Directors Report of DMC Education Ltd.

Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting herewith the 30th Annual Report of your company together with the Audited Financial Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS:

The audited financial results for the year ended March 31st, 2014 are as follows:

(Rs. In lakhs)

Particulars Year ended on 31.03.2014 Year ended on 31.03.2013

Total Income 170.33 352.15

Profit Before Tax (110.68) (81.76)

Less: Provision for Tax 9.42 17.39

Profit after Tax Adjustment (120.10) (99.16)

PERFORMANCE PREVIEW:

The company continued focus on keep adding or adopting new ideas, technology and other strategy to generate more turnover as well as profit. However during the year company has total income for the year is Rs.170.33 Lacs (Previous Year Rs. 352.15 Lacs). Loss for the year was Rs. (110.68) Lacs (Previous Year Loss Rs. (81.76) Lacs) but after making adjustment for the tax the net loss is Rs. (120.10) Lacs against a net loss of Rs. (99.16) Lacs in the previous Year.

DIVIDEND:

The Directors of your Company do not recommend any dividend to the Shareholders for the Financial Year 2013-2014, as there are loss in the company during the current financial year.

TRANSFER TO RESERVES:

The Company does not transfer any amount to the General Reserve as there are no profits available for appropriations.

UNCLAIMED DIVIDEND TRASNFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 205Aand section 205C of the Companies Act, 1956 the dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account is require to transfer to the Investor Education and Protection Fund (IEPF) established by central Government. Accordingly, the amount of such dividend for the financial year 2006-07, remaining unclaimed for the period of seven years will be/has been transferred to Investor Protection Fund and cannot be claimed therefrom.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of provisions of Section 217(2AA), we hereby confirm that:

(I) That in the preparation of the Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(II) That the Directors 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 as on 31st March, 2014 and of Profit and Loss of the company for that period.

(III) That the Directors had taken proper and sufficient care 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; and

(IV) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS'' REPORT:

M/s M.K. Goswami a Co., Chartered Accountants, New Delhi, Statutory Auditors of the company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re- appointment.

The company has received letter from M/s. M.K.Goswami a Co., Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

The Directors have gone through the Auditors reports and are in agreement with the same.

PARTICULARS OF EMPLOYEES

In terms of section 217(2A) of the Compaies Act, 1956 read with companies (Particular of Employees) Rules, 1975, as amended it is hereby stated none of the employee of the company has withdraw the salary more than limit prescribed in aforesaid section of the act.

COMPANY SECRETARY:

The Management of the Company is trying to appoint a Company Secretary but Company has not found a suitable Candidate for the office of Company Secretary. Hence the company''s Balance Sheet for the Financial Year ended 31st March 2014 has not been authenticated by the Company Secretary.

REGISTRAR AND SHARE TRANSFER AGENTS:

The work related to shares in Demat and Physical mode is done by Registrar and Share Transfer Agent of the Company: M/s Alankit Assignments Limited 2E/21, Jhandwalan Extension, New Delhi-110005.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Since the Company has not carried on the Business, which requires the particulars to be set out as 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, 1998 in the Director''s report, the same provision is not applicable. The company has not earned any foreign exchange from its business operation during the current year. There is no outgo of foreign exchange during the year 2013-14.

REPORT ON CORPORATE GOVERNANCE

The Board of Directors supports the principles of Corporate Governance. In addition to the basic governance issues the board lays strong emphasis on transparency, accountability and integrity. Your Company strives for excellence with the objective of enhancing the shareholders'' value. We ensure the practice of Corporate Governance in your esteemed company. All function is discharged in professionally sound, competent and transparent manner.

A detailed report on the company''s efforts at the adopting principles of Corporate Governance as prescribed under the clause 49 of the listing agreement along with the Compliance Certificate fromthe Statutory Auditor and Management Discussion and Analysis Report are annexed and forms part of this Annual Report.

CASH FLOW STATEMENT:

As required under clause-32of the Listing Agreement, a cash flow statement, as prepared in accordance with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

INDUSTRIAL RELATIONS:

The industrial relation among all within the organization was cordial. They maintained highest level of discipline and decency for the growth of the organization.

APPRECIATION:

The Directors wish to place on record its appreciation for the continued co-operation extended by various Financial Institutions, Bankers, Govt. Departments and the members. The Directors also express their appreciation to the employees at all levels, for their dedicated services rendered to the Company.

Date: 3rd September 2014 By the order of Board of Director Place: New Delhi For DMC Education Limited

Sd/- Sd/- Saroj Gupta Sham Sunder Gupta Whole Time Director Managing Director DIN: - 00033430 DIN: - 00006983

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Mar 31, 2010

The Directors have pleasure in presenting the Directors Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS:

Particulars Current Year Previous Year Amount (Rs. In Lacs) Amount (Rs. In Lacs)

Total Income 830.90 78.75

Profit Before Tax 232.69 11.98

Less: Provision for Tax 53.04 2.53

Profit after Tax Adjustment 179.64 9.45

PERFORMANCE PREVIEW :

Total income for the year was Rs. 830.90 Lacs (Previous Year Rs. 78.75 Lacs). Profit for the year was Rs. 232.69 Lacs (Previous Year Rs. 11.98 lacs) but after making adjustment for the tax the net profit is Rs. 179.64 Lacs against a net profit of Rs. 9.45 Lacs in the previous Year.

DIVIDEND :

Your Companys Directors do not recommend any dividend to the Shareholders of the Company for the Financial Year 2009-2010.

CHANGE OF NAME :

The Company is completely into education business. In order to reflect the name of the company in accordance with the business presently carried on, the Company through postal ballot changes its Main Object as well as the name of the company. The present name completely reflects the business activities of the company.

BUSINESS OPERATION REVIEW :

TAKEOVER OF TRUMP & GATES

The Company has Taken over TRUMP & GATES for the Cash consideration of INR 56.5 Million. Trump & Gates is a Delhi based 10 year old, ISO 9001-2008 Certified Test Preparatory Institute providing specialized training for various entrance and main examinations such as Actuarial Science, GATE, IES, PSU, MBA (CAT for IIMs), GRE, GMAT, IELTS, TOEFL etc.

ACQUISITION OF VSOFT SERVICES PRIVATE LIMITED BY THE COMPANY

The management of the Company has entered into an agreement with the shareholders of Vsoft Services Private Limited for acquisition of 100% Shareholding of the Company and also change in management of Vsoft Services Private Limited.

Vsoft is 14years old Mumbai based Indian Language software Development Company. The total takeover consideration fixed at Rs. 1,50,00,000/-. DMC paid the entire takeover consideration by preferential allotment of 5,00,000 equity shares of Rs. 5/- at a premium of Rs. 25/- each subject to compliance of SEBI (Issue of Capital & Disclosure Requirement, 2009)

QUEST TUTORIALS

The company has proposed to merge Quest Tutorials. Quest initiated “Power Coaching for IITJEE”, a unique system of IITJEE preparation that maximizes student performance by synchronizing studies with Class 11/12.

SUBSIDIARIES :

At presentthe Company has one subsidiaries company, DMC Institute of Employability Skills Private Limited.

ALLIANCES AND STRATEGIC TIE-UPS :

TECHNOLOGY PARTNERSHIP WITH BALLISTIC LEARNING

M/s. Ballistic Learning Pvt. Ltd., one of the prominent e-learning solutions and services providers in India as its Technology partner for its Educational Division.

Ballistic Learning will provide DMC the following solutions and services to cater to its target audiences in India and overseas:- 1. Learning Management System

2. Content Management System

3. Integration of e-tutoring system

4. E-Learning content development advisory

5. E-Learning advisory

6. Managed hosting

7. Support and Maintenance

STRATEGIC TIE-UP WITH AOC

The Company has entered into an agreement with ACADEMY OF COMMERCE STUDIES PRIVATE LIMITED, one of the prominent education company in North India for opening of Trump & Gates Centers and other verticals of the Company in various locations. Apart from infrastructure uses, both parties will also share marketing resources, network of each other for business development and also the technology acquired/developed by each other. This will increase the synergy of operation between two companies. Academy of Commerce (AOC) has been a pioneer in CA education. After 28 years of excellence it is now considered to be a premier institute for all levels of training. The institute has benefited more than 65,000 students, producing top rank holders of India every year. AOC believes in delivering knowledge solutions with respect to a career driven approach of learning. The academy focuses on shaping students to become world-class CA professionals enabling them to choose from a range of career options that are available. AOC prescribes performance based sessions divided in modules which are regularly upgraded to suit the standards of the Institute of Chartered Accountants of India (ICAI). AOC gives them the advantage to specialize in different areas with concrete expertise. AOC trains students to have a strong base of fundamentals. AOC understands the need of consistent result-oriented education and thus provides complete and assured standards of excellence.

FUTURE EXPANSION - FRANCHISEE MODEL :

As a part of expansion strategy, the company is planning to set-up franchisee network all over India. Through the franchisee network, the company will offer its existing coaching. For this purpose and to ensure uniformity of delivery, the Company also entered into a Business Solution Agreement with Aurus Network Infotech Private Limited. Aurus through its flagship product “DG-Eye Connect” will connect studio classrooms to multiple learning centers, for live lecture recording and streaming, along with two way audio/video/text interaction.

PARTICULARS OF EMPLOYEES :

None of the employees of your company were drawing emoluments exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975 during the year.

DEPOSITS :

The Company has not accepted or renewed any sort of deposits during the Financial Year 2009-10 under section 58A and 58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE :

The Board of Directors supports the principles of Corporate Governance. In addition to the basic governance issues the board lays strong emphasis on transparency, accountability and integrity. Your company strives for excellence with the objective of enhancing the shareholders value. We ensure the practice of Corporate Governance in your esteemed company. All function is discharged in professionally sound, competent and transparent manner.

A detailed report on the companys efforts at the adopting principles of corporate Governance as prescribed under the clause 49 of the listing agreement is produced as part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

Since the Company has not carried on the Business, which requires the particulars to be set out as 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, 1998 in the Directors report, the same provision is not applicable.

COMPANY SECRETARY :

As per the requirement of Section 383A, the Management of the Company is trying to appoint a Company Secretary but Company has not found a suitable Candidate for the office of Company Secretary. Hence the companys Balance Sheet for the Financial Year ended 31st March 2010 has not been authenticated by the Company Secretary.

FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned any foreign exchange from its business operation during the current year. There is no outgo of foreign exchange during the year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of sub – section (2AA) of Section 217 of the Companies Act, 1956, your Directors hereby confirm:

(I) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(II) That the Directors 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 as on 31st March, 2010 and of Profit of the company for that period.

(III) That the Directors had taken proper and sufficient care 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; and

(IV) That the directors had prepared the annual accounts on a going concern basis.

DIRECTORS :

In accordance with the Articles of Association of the Company P. K. Awasthi retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS :

M/s M.K. Goswami & Co., Chartered Accountants Delhi, Statutory Auditors of the company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re- appointment.

AUDITORS REPORT :

The Directors have gone through the Auditors reports and are in agreement with the same.

REGISTRAR AND TRANSFER AGENTS :

The work related to shares in Demat and Physical mode is done by Registrar and Transfer Agent of the Company: M/s Alankit Assignments Limited. 2E/21, Jhandewalan Extension, New Delhi-110055

LISTING :

The Equity Shares of Company are listed with Bombay Stock Exchange Limited (BSE Code-517973, Scrip ID-DMCINTER) and Delhi Stock Exchange Limited.

CASH FLOW STATEMENT :

As required under clause-31(2) of the Listing Agreement, a cash flow statement, as prepared in accordance with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

CAUTIONARY STATEMENT :

Statement in this report, particularly those which relate to Management Discussion and Analysis describing the Companys objective, projections, estimates and expectations may constitute “forward looking statements” within the meeting of applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statement depending on the circumstances.

INTERNAL CONTROL SYSTEM :

The company has a reasonable control system commensurate with its size and the nature of services provided by the company, which is being reviewed, periodically for more effectiveness. The company has an audit committee, which regularly reviews the internal audit observations and put corrective measures through justified actions.

HUMAN RESOURCES DEVELOPMENT :

The Company continues to enjoy cordial and warm relations with the employees and executives at all levels. It provides direction for the people working in the organization. Special training programs, workshops, seminars, etc. were continued during the year with a focus towards infusion of technical skill and quality consciousness in order to improve productivity, efficiency and quality.

INDUSTRIAL RELATIONS :

The industrial relation among all with in the organization was cordial. They maintained highest level of discipline and decency for the growth of the organization.

GENERAL :

The note forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not required to be dealt separately.

APPRECIATION :

The Directors wish to place on record its appreciation for the continued co-operation extended by various Financial Institutions, Bankers, Govt. Departments and the members. The Directors also express their appreciation to the employees at all levels, for their dedicated services rendered to the Company.

Date: 4th September 2010 By Order of the Board

Place: New Delhi of DMC Education Limited

Sd/- Sd/- Sham Sunder Gupta Saroj Gupta Managing Director Director