Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their report for the year
ended 31st March 2011 together with the Balance Sheet as at 31st March
2011 and the Profit and Loss account for the year ended on that date.
Performance Review
Your company's performance has been significant this year on revenues
as well as on reach and spread in its market space. Your company has
grown spectacularly in revenues on Academics, Test Preps, Skill
development training, Employment and Careers, and knowledge sharing on
the move. Your company has been broadly carrying out business in the
four business streams viz., Online retail learning and careers
solutions (LAMPSGLOW), in-campus schools and college support
[V1DHYADHANA), Skill development training on employability (EDSEED),
knowledge sharing solutions on the move (HUMTHUM). This year, your
company has signed up with Gujarat Government on Skill Development
Centers (SUCs), with 1L&FS education for moving their e-learning
contents for K thru 12 into its online portal, with Sreeram Coaching
Point (SCP) for CA courses online, among several other such
relationships for growth. Your company has sustained margins of
business, thanks to the well researched technology-led business model
that seamlessly services students and job seekers online with
affordable rates using Broadband and easy-to- reach internet enabled
devices. Your company has launched a path-breaking solution for
humanity to share their knowledge and information on the move using
their low-cost smartphones. This product called HUMTHUM has already
gained significant acceptance with over 100,000 users downloading its
apps from mobile phones. Your company has signed up with SAMSUNG and
BLACKBERRY to move learning and career solutions in Mobile phones to
reach the unreached in breadth and width of the country.
During the year, your company increased its reach into Schools through
Vidhyadhana. Your company has also spread its wings across India with
Dealers and Distributors selling the online learning and career
solutions through instant and seamless mobile based transfers of
credits on payment.
Going forward, your company has plans to multifold its reach to service
with a target of 1 Crore user base in the next 1 year with a worldwide
reach as target. This is achievable considering the fact that your
Financial Highlights (Rs.)in lakhs
Audited consolidated Audited consolidated
Particulars financial statement for financial statement for
the year ended the year ended
March 31st 2011 March 31st 2010
Total Income 10777.29 5268.30
Total Expenditure 5285.36 2886.69
Profit Before Tax 5491.93 2381.61
Less: Provision for Income Tax 1121.56 436.55
Add( )/Less(-) Provision for
Defered Tax 201.36 143.05
Profit After Tax 4169.01 1802.01
Less: Provision for Dividend
& Dividend Distribution Tax 554.72 421.39
Balance of Profit Carried to
Balance Sheet 3614.29 1380.62
Company's solutions are now in Mobile phones, Tablets, DTH technologies
apart from Laptop and Desktop connecting Internet. Moreover, the
Content-on-Lease (CoL) model, another path-breaking solution from your
company has ensured that world-class contents and solutions from
third-party content owners are portable and usable to the community at
large without having to spend time, money, and effort in every such
content.
Overall, the year has been a landmark year for the company having grown
in revenues, technology, reach and spread, collaborating world-class
brands to bring out the learning and career solutions to the needy
instantly and seamlessly.
Dividend
Your Directors are pleased to recommend a final dividend of 30% (Rs. 3/-
per Equity share ofRs. 10/-) for the year ended 31.03.2011. After
approval by the shareholders at the ensuing Annual General Meeting, the
dividend will paid in line with the applicable regulation.
Fixed Deposit
During the year under review, the Company has not accepted any Fixed
Deposit from the public.
Capital Issues During the Year (upto the date of this report)
1-Allotment of equity shares 2987804 Equity Shares on Qualified
Institutional Placement:
During the year the company has allotted 2987804 Equity Shares at a
price ofRs. 205/- Per share ie., Rs.10/- each, at a premium ofRs. 195
aggregating to an extent of Rs. 61,24,99,820 to Qualified Institutional
Buyers.
2. Issue of 336235 equity shares on preferential basis to
Non-Promoters:
During the year the company has issued 3,36,235 Equity Shares at a
price ofRs.. 214/- per share i.e. Rs. 10/- each at a premium ofRs. 204/-
aggregating to an extent ofRs. 7,19,54,290 to the non- promoters of the
company.
3. Issue of 11,68,224 Equity Warrants to non-promoters:
During the year the company has issued 11,68,224 Equity warrants at a
price ofRs. 214 per warrant i.e.,10/- each at a premium of 204/- per
warrant aggregating to an extent ofRs. 25,00,00,000 on Preferential Basis
to Non-Promoters.
4. Issue of equity shares 19930 Equity Shares and 467290 Equity
Warrants on preferential basis to Non Promoters:
During the year the company had issued 19930 Equity Shares of 7 10/-
each, and 467290 Fully Convertible Equity warrants of 710/- each for
cash at a price ofRs. 214/- per warrant/share i.e. 7 10/- each at a
premium of 7 204/- aggregating to an extent of 7 10,42,65,080 on
preferential allotment basis to the Non-Promoters of the Company
5. Issue of 155763 equity shares to non-promoter by conversion of fully
convertible warrants:
During the year the company had issued 1,55,763 shares of face value 7
10/- each for cash at a price of 7 214/- per share i.e. 7 10/- each at
a premium ofRs. 204/-aggregatingto 7 3,33,33,282/- on preferential basis
to a non-promoter
6. Issued 16,00,000 GDRs underlying 80,00,000 Equity Shares at an Offer
Price of USD 14.93 PerGDR(lNR132.49Pershare).
During the year the company had issued 16,00,000 GDRs underlying
80,00,000 Equity Shares at an Offer Price of USD 14.93 per GDR (INR
132.49 per share] aggregating to 7 1,05,99,10,560/- to THE BANK OF
NEWYORKMELLONDR
Subsidiary Company
Vidhyadhana Education P Ltd., is a wholly owned subsidiary company
incorporated in the year 2009. The company works with schools in 3
different business models viz., Online ERP services, Hitech School
Solutions, Investment based end-to-end infrastructure support
solutions, Vidhyadhana has increased its presence this year into a
number of schools compared to lastyear.
A statement in respect of details of subsidiary company viz Vidhyadhana
Eduction Private Limited pursuant to Section 212 of the Companies Act,
1956 is attached herewith to this report
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' report, Balancesheet and Profit & Loss account of
our subsidiaries. The Ministry of Corporate Affairs, Government of
India vide its circular no. 2/2011 dated February 8,2011 has provided
an exemption to companies from complying with Section 212, provided
such companies publish the audited consolidated financial statements in
the Annual Report. Accordingly, the Annual Report 2010-11 does not
contain the financial statements of our subsidiaries. The audited
annual accounts and related information of our subsidiaries, where
applicable, will be made available upon request. These documents will
also be available for inspection during business hours at our
registered office in Chennai, India. The same will also be published on
our website
Directors
Mr.S.Arvind, Director of the company retire at the ensuing Annual
General Meetingof the company pursuant to the provisions of Section 255
of the Companies Act, 1956 and he being eligible, seekre-appointment.
Auditors
The Statutory Auditors, M/s. Raj and Ravi, Chartered Accountants,
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment for the current financial year. The
auditors have expressed their willingness to continue in office if
re-appointed. Your Board recommends their re-appointment.
Particulars as required under Section 217(1)(E) of the Companies Act,
1956
A) Conservation of Energy
Though the company has not carried on any manufacturing activities, it
had taken steps to conserve energy in its office/godown use, consequent
to which energy consumption has been minimized. No additional
Proposals/Investments was made to conserve energy. Since the company
has not carried on any industrial activities, disclosures regarding
impact of measures on cost of production of goods, total energy
consumption, etc. Are not applicable.
B) Technology Absorption
The company has not adopted/intend to adopt any technology for its
business and hence no reporting is required to be furnished under the
heading,
C) Foreign Exchange Earnings & Outgo
- Foreign Exchange earnings : 731,16,02,000/-
- Foreign Exchange outgo : 718,11,833/-
Particulars of Employees Pursuant to Section 217(2A) of the Companies
Act, 1956
As required under the provisions section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of employee are set out in
the Annexure to this report.
Directors' Responsibility Statement The Directors confirm that
a)In the preparation of the annual accounts, the applicable accounting
standards have been followed
b> Appropriate accounting policies have been selected and applied
consistently and judgements and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as on 31st March, 2011 and of the profit of the company for
the year ended 31st March, 2011
c)Proper and sufficient care have been taken 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.
d) The annual accounts have been prepared on a going concern basis.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor' certificate
regarding compliance of the same are made part of this Annual Report
and the Employees.
Acknowledgements
The Directors acknowledge with gratitude and wish to place on record
their appreciation for the valuable support and kind co-operation
extended to the company by the Company's Bankers, Financial
Institutions, Government Authorities, Shareholders,
For and on behalf of the Board of Directors
Date: 30.08.2011 S.Giridharan
Place: Chennai Chairman & CEO
Mar 31, 2010
The Directors take great pleasure in presenting their report for the
year ended 31st March 2010 together with the Balance Sheet as at 31st
March 2010 and the Profit and Loss account for the year ended on that
date.
Financial Highlights
Audited financial Audited financial
statement for the statement for the
year ended March year ended March
31st 2010 3ist 2009
TOTAL INCOME 52,68,29,900 8,58,26,129
TOTAL EXPENDITURE 28,86,69,555 3,82,00,397
Profit Before Tax 23,81,60,345 47625.732
Less: Provision for Income
Tax - Current 4,36,55,262 58,83,850
Less: Provision for Fringe
Benefit Tax 0 40.674
Add (+) / Less (-) Provision for
Deferred Tax 1,43,05,491 47,89,190
Profit After Tax 18,01,99,592 3,69,12,018
Less: Provision for Dividend &
Dividend Distribution Tax 4,21,39,259 1,40,46,420
Balance of Profit Carried to
Balance Sheet 13,80,60,333 2,28,65,598
Dividend
Your Directors are pleased to recommend a final dividend of 30%
(Rs..3/- per share) for the current period. The total amount of
dividend is Rs.3,60,18,000/- after approval by the shareholders at the
ensuing Annual General Meeting, the dividend will be paid in line with
the applicable regulation.
Fixed Deposit
During the year under review, the Company has not accepted any Fixed
Deposit from the public.
Capital Issues During The Year - Increase in Share Capital, Issue of
Convertible Warrants to promoters, Issue of Qualified Institutions
Placements.
INCREASE IN AUTHORIZED CAPITAL
During the year the company has increased its authorized share capital
from Rs14,00,00,000/- (Rupees Fourteen Crores) to Rs 25,00,00,000/-
(Rupees Twenty Five Crores) by creating additional equity capital of
Rs11,00,00,000/- (Rupees Eleven Crores) divided into 1,10,00,000 (One
Crore and Ten Lakhs) Equity shares ofRs10/- (Rupees Ten) each ranking
for dividend and in all other respects pari passu with the existing
equity shares in the company vide ordinary resolution passed by the
shareholders in the Extraordinary
General Meeting held on 25th day of March 2010.
ISSUE OF EQUITY SHARES TO PROMOTERS BY ISSUE OF FULLY CONVERTIBLE
WARRANTS
During the year the company had issued 2,27,273 fully Convertible
Warrants of face value of Rs10/- each with a premium ofRs78/-
aggregating to Rs2,00,00,024/- to the promoters Mr. S. Giridharan and
Mrs. G. Gita. As on the date of this report the same has been converted
into equity shares with effect from 14.06.2010.
ISSUE OF EQUITY SHARES THROUGH QUALIFIED INSTITUTIONS PLACEMENTS
During the year your company decided to issue Qualified Institutions
Placements upto Rs130 Crore via equity shares to be subscribed by QIBs.
The company is proposing to utilize the funds so raised for making
substantial investments over the next few years for expanding its
business into Schools, Online tuition services segment and also
proposes to upgrade its Learning Management System to include
Institutions Management Systems, Content Development, Infrastructure
for Higher Education and Career Placement segments and also for
expanding its presence Pan India through more representative offices
and partner centers and the subsequent promotion campaign exercise for
Pan India roll out.
Subsidiary Company
Your directors are pleased to inform you that we have incorporated a
wholly owned subsidiary on 30th December 2009 in the name of
"Vidhyadhana Education Private limited", the Academy of Excellence for
Industry Demand Aligned Education, to enhance the quality of learning
among students so as to find and map their interest and natural
background to an appropriate career stream at their young age.
Vidhyadhana encompasses fun-filled learning for primary education,
improving the academic performance of students from primary to higher
secondary, imparting the students with career orientation apart from
improving the teachers training skills and the overall quality of
schools with better infrastructure and management. Leading
Educationalists shall govern the Academy to monitor and improve the
said objectives of the academy. A school partnering with Vidhyadhana
shall be directly managed by the Academy with the teachers and
management on the rolls of the Academy. The school owner continues to
own the school and gets an opportunity to also work for the school. A
statement in respect of details of subsidiary company viz Vidhyadhana
Education Private Limited pursuant to Section 212 of the Companies Act,
1956 is attached herewith to this report.
The directors of the company are Mr. S. Giridharan, Mrs. G. Gita and
Mr. T. S. Ravichandran.
Performance Review
Your company has performed well during the year in Education and
Placement in both online and offline framework. Your company derived
its revenues primarily from three lines of businesses during this year:
Vocational skills training under DGE&T, Partner branding and licensing,
and Online learning and placement services.
Your company during the year launched LAMPSGLOW.com, which provides
services of e-learning, online tutoring, test preparations, and career
engagements online anywhere, anytime. Your company became an authorized
Vocational Training Provider (VTP) to the RDAT. During the year, your
company also launched the Vidhyadhana School segment of business as a
new stream of revenue, acquired K-12 content, school ERP application as
well as online tuition servicing entities. Your company entered into
pre-school business, online tutoring business, and in also IIT-JEE and
AIEEE entrance exam support.
Your companys partner centers sell all the companys products and
services such as the Vocational Skills, product licenses, and web based
services through their reach and spread in their respective regions and
locations. Your company further engaged widespread Dealer and
Distributor network to sell the LAMPSGLOW.com products apart from
online methods. A user of
LAMPSGLOW.com can pay up for pre-paid usage in offline mode too,
through a unique login-id based framework interfacing automatically
with the HQ backbone called LAMPS engine.
Directors
Mr. T. S. Ravichandran, Director of the company, retires at the ensuing
Annual General Meeting of the company pursuant to the provisions of
Section 255 of the Companies Act, 1956 and he being eligible, seeks
re-appointment. The Brief Profile of the aforesaid Director is given
hereunder.
Mr. T. S. Ravichandran, (49 years), is an Independent Non- Executive
Director of Edserv Softsystems Limited and is a Practicing Chartered
Accountant. He has completed his Bachelors (Science) Degree from
Vivekananda College, Chennai and completed all the three professions
viz,. Chartered Accountant, Company Secretary and Cost and Works
Accountant, and has also completed his Systems Audit C.I.S.A exams from
ISACA, Illinois, United States of America.
Auditors
The Statutory Auditors, M/s. Raj and Ravi, Chartered Accountants,
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment for the current financial year. The
auditors have expressed their willingness to continue in office if
re-appointed. Your Board recommends their re-appointment.
Particulars as required under section 217(i)(e) of the companies Act,
1956
A) CONSERVATION OF ENERGY
Though the company has not carried on any manufacturing activities, it
had taken steps to conserve energy in its office/godown, consequent to
which energy consumption has been minimized. No additional
Proposals/Investments was made to conserve energy. Since the company
has not carried on any industrial activities, disclosures regarding
impact of measures on cost of production of goods, total energy
consumption, etc. are not applicable.
B) TECHNOLOGY ABSORPTION
The company has not adopted/intend to adopt any technology for its
business and hence no reporting is required to be furnished under the
heading.
C) FOREIGN EXCHANGE EARNED & USED
Since the company has not carried on any export during the financial
year under review, the disclosure requirement relating to exports,
initiatives taken to increase exports: development of new export
markets for products and services and export plans is not applicable to
the company.
Foreign Exchange earned during the year: Rs Nil (PY Rs Nil)
Particulars of Employees Pursuant to Section 217(2A) of the Companies
Act, 1956:
As required under the provisions section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of employee are set out in
the Annexure to this report.
Directors Responsibility Statement
The Directors confirm that
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed
b) Appropriate accounting policies have been selected and applied
consistently and judgements and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as on 31st March, 2010 and of the profit of the company for
the year ended 31st March, 2010
c) Proper and sufficient care have been taken 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.
d) The annual accounts have been prepared on a going concern basis.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor certificate
regarding compliance of the same are made part of this Annual Report.
Acknowledgments
The Directors acknowledge with gratitude and wish to place on record
their appreciation for the valuable support and kind co-operation
extended to the company by the Companys Bankers, Financial
Institutions, Government Authorities, Shareholders, and the Employees.
For and on behalf of the Board of Directors
Date: 30.08.2010 S.Giridharan
Place: Chennai Chairman & CEO
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