plans to offer these programmes aligned with Brazilian University programmes, and other recognised government programmes in the same domain, in order to give the best benefit to students in terms of enhanced employability options upon completion of Aptech programmes.

With Education Materials translated in Portuguese, Aptech Brasil has commenced its operations at Belo Horizonte, State of Minas Gerais, and enrolled students in its ACCP Programme. Aptech Brasil has plans to expand to Sao Paulo and other major cities by developing the franchisee network. It also plans to introduce other brands for English, Multimedia & Aviation Education.

Aptechs foray in Brazil will help to develop, expand and focus better on the entire Latin American region.

Philippines

During the period under review, the Company has also signed a JV contract with a Filipino Company called New Life Group Inc. The Joint Venture envisages a sharing ratio of 60:40 in favour of New Life Group Inc & Aptech respectively. Efforts are on to form the corporation in Philippines in terms of the JV agreement.

This initiative will also serve to expand the scope of Aptech operations across all retail brands, namely Aptech Computer Education, Arena Multimedia, MAAC, Avalon Academy, English Express & N-Power across Philippines where the demand for IT education is evolving rapidly & value-added services such as technical support and product troubleshooting along with basic IT and hardware consulting are on the rise.

EMPLOYEES STOCK OPTION SCHEME (ESOS), 2006

Pursuant to the approval accorded by the shareholders on 16th September, 2006, your Company had formulated the Employee Stock Option Scheme (ESOS), 2006, (hereinafter the "Scheme") for the benefit of the employees of the Company and its subsidiaries and for the Non Executive Directors (NEDs). The said scheme is administered by the Compensation Committee of the Board which has been empowered to issue and allot equity shares not exceeding an overall limit of 15,00,000 equity shares under the Scheme which is valid for 7 years i.e. upto 15th September, 2013.

Under the said new scheme, so far 14,00,000 stock options comprising 13,00,000 stock options for employees and 1,00,000 stock options for NEDs were granted at an exercise price of Rs. 113/- per equity share. The stock options granted to eligible employees are performance linked options and have been granted with a vesting schedule spread over 4 years; accordingly the vesting period extends until 12, 24,36 and 48 months respectively from the grant date. The exercise period is one year from the respective vesting date of the qualified vested options. The entire 1,00,000 stock options granted to NEDs had a vesting period of 12 months from the grant date and an exercise period of one year from the respective vesting date.

In accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter "SEBI guidelines"), the details in relation to the options granted, vested , exercised , lapsed etc. under ESOS, 2006, as on 31st March, 2010, are given as under:

Description ESOS 2006

Total Number of Options granted 14,00,000 Options comprising 13,00,000 Options to Employees and 1,00,000 Options to Non Executive Directors (NEDs)

Pricing formula/Exercise price Rs. 113/-

Number of Options vested 2,87,381

Number of Options exercised 1,36,717

Total No. of Shares arising as a result of exercise of Options 1,36,717

Number of Options lapsed 6,44,133

Variation of terms of Options N.A.

Money realised by exercise of Options Rs. 15,449,021/-

Total Number of Options in force 6,19,150

Grant to Senior Managerial personnel 9,30,000

Grant to Non Executive Directors under the Scheme 1,00,000

Employees who were granted 5% or more of the Total Number of Options granted during the year Mr. Ninad Karpe, Managing Director & CEO - 2,65,000 Options

Employees who were granted Options equal to or exceeding 1% of the issued capital of the None Company at the time of grant

Diluted Earnings per Share pursuant to issue of shares on exercise of Option calculated 18 in accordance with AS 20

Difference between the employee compensation cost computed using the intrinsic value of 98,177,500 - 20,123, Stock Options and the employee 550=78,053,950 compensation cost that shall have been recognised had the fair value of Options, being used

Impact of this difference on profits of the Company Positive

Impact of this difference on EPS of the Company 1.78

Weighted average exercise prices ; 113

Weighted average fair values of Options for options whose exercise price either 130.73 equals or exceeds or is less than the market price of the share

Description of the method and significant assumptions used during the year to estimate Black Scholes Method the fair value of Options, including the following weighted-average information:

(a) Risk-free interest rate 8.11% p.a.

(b) Expected life 3.38 years

(c) Expected volatility 62.15%

(d) Expected dividends and Ignored

(e) The price of the underlying share in the market at the time of Option grant Rs. 199.50



DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Asit Koticha, Mr. Ramesh Damani, Mr. Vljay Aggarwal and Mr. Rakesh Jhunjhunwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Ashish Pant ceased to be Director of the Company with effect from 20th May, 2010 on his resignation.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended 31st March, 2010, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended 31st March, 2010 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

The Central Government has vide its letter no. 47/357/2010-CL-lll dated 5th May, 2010 exempted the Company from attaching Annual Accounts and other documents in respect of its subsidiaries to the Annual Report of the Company for the period ended 31st March, 2010.

As required vide above letter, statement in respect of each of the subsidiary, giving details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation is given in this Annual Report. Annual accounts of the subsidiary companies and other related documents will be made available to the investors seeking such information and will also be available for inspection at the Registered Office of the Company during business hours.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Companys operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Schedule pertaining notes on accounts.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(l)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company. RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Companys Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Nlnad Karpe

Chairman Managing Director and CEO

Place: Mumbai

Date: 12th August, 2010

 
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