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Directors Report of Everonn Education Ltd.

Mar 31, 2015

Dear Members,

The Directors submit the Annual Report of the Company along with Audited Financial Statements for the financial year ended March 31,2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

Rs. In Lakhs

Particulars 31st March 31st March 2015 2014

Income from operations 2,832.54 4,322.99

Other Income 28.59 33.89

Total Revenue 2,861.13 4,356.88

Total expenditure before interest & 3,359.44 4,051.50 Depreciation

Operating Profit/Loss (EBIDTA) (498.31) 305.38

Interest 4,029.06 4,707.72

Depreciation/Amortization 3,277.24 4,618.52

Profit before exceptional and (7,804.61) (9,020.86) extraordinary items and tax

Less Exceptional items 634.39 6,495.49

Profit before tax (8,439.00) (15,516.35)

Deferred Tax - 3,434.43

Profit after tax (PAT) (8,439.00) (12,081.92)

2. Subsidiary Companies

The Company has 15 subsidiary companies as on March 2015; There are associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Clause 41 of the Listing Agreement, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report which forms part of this Report.

3. Directors and key managerial personnel

Mr. Srinivasan, Managing Director, stepped down from the Board of the Company on Feb 2, 2015 due to personal reasons. He was associated with the Company for the past two years. The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

Mr. Natarajan Ranganathan and Mr. Lakdawala Turab Mohd Hussein, Independent Directors of the Company also resigned from the Board on Feb 2, 2015 due to their personal reasons.

Mr. C N Radhakrishnan was appointed as Managing Director & Chief Executive Officer of the Company with effect from 2nd February 2015. He is a Management graduate from XLRI, Jamshedpur majoring in Finance and Systems. He is a Post Graduate Diploma in Computer Management from University of Pune. He is currently holding a senior position in Varkey Group and a Board Member of GEMS Education. He has been leading the Varkey Groups Education business interest in India viz GEMS India, Everonn Education and Dream India Schools.

Mr. Ajay Shetty, was appointed as an Additional Director of the Company with effect from 2nd February, 2015 to hold office upto the ensuing Annual General Meeting.

Mr. Sandeep Maniyar was appointed as Additional Director with effect from 2nd February, 2015. The Board also appointed him as an Executive Director and Chief Financial Officer with effect from the same date for a period of three years.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Mustafa Shariff and Ms. Priyanka Gupta, were appointed as Independent Directors of the Company with effect from 2nd February 2015 and 23rd May 2015 respectively.

The resolutions seeking approval of the Members for the appointment of Mr. C N Radhakrishnan, Mr. Ajay Shetty, Mr. Sandeep Maniyar, Mr. Mustafa Shariff and Ms. Priyanka Gupta have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company have received notices under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Ajay Shetty and Mr. Sandeep Maniyar.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. C N Radhakrishnan, Chief Executive Officer and Managing Director, Mr. Sandeep Maniyar, Executive Director and Chief Financial Officer and Mr.N.P. Mathi Lingan, Company Secretary as key managerial personnel of the Company were formalized.

4. Auditors

M/s. P. Chandrasekar, Chartered Accountants, Statutory Auditors of the Company holds office upto the date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. P. Chandrasekar, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Sixteenth AGM to be held in the year 2016, subject to ratification of their appointment at every AGM.

5. Number of Meetings of the Board

Six meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

6. Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

7. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

8. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. Auditors' report and secretarial auditors' report

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

11. Risk management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

12. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report.

14. Corporate social responsibility

All though the provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company, the Company has voluntarily initiated CSR activities by committing itself towards spreading quality education across rural India. Your Company will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all- around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and prosperous communities. Through this initiative, Everonn's employees, education content & technological strength aim to make a difference in many students' lives and their learning experiences.

15. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And outgo:

The Companies policy on conservation of energy, technology and Foreign Exchange Earnings & outgo is as provided hereunder:

(i) Conservation of Energy - The Company has planned and installed equipments in a manner that maximum energy is conserved

(ii) The Company's business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below

Rs. in 000

Year Ended Year Ended Particulars 31-03-2015 31-03-2014

Expenditure in Foreign Currency

Business Associate Expenses 712 -

Travel and Conveyance 408 3,975

Earnings in Foreign Exchange

Testing and other Services 2,574 4,395

16. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Our directors' of the Company does not get any remuneration from our Company so the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year does not arise.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

NIL

c. The percentage increase in the median remuneration of employees in the financial year: NIL

d. The number of permanent employees on the rolls of Company is 1056.

e. The explanation on the relationship between average increase in remuneration and Company performance:

There is no increase in remuneration of employees so explanation in this regard does not arise.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 ( Rs.in lakhs) 67.70

Revenue ( Rs.in lakhs) 2,861.13

Remuneration of KMPs (as % of revenue) 2.37

Profit before Tax (PBT) ( Rs.in lakhs) (8,439.00)

Remuneration of KMP (as % of PBT) (0.80)

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, March 31, % Change 2015 2014

Market Capitalisation 5387.74 8729.81 (38.28) ( Rs. in Lakhs)

Price Earnings Ratio (0.64) (0.69) (7.35)

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, Aug, 2007 % Change 2015 IPO

Market Price ( BSE ) 22.40 140 (84.00)

Market Price ( NSE ) 22.00 140 (84.28)

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial emuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

None

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr.CN. Radhakrishnan Mr. Sandeep Maniyar

Remuneration in FY 15 (Rs in lakhs) Nil Nil

Revenue (Rs in lakhs) 2,861.13

Remuneration as % of revenue Nil Nil

Profit before Tax (PBT) (Rs in lakhs) (8,439.00)

Remuneration (as % of PBT) Nil Nil

Mr. N P Mathi Lingan Mr. Ganapathy Puranik

Remuneration in FY 15 (Rs in lakhs) 13.70 54.00

Revenue (Rs in lakhs) 2,861.13

Remuneration as % of revenue 0.48 1.88

Profit before Tax (PBT) (Rs in lakhs) (8,439.00)

Remuneration (as % of PBT) (0.16) (0.64)

k. The key parameters for any variable component of remuneration availed by the directors:

Directors are not paid any remuneration other than sitting fees for independent directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Directors are not paid nay remuneration other than sitting fees for independent directors.

m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

17. Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

18. Listing of Shares

The Equity Shares of your Company have been listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2014-15 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL have also been remitted by the Company.

19. Corporate Governance Report & Management Discussion And Analysis

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis are attached and forms part of this report.

20. Extract of annual return

As provided under Section 92(3) of the Act, the extract of Annual Return is given in the prescribed Form MGT-9, which forms part of this report.

21. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.everonn.com/investors).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:www.everonn.com/investors)

Policy on dealing with related party transactions is available on the website of the Company (URL: www.everonn.com/investors).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.everonn.com/investors).

22. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

23. Statutory Disclosure

None of the Directors of your Company are disqualified as per provisions of Section 164 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

24. Compliance Certificate

A Certificate from the Mr. S Hari Krishnan, Practicing Company Secretaries (Membership No. ACS 13740) regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to this report.

25. Acknowledgement and Appreciation

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization's growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Bankers, Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners and other Business Associates.

For and on Behalf of the Board

Sandeep Maniyar C N Radhakrishnan Whole-time Director Managing Director

Place: Chennai Date: 18-Aug-2015


Mar 31, 2014

To the Members,

The Directors submit the Annual Report of the Company along with Audited Financial Statements for the financial year ended March 31, 2014.

1. Financial Results

Rs. In Lakhs Particulars 31st March 2014 31st March 2013

Income from operations 4,322.99 11,501.04

Other Income 33.89 43.63

Total Revenue 4,356.88 11,544.67

Total expenditure before Interest & Depreciation 4,051.50 19,153.27

Operating Profit / Loss (EBIDTA) 305.38 (7,608.59)

Interest 4,707.72 5,110.92

Depreciation / Amortization 4,618.52 4,931.28

Profit before exceptional and extraordinary items and tax (9,020.86) (17,650.80)

Less Exceptional items 6,495.49 23,242.65

Profit before tax (15,516.35) (40,893.44)

Deferred Tax 3,434.43 15,351.38

Profit after tax (PAT) (12,081.92) (25,542.07)

2. Issue of Equity shares

During the year, your company issued 10,91,303 Equity shares of Rs. 10/- each at Rs. 39.69/- per share (including a premium of Rs. 29.69/- per share) were preferentially issued and allotted on March 27, 2014 to M/s. The Concorde Residential Schools (Kerala) Private Limited, being an entity forming part of the promoters and promoter group upon conversion of outstanding loan amount of Rs.4,33,13,816/- (Rupees Four Crores Thirty Three lakhs Thirteen Thousand Eight Hundred and Sixteen Only).

Another 10,91,303 Equity shares of Rs. 10/- each at Rs. 39.69/- per share (including a premium of Rs. 29.69/- per share) of the Company were preferentially issued and allotted on May 26, 2014 to M/s. The Concorde Residential Schools (Kerala) Private Limited, being an entity forming part of the promoters and promoter group upon conversion of the one Optionally Convertible Debenture (OCD) of value Rs. 4,33,13,816/- (Rupees Four Crores Thirty Three lakhs Thirteen Thousand Eight Hundred and Sixteen Only) which was originally issued on March 27, 2014 by converting the outstanding loan amount.

This was pursuant to the approval of Shareholders of the Company in the Extraordinary General Meeting held on 6th March 2014. As a result of this, the issued, subscribed and paid up capital of the Company has increased from Rs. 21.86 Crores to Rs. 24.05 Crores.

The relevant date was inadvertently mentioned in the Notice calling the Extraordinary General Meeting held on 6th March 2014 as 3-Feb-2014 as a matter of error in interpretation. Obliging to the Stock Exchange view, we revised the relevant date as 4-Feb-2014.

3. Subsidiary Companies

The Company has 15 subsidiary companies; there has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries companies.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection during business hours, as above, at the head offices/ registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any members on demand.

4. Directors

The Board consists of Six Directors as at 31st March, 2014, including one Alternate Director. The Board has four Non-Executive Directors, out of whom two are independent directors and also the Chairman of the Board is Non-Executive & Independent Director.The composition of the Board is in conformity with Clause 49 of the Listing Agreement, which stipulates that not less than fifty percent of the Board should comprise of Non- Executive Directors and if the Chairman is an Executive Director, at least half of the Board should be independent.

During the year Mr. Sandeep Maniyar was appointed as an Alternate Director to Mr. C N Radha Krishnan.

Mr. R. Natarajan and Mr. Lakdawala Turab Mohd Hussein, independent directors of the company, being eligible seek appointment for a term of five years in accordance with the provisions of the Companies Act, 2013. The Board of Directors recommend their appointment.

5. Auditors

M/s. P. Chandrasekar, Chartered Accountants, Statutory Auditors of the Company hold office upto the date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. P.Chandrasekar, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusionof the Fifteenth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

6. Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Company''s (Disclosure of particulars in the report of the Board of Directors) Rules 1988 is provided hereunder.

(i) Conservation of Energy – The Company has planned and installed equipments in a manner that maximum energy is conserved.

(ii) The Company''s business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

7. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report section. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

8. Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

9. Listing of Shares

The Equity Shares of your Company have been listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2014-15 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL have also been remitted by the Company.

10. Corporate Governance Report & Management Discussion and Analysis

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis are attached and forms part of this report.

11. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed;

a) That the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) That the Directors have 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;

d) That the annual accounts were prepared for the financial year ended 31st March 2014 on a going concern basis.

12. Statutory Disclosure

None of the Directors of your Company are disqualified as per provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

13. Compliance Certificate

A Certificate from the M/s. G L Subramanian, Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to this report.

14. Corporate Social Responsibility

Everonn India Foundation is committed towards spreading quality education across rural India. The foundation will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all-around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and prosperous communities. Through this initiative, Everonn''s employees, education content & technological strength aim to make a difference in many students'' lives and their learning experiences.

15. Acknowledgement and Appreciation

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization''s growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners, Bankers and other Business Associates.

For and on Behalf of the Board

C N Radhakrishnan A Srinivasan Director Managing Director

Place: Chennai Date: 12-Aug-2014


Mar 31, 2013

To the Members,

The Directors submit the Annual Report of the Company along with Audited Financial Statements for the financial year ended March 31, 2013.

1. Financial Results

Rs. In Lakhs Particulars Financial Results for the year ended 31-March-2013 31-March- 2012

Income from operations 11,501.04 30,381.52

Other Income 43.63 618.16

Total Revenue 11,544.67 30,999.68

Total expenditure before interest & Depreciation 17,494.90 23,525.57

Operating Profit/Loss (EBIDTA) (5,993.85) 6,855.95

Interest 6,769.30 4,827.63

Depreciation/Amortization 4,931.28 5113.00

Profit before exceptional and extraordinary items and tax (17650.80) (2466.52)

Less Exceptional items 23,242.65

Profit before tax (40,893.45)

Provision for tax (15351.38) (815.54)

Profit after tax (PAT) (25,542.06) (1,650.98)

SUBSIDIARY COMPANIES

The Company has 15 subsidiary companies; there has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211 (3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed informationwill be made available to any member of theCompany/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection during business hours, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy ofthe details of annual accounts of subsidiaries to any member on demand.

VII. DIRECTORS

The Board has undergone a complete re-constitution with the appointment of new Directors, Board appointed Mr. ASrinivasan, as Managing Director on 3rd April 2013, Mr. C.N.Radha Krishnan was appointed as an Additional Director on 30th May 2013, Mr. R. Natarajan.was appointed as an additional director on 3rd April 2013 and Mr. Turab Lakdawala was appointed as Additional Directors on 22nd May 2013.

As per the provisions of Section 260 of the Companies Act, 1956 the additional directors hold office only up to the date of the forthcoming Annual General Meeting (AGM) of the Company and are eligible for appointment as Directors. The Company has received notices under Section 257 of the Act, in respect of the above persons, proposing their appointment as a Director of the Company. Resolutions seeking approval of the members for the appointment of Mr. C.N.Radha Krishnan, Mr. R. Natarajan, and Mr. Turab Lakdawala as Directors of the Company havebeen incorporated in the Notice of the forthcoming AGM along with brief details about them.

During the year Mr. Rakesh Sharma, Managing Director, Mrs. Susha John, Whole Time Director, Mr. Joe Thomas, Mr. Marimuthu and Dr. M.S.Vijay Kumar, Directors resigned from the Board.

VIII. AUDITORS

M/s. RChandrasekar, Chartered Accountants, Statutory Auditors of the Company holds office up to date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to section 217 (1 )(e) of the Companies Act, 1956 read with the Company''s (Disclosure of particulars in the report of the Board of Directors) rules 1988 is provided hereunder.

(i) Conservation of Energy - The Company has planned and installed equipments in a manner that maximum energy is conserved

(ii) The Company''s business being IT education, every effort is made to ensure that changes in technology are communicated through out the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below

X. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors report section. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

XI. FIXED DEPOSITS

Your Company has not accepted any public deposits during the year.

XII. Listing of Shares

The Equity Shares of your Company have been listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2013-14 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL have also been remitted by the Company.

XIII. CORPORATE GOVERNANCE REPORT &MANAGEMENT DISCUSSION AND ANALYSIS

Corporate Governance Report and Management Discussion And Analysis Statement are attached to this report.

XIV. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed;

a) That the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) That the Directors have 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;

d) That the annual accounts were prepared for the financial year ended 31st March 2013 on a going concern basis.

XV. STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per provision of Section 274(1 )(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

XVI. COMPLIANCE CERTIFICATE

A Certificate from the M/s. G L Subramanian, Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to this report.

XVII. CORPORATE SOCIAL RESPONSIBILITY

Everonn India Foundation is committed towards spreading quality education across rural India. The foundation will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all-around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and prosperous communities. Through this initiative, Everonn''s employees, education content & technological strength aim to make a difference in many students'' lives and their learning experiences.

XVIII. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization''s growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners,Bankers and other Business Associates.

For and on Behalf of the Board

A. Srinivasan C N Radhakrishnan

Managing Director Director

Place: Chennai

Date: 14-Aug-2013


Mar 31, 2012

The Directors present the Twelfth Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2012.

I. FINANCIAL RESULTS

(Amt. in Rs. Lakhs)

Financial Results for the year ended

Particulars 31-March - 2012 31- March - 2011

Income from operations 30,381.52 30,162.93

Other Income 618.16 516.06

Total Revenue 30,999.68 30,678.99

Total expenditure before interest & Depreciation 24,558.90 14,754.35

Operating Profit / (Loss) (EBIDTA) 6,440.78 15,924.63

Interest 3,794.31 2,032.41

Depreciation / Amortization 5112.99 3588.79

Profit / (Loss) before tax (2466.52) 10,303.43

Provision for tax (815.54) 3006.90

Profit / (Loss) after tax (1650.98) 7296.53

II. VARKEY GROUP

During the financial year 2011 - 12, the Company has allotted 26,18,120 equity shares to Varkey Group Limited (VGL) on 16th December 2011 under a Memorandum of Understanding executed between the Company, VGL and SKIL Infrastructure Limited on 19th September 2011. Pursuant to this allotment, VGL has been inducted as a co-promoter of the Company. In accordance with the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997, Varkey Group Limited, along with Gems Education (Asia) 1 Limited (GEMS), Mr. Sunny Varkey and Mrs. Sherly Varkey made an open offer to the shareholders of the Company for the acquisition of their shares at the price of Rs. 528/- per share. In accordance with the terms and conditions of a letter of offer dated 5th December 2011, GEMS acquired 44,93,962 equity shares from the shareholders of the Company and was inducted as a co-promoter of the Company. The management and control of the Company has been taken over by Varkey Group Limited.

III. SUBSIDIARY COMPANIES

The Company had 13 subsidiaries at the beginning of the year. Two subsidiaries were set up during the year viz.:

(i) Everonn Skilling India Limited

(ii) Everonn Skill Products Development Limited

The total number of subsidiaries as on March 31, 2012 is 15.

There has been no material change in the nature of business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection during business hours, as above, at the corporate / registered office of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

IV. DIRECTORS

Mr. Dino Varkey and Mr. Rakesh Sharma have been appointed as Additional Directors on February 13, 2012. As per the provisions of Section 260 of the Companies Act, 1956 both the Directors hold office only up to the date of the forthcoming Annual General Meeting (AGM) of the Company and are eligible for appointment as Directors. The Company has received notices under Section 257 of the Act, in respect of the above persons, proposing their appointment as a Director of the Company. Resolutions seeking approval of the members for the appointment of Mr. Rakesh Sharma and Mr. Dino Varkey as Directors of the Company have been incorporated in the Notice of the forthcoming AGM along with brief details about them.

Mr. Joe Thomas and Dr. M.S.Vijay Kumar are liable to retire by rotation and Dr. M.S. Vijay Kumar being eligible has offered himself for re-appointment.

During the year Dr. Jamshed J Irani, Chairman, Mr. P. Kishore, Managing Director and Mr. R. Sankaran, Independent Director of the Company have resigned from the Board.

V. AUDITORS

M/s. P.Chandrasekar, Chartered Accountants, Statutory Auditors of the Company holds office up to the date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

VI. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to section 217 (1)(e) of the Companies Act, 1956 read with the Company's (Disclosure of particulars in the report of the Board of Directors) rules 1988 is provided hereunder.

(i) Conservation of Energy - The Company has planned and installed equipments in a manner that maximum energy is conserved.

(ii) The Company's business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below

Amount in '000

Year Ended Year Ended Particulars 31.3.2012 31.3.2011

CIF Value of Imports 12,832 538

Expenditure in Foreign Currency

Business Associate Expenses 21,500 33,377

Travel and Conveyance 4,507 2,324

Other Expenses 3,011 4,956

Earnings in Foreign Exchange

Testing Services 2,28,865 1,15,104

VII. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report Section. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

VIII. FIXED DEPOSITS

Your Company has not accepted any public deposits during the year.

IX. Listing of Shares

The Equity Shares of your Company have been listed with National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2012 - 13 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL have also been remitted by the Company.

X. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Corporate Governance Report and Management Discussion & Analysis Statement are attached to this Report.

XI. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed;

a) That the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) That the Directors have 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;

d) That the annual accounts were prepared for the financial year ended 31st March 2012 on a going concern basis.

XII. STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

XIII. COMPLIANCE CERTIFICATE

A Certificate from M/s. G L Subramanian, Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to this report.

XIV. CORPORATE SOCIAL RESPONSIBILITY

Everonn India Foundation, a charitable trust formed by your Company is committed towards spreading quality education across rural India. The foundation will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all-around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and prosperous communities. Through this initiative, Everonn's employees, education content & technological strength aim to make a difference in many students' lives and their learning experiences.

XV. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization's growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners, Bankers and other Business Associates.

For and on Behalf of the Board

Sd/- Sd/-

Susha John Rakesh Sharma

Whole-time Director Director

Place : Chennai

Date : 13th August 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Eleventh Directors' Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

I. FINANCIAL RESULTS

Rs. in Lakhs Financial Results Particulars for the year ended

31-Mar-11 31-Mar-10

Total Revenue 30,162.93 21,065.15

Operating Profit 15,304.01 9,598.42

Depreciation 3,588.8 2,378.34

Interest 1,927.84 1,032.20

Profit/(Loss) before tax 10,303.43 6,264.72

Provision for Taxation 3,006.90 1,924.43

Profit after Tax 7,296.53 4,340.29

Add:Profit brought 7,178.48 4,715.69 forward from previous year

Profit available for 14,475.01 9,055.97 appropriation

Appropriations

Transfer to Debenture 327.17 1,090.83

Redemption Reserve

Proposed Dividend 479.99 302.41

Tax on Proposed 79.72 50.23 Dividend

Transfer to General 7,000.00 434.03 Reserve

Balance Carried to 6,588.13 7,178.48 Balance sheet

II. Results of operations

The Company's performance in the year 2010-11 continued its upward trend and showed a healthy growth. The Company earned a total revenue of Rs.30162.93 Lakhs in the year 2010-11 as against Rs.21065.15 Lakhs in the year 2009-10. The Company's total revenue growth has been 43% over the previous year. The operating profit for the year 2010-11 is Rs.15304.01 Lakhs as against Rs.9598.42 Lakhs for the year 2009-10. There is a significant increase of 59% in the operating profit when compared to the last financial year. The Company has posted a profit after tax of Rs.7296.53 Lakhs in the year 2010-11 as against Rs.4340.29 Lakhs in the year 2009-10, registering a growth of 68% over the previous year.

III. Appropriations

The Directors have recommended a dividend of Rs.2.50/- per Equity Share (25% on par value of Rs.10/- each) for the financial year ended 31st March, 2011, which on approval at the ensuing Annual General Meeting, will be paid to all those Equity Shareholders whose names appear in the Register of Members as on 29th July, 2011. The total proposed dividend amount including the dividend tax shall be Rs.559.71 Lakhs, for the financial year 2010-11. Dividend (including dividend tax) as a percentage of profit after tax is 7.67% as on March 31, 2011.

The register of members and share transfer books will remain closed from 30th July 2011 to 3rd August 2011, (both days inclusive). The Annual General Meeting of the Company is scheduled to be held on 3rd August, 2011.

Rs.1,76,294/- remains unclaimed in the dividend account towards dividend declared for the financial year 2009-10.

Transfer to Reserves:

The Company proposes to transfer Rs.7000.00 Lakhs to the General Reserve out of the profits available for appropriations. An amount of Rs.6588.13 lakhs (Previous Year Rs.7178.48 lakhs) has been proposed to be retained in the Profit and Loss Account.

IV. OPERATING RESULTS AND BUSINESS OVERVIEW

Instructional and Communication Technology [ICT]

The Company acts as an education service provider for computer education, computer literacy, computer-aided learning education in Government schools through turn-key projects on a BOOT (Build Own Operate and Transfer) model and teachers' training projects. The contract is usually for a period of 5 years. The Company is associated with 16 State Governments for implementing computer education in Government Schools. The Company is privileged to be the first private player to set up studio and provide VSAT enabled education to the Government rural schools. The Company has built a strong brand image with key policy makers for computer education in schools.

During the year, the Company has signed an agreement with the Haryana State Government for implementing computer education in 213 Government schools in Haryana. The Company has also signed an agreement with the State Government of Himachal Pradesh for implementing computer education in 282 schools and also added 65 schools with the existing contract of the Government. The Company has also been awarded ICT contract for training programs in 12 ITI's in Gudchoroli in Maharashtra State.

The Company is currently operating in 6628 schools as compared to 5862 schools in the year 2009-10. The revenue from ICT division is Rs.8527 Lakhs for the year 2010-11.

Virtual and Technology Enabled Learning Solutions [Vitels]

The Company provides Education and Training solutions through satellite based Very Small Aperture Terminal [VSAT] technology. There has been significant growth in this division in terms of increase in the number of private schools as customers from 1017 schools in FY 09-10 to 1455 in FY 10-11, from 1567 colleges in FY 09-10 to 1920 in FY 10-11, and from 46 retail centres in FY 09-10 to 59 in FY 10-11. The Company follows a student pay model in its ViTELS division. The revenue from ViTELS is Rs.21586 Lakhs in 2010-11.

ViTELS -iSchool

iSchool model is an initiative of the Company which combines the orthodox system of learning with digitized content and state-of-the-art teaching tools to make learning an interactive and enriching experience. Besides empowering teachers to help students understand complex and tedious concepts with ease, iSchool model merges all the technological requirements in schools to emerge as the one stop technology solution provider for schools, catering all the private schools across the country and across various boards of education. From digitized curriculum mapped content and VSAT based education to the school management system, iSchool's products are specially crafted to address every educational need of schools. There has been steady increase in the number of schools signed up under iSchool model with 438 new schools signing up in the FY10-11 reaching the overall presence to 1455 schools.

ViTELS - Colleges

The College's business of Everonn also known as Everonn Learning Academy (ELA), an initiative of the Company which is recognized for its premium educational and training programs. ELA aims to be the preferred choice for students aspiring for careers in IT, ITES, Management, Banking and Financial Services as well as many more verticals. ELA ensures that students receive comprehensive instructions that help increase their employability and value in the job market. With ELA's comprehensive programs that provide both subject knowledge and excellent soft skills, students can be confident of presenting themselves to prospective employers during interviews, thus making it one step easier to gaining employment at some of the leading companies in the global market.

The growth of this model showed its momentum in FY 10-11 with the number of colleges increasing from 1567 in FY 09-10 to 1920 in FY 10-11.

ViTELS - Retail

Everonn Kompass is the retail division of the Company which aims at providing a unified collection of industry specific courses and interactive platforms that are devoted to transform learning and education all over India. It offers programs that are exciting, intellectually challenging and industry specific. Everonn Kompass aims to engage, equip and transform students to excel in their chosen career by providing the right blend of knowledge, winning methodology and systematic guidance. The Company has added 13 centres in FY 10-11 increasing its presence to 59 centres.

ViTELS - Web Products

The Company diversified into the area of Web- Enabled Learning Solutions in order to offer complete educational support solutions to the students across India.

www.classontheweb.com hosts an exhaustive curriculum-based eLearning portal that caters to all the academic needs of students with a focus on helping them enhance their performance at school level. The largest virtual school in existence www.classontheweb.com includes a compre- hensive digital repository offering superior quality content in Mathematics, Physics, Chemistry,Biology, Social Sciences, English Grammar, Business Studies, Economics and Accountancy. The portal has been designed especially for students of Classes VI to XII and includes numerous visuals and animations to help increase student understanding and retention.

The higher education programs on www.classontheweb.com are designed and customized to benefit college students and mid- career professionals enabling them to arm themselves with career oriented certifications for enabling them to secure a significant edge in their career.

www.schooljobs.in and www.collegejobs.co.in are Everonn's answers to the growing need for exclusive recruitment portals catering specifically to educational institutions. Offering exhaustive databases of both teaching and administrative talents, these portals make it easier for schools and colleges to choose their desired candidates without the hassles and confusion faced in regular employment portals.

www.kampusconnect.com a unique online community for college students focuses on study, career and entertainment. Our special focus on career through placement assistance in Corporate Konnect is an exclusive feature that benefits this student community.

Global Institute of Teacher's Training (GITT)

GITT aims to provide comprehensive and world class training programs for teachers, principals and other educational professionals to ensure a higher standard of quality in the education industry. With the Government allocating more funds for education, the problem of non-availability of trained resources will hopefully be addressed. It has thus become important to provide teachers with the necessary training to become more effective in imparting knowledge. With the growing importance and the need for specialisation across the world, the need for better trained teachers is now being felt beyond both national and cultural boundaries, making well trained teachers an invaluable product in a highly competitive world. Comprehensive courses and content offered by Everonn will provide

segment specific guidance to make candidates the best in their chosen fields of expertise.

V. SUBSIDIARIES

The Company has thirteen Subsidiary Companies both direct and indirect as on 31st March, 2011. The details of the subsidiaries are as follows:

Name of the Date of Owner- Activities Subsidiary becoming ship Subsidiary

EVERONN 06-Nov-07 100% Dealing in technical EDUCATIONAL and non-technical RESOURCES educational aids for SOLUTIONS students, teachers LIMITED etc.

TOPPERS 11-Feb-08 100% To establish and run TUTORIAL coaching institutes in PRIVATE fields of science, LIMITED commerce etc.

EVERONN 25-Feb-09 100% Creating and INFRA- developing STRUCTURE infrastructure for LIMITED setting up of educational institutions

AEG SKILL 18-Mar-09 51% Activities for UPDATE dissemination of PRIVATE knowledge, literature, LIMITED skill update, skill development in all educational training

EVERONN 03-Apr-09 100% To Design, develop, SKILL held by conduct, impart, DEVELOPMENT M/s deliver and LIMITED Edificati- implement various ( Indirect -ons skill development and Subsidiary) India skill upgradation Limited training programs,

EVERONN 23-Oct-09 100% To establish, setup and BUSINESS run in any part of India, EDUCATION business schools LIMITED management institutes wherein business and management education is imparted

EVERONN 28-Apr-10 100% To establish, provide, SCHOOL manage, maintain, LIMITED conduct, or subsidize, educational Institutions Schools, with/without residential facilities in the fields of General Basics, Primary, Secondary and Higher Secondary education, humanities, arts, sciences Philosophy.

EVERONN 5-May-10 100% To establish setup, MEDICAL create and run in EDUCATION any part of India, LIMITED Medical Colleges, Universities,Nursing Schools at undergraduate, graduate, post Graduate and research level in every field of medicines.

EVERONN 8-Jul-10 100% To establish setup, TECHNICAL create and run in EDUCATION any part of India INDIA LIMITED Engineering Colleges , universities, Technical Schools, colleges, where in Technical, and Engineering educat -ion and Technical science at undergradu -ate, graduate, post Graduate and research level in every field of Technical and science.

EDIFICATIONS 5-Jan-11 100% To carry on the INDIA business of LIMITED imparting educat--tion and undertaking consultancy and job works in all the areas of education.

EVERONN 6-Jan-11 100% To manage schools SPORT and colleges in all

MANAGEM- the fields of -ENT LIMITED sports and physical education and to provide sports training, sports medicine training and manage all sports events at all levels

EVERONN 13-Jan-11 100% To acquire, KNOWLEDGE establish, promote & EDUCATION and run or CORRIDOR otherwise manage LIMITED education zones, centres for imparting training in all fields of education.

EVERONN 24-Feb-11 60% To create content DASSANI and knowledge LITERATE resource for LIMITED catering to the educational institutions in India and invest in companies engaged in the business of education and allied fields

During the year, M/s. Everonn Skill Development Limited (ESDL), Subsidiary Company has joined hands with the National Skill Development Corporation's (NSDC) mission with the launch of International Skills School to impart skill to people from across nine key sectors to make them employable. ESDL has been mandated by NSDC to train 15 million people (10% of NSDC's overall target of 150 million) by 2022. NSDC will invest 27% as equity in ESDL. The total investment required for setting up 271 multi skill development centers all across the Country would be Rs.153.76 Crores. The NSDC will subscribe to 27% equity in ESDL for Rs.14.15 Crores. In addition, the NSDC would also provide a loan of Rs.101.34 Crores to ESDL. ESDL will be investing Rs.38.27 Crores, as its contribution in the venture.

ESDL will be training 15 million people over the next 12 years through these centres. The average course fee is expected to be approximately Rs. 9,000 per person with the course ranging from 30 days to six months in nine sectors namely Textile and Apparel, Retail, Hospitality, Automobile, Healthcare, Construction, IT and ITES, Basic Engineering, Multimedia. This may translate into an overall revenue generating potential of approximately Rs.14,250 Crores over the next 12 years.

To begin with, the courses will be offered in the States like Tamil Nadu, Gujarat, Maharashtra, Andhra Pradesh and Karnataka. The training will be imparted through brick and mortar as well as technology enabled delivery wherever necessary. ESDL & NSDC will assist the needy and deserving candidates in availing Bank Loan facility.

VI. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements has been drawn up in accordance with the applicable accounting standards, forms part of the Annual Report. As per General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, general exemption was granted to all holding companies from the provisions of Section 212 in relation to subsidiaries of holding companies provided certain conditions are fulfilled. Hence, the Company is not attaching the annual accounts of the subsidiary companies along with the accounts of the Company. As instructed in General Circular No.2/2011 dated 8th February, 2011, a gist of the financial performance of the subsidiaries is contained in the report. The Company will make available these documents/ details upon request by any member of the Company or its subsidiaries, interested in obtaining the same. These documents will also be available for inspection during business hours at our Registered Office and respective offices of subsidiaries.

VII. DIRECTORS

The Board consists of eight Directors as at 31st March, 2011. The Board has six Non-Executive Directors, out of whom five are Independent Directors and also the Chairman of the Board is Non-Executive & Independent Director. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, which stipulates that not less than fifty percent of the Board should comprise of Non-Executive Directors and if the Chairman is an Executive Director, at least half of the Board should be independent.

During the year, the Company has appointed Dr. Jamshed J Irani as an Additional Director and Chairman of the Company, Mr. Nikhil P Gandhi & Dr. M.S.Vijay Kumar as Additional Directors of the Company.

In accordance with the provisions of the Articles of Association of the Company, two of your Directors, Mr. R.Sankaran and Dr. K.M.Marimuthu, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The profile of Directors seeking appointment/re- appointment is furnished in the Notice of the ensuing Annual General Meeting.

VIII. AUDITORS

M/s. P.Chandrasekar, Chartered Accountants, Statutory Auditors of the Company holds office up to date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Company's (Disclosure of particulars in the report of the Board of Directors) rules 1988 is provided hereunder.

(i) Conservation of Energy - The Company has planned and installed equipments in such a manner that maximum energy is conserved

(ii) The Company's business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below :

Amount in Rs. '000

Particulars Year Ended Year Ended 31.3.2011 31.3.2010

CIF Value of Imports - 14,305

Expenditure in Foreign Currency Business Associate Expenses 33,377 35,534

Travel and Conveyance 2,324 3,022

Professional Fees 4,956 811

Earnings in Foreign Exchange Testing & otherServices 1,15,104 67,148

X. PARTICULARS OF EMPLOYEES

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is set out as below :

Name Age Qualifi cation Design ation Date of commenc ement Exper ience Gross remune ration Particulars of of Emplo yment (in yrs) Rs. in lakhs Last emplo yment

Mr. P.Ki shore 49 Diploma in Managing 19.04. 2000 26 yrs 100.12 None Commerce Director

Mrs.Susha John 46 MS -App lied Whole- time 09.08. 2001 23 yrs 74.42 None Science (IT) Director

XI. FIXED DEPOSITS

During the year, your Company has not accepted any public deposits.

XII. LISTING OF SHARES

The Equity Shares of your Company have been listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2011-12 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL for the year 2011-12 have also been remitted by the Company.

XIII. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain high standards of Corporate Governance and protecting Customers and Shareholders' interests. Towards this goal, the Company has adopted high standards of governance principles, practices and disclosure levels. A detailed note on the Company's philosophy on Corporate Governance and the Management Discussion and Analysis Report and such other disclosures as are required to be made under the Listing Agreement with the Stock Exchanges, are annexed and forms part of this report.

XIV. CORPORATE SOCIAL RESPONSIBILITY

Everonn initiated the Everonn India Foundation to uphold the Company's commitment towards spreading quality education across rural India. The foundation will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all-around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and more prosperous communities. Through this

initiative, Everonn's employees and technological strength aim to make a difference in many students' lives and their learning experiences.

XV. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed;

a) That the applicable accounting standards had

been followed along with proper explanation relating to material departures, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) That the Directors have 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;

d) That the annual accounts were prepared for the

financial year ended 31st March 2011 on a going concern basis.

XVI. STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per the provision of Section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

XVII.COMPLIANCE CERTIFICATE

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to Corporate Governance report.

XVIII. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organization's growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation

received during the year under review, from all the Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners,Bankers and other Business Associates.

For and on Behalf of the Board

Sd/- Sd/-

P.Kishore Susha John

Managing Director Whole-time Director

Place: Chennai

Date: 23rd May,2011


Mar 31, 2010

The Directors have pleasure in presenting the Tenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

I. CHANGE OF NAME

During the year 2009-10, your company’s name has changed from Everonn Systems India Ltd to Everonn Education Ltd. The primary objective of the change of name is to represent the objects of the company it pursues i.e educational services.

II. FINANCIAL RESULTS

Rs. Lakhs

Financial Results Particulars for the year as at

For the year ended

31st March 31-Mar-10 31-Mar-09

Total Revenue 21065.15 12137.94

Operating Profit 9598.40 5330.52

Depreciation 2378.34 1532.44

Interest 1032.20 518.18

Profit/(Loss) before tax 6264.72 3670.00

Provision for Taxation 1924.43 1285.78

Profit after Tax 4340.29 2384.22

Add: Profit brought forward from previous year 4715.69 2331.46

Profit available for appropriations 9055.97 4715.69

Appropriations

Transfer to Debenture

Redemption Reserve 1090.83 -

Proposed Dividend 302.41 -

Tax on proposed 50.23 -

Dividend

Transfer to 434.03 -

General Reserve Balance Carried to Balance sheet 7178.48 4715.69

III. Results of operations

The company’s performance in the year 2009-10, continued its upward trend and showed a healthy growth.The company earned as total revenue of Rs.21065.15 lakhs in the year 2008-09. The revenue growth has been 74% over the previous year. The operating profit for the year 2009-10 was Rs.9598.42 lakhs as against Rs.5720.62 lakhs for the year 2008-09. There is a significant increase of 80% in the operating profit as compared to the last fiscal. Net Profit has grown from Rs.2384.22 lakhs to Rs.4340.29, lakhs, a growth over 82% over the previous year.

IV. Appropriations

The Director’s have recommended a final dividend of Rs. 2 per Equity Share (20% on par value of Rs. 10/-) for the Financial year ended as on 31st March, 2010, which on approval at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders whose names appear in the Register of Members as on 23rd July, 2010. The total proposed dividend amount shall be Rs. 352.64 lakhs, including the dividend tax, for the Financial Year 2009-10. Dividend (including dividend tax) as a percentage of profit after tax is 8.12% as on March 31, 2010.

The register of members and share transfer books will remain closed from 24th July 2010 to 27th July 2010, (both days inclusive). The Annual General meeting of the Company will be held on 27th July, 2010.

Transfer to Reserves:

The Company proposes to transfer Rs.434.03 lakhs to the General Reserve out of the amount available for appropriations. An amount of Rs. 2462.79 (Previous year Rs.4715.69) has been proposed to be retained in the Profit and Loss Account.

V Utilisation of Public Issue Proceeds

The Company has completed utilization of public issue proceeds. The details are as follows:

SUMMARY

Particulars Amount in Lakhs

Summary of IPO Funds Received & Utilised - Till 31st March 2010

Actual Funds Received From IPO - 5,002,15

Less: Expenditure As above

For Capital Expenditure, Subsidiary Investments and Brand building 4,437,28

For IPO Expenses 564.87 5,002.15

Balance available as on 31st Mar 2010 - (0.00)

VI. OPERATING RESULTS AND BUSINESS OVERVIEW

Instructional and Communication Technology [ICT]

The company ties up with various state governments in India for providing turnkey solutions to Government schools by setting up computer labs to impart IT education, computer aided learning Computer Literacy and Teachers Training Projects etc on Private-Public Partnership Mode. During the year, the company has signed MOUs with Uttarpradesh State Government for implementing computer education in 1099 schools in Uttarpradesh, with Andhra Pradesh State Government for implementing computer education in 130 schools in the state, with Tripura State Government for implementing computer education in 43 Schools in the state and with Maharashtra State Government to implement computer education in 206 schools in the State.

The company is currently operating in 5862 schools as compared to 4442 schools in the year 2008-09 and the presence has increased to 14 states. The revenue from ICT division is Rs. 6435.93 lakhs for the year 2009-10.

Virtual and Technology Enabled Learning Solutions [Vitels]

The company provides Education and Training solutions through satellite based Very Small Aperture Terminal [VSAT] technology. FY 2009-10 witnessed a strong momentum in the growth of this division which is reflected by the increase in the number of Everonn Learning centers, in 460 Schools, 767 Colleges and 11 Kompass centers. It has 14 studios in Chennai through which the teachers deliver lectrures to students sitting in Everonn Learning Centers. The company follows a student pay model in its Vitels segment. The revenue from Vitels has grown up from Rs. 7425 lakhs in 2008-09 to Rs. 14629.33 in 2009-10.

VII. SUBSIDIARIES

The Company has four subsidiaries. During the year, the Company incorporated two wholly owned subsidiaries namely M/s Everonn Skill Development Limited and Everonn Business Education Ltd. The details of the subsidiaries are as follows:

Name of the Date of Owner- Activities Subsidiary becoming ship Subsidiary

EVERONN 06-11-2007 100% Dealing in technical EDUCATIONAL and non-technical RESOURCES educational aids for SOLUTIONS students, teachers LIMITED etc.

TOPPERS 11-02-2008 100% To establish and run TUTORIAL entrance examination PRIVATE coaching institutes LIMITED

EVERONN 25-02-2009 100% Creating and INFRA- developing STRUCTURE infrastructure for LIMITED setting up of educational institutions

AEG SKILL 18-03-2009 51% Activities for UPDATE dissemination of PRIVATE knowledge, literature, LIMITED skill update, skill development in all educational training

EVERONN 03-04-2009 100% Designing, developing, SKILL conducting, imparting, DEVELOPMENT delivering and LIMITED implementing various skill development and skill upgradation training programs, vocational skills, employment generating program

EVERONN 23-10-2009 100% To establish, setup and BUSINESS run in any part of India, EDUCATION business schools LIMITED management institutes wherein business and management education is imparted

VIII. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements has been drawn up in accordance with the applicable accounting standards, form part of the annual report. The Company has applied to the Central Government under Section 212(8) of the Companies Act, 1956 seeking exemption from attaching a copy of the Balance Sheet, Profit and Loss Account of the Subsidiary companies along with the report of the board of directors and that of the auditor’s thereon required to be attached under Section 212(1) of the Act, with the Company’s accounts and the said approval is awaited. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiaries is contained in the report. The Company will make available these documents/details upon request by any member of the Company or its subsidiaries, interested in obtaining the same. These documents will also be available for inspection during business hours at our Registered Office and respective offices of subsidiaries.

IX. DIRECTORS

The Board of Directors of Everonn Education Limited comprises of Managing Director, Mr. P.Kishore and six Directors, namely Ms. Susha John – Whole Time Director, Mr. R.Sankaran, Dr. K.M.Marimuthu & Mr. Joe Thomas being Non Executive and Independent Directors. During the year Mr. R.Kannan – Whole Time Director & Dr. V.K.Vijayaraghavan – Non Executive and Independent Director resigned from the Board of Directors of the Company. As per Section 255 and 256 of the Companies Act, 1956 Mr. Joe Thomas is liable to retire by rotation and, being eligible, he offers himself for re-appointment at the ensuing Annual General Meeting. Brief resume of Mr. Joe Thomas is provided in the annual report as stipulated under clause 49 of the listing agreement with the Stock Exchanges.

X. AUDITORS

M/s.P.Chandrasekar, Chartered Accountants, Chennai, are the Statutory Auditors of the Company and holds office up to the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

XI. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to section 217 (1)(e) of the Companies Act, 1956 read with the Company’s (Disclosure of particulars in the report of the Board of Directors) rules 1988 is provided hereunder.

(i) Conservation of Energy – The company has planned and installed equipments in a manner that maximum energy is conserved

(ii) The company’s business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below

Amount in 000s

Particulars Year Ended Year Ended 31.3.2010 31.3.2009

CIF Value of Imports 14305 2220

Expenditure in Foreign Currency Business Associate Expenses 35534 27805

Travel and Conveyance 3022 5896

Professional Fees 811 719

Earnings in Foreign Exchange Testing Services 67148 14585

XII. EMPLOYEE PARTICULARS

The particulars of Employees as required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is as set out below:

Name Age Qualification Designation Date of commencement of Employment

Mr.P.Kishore 48 Diploma in Managing 19.04.2000 Commerce Director

Ms.Susha John 45 MS -Applied Whole Time 09.08.2001 Science (IT) Director

Mr. R. Kannan 48 B.Com, FCA Whole Time 01.04.2008 Director



Name Experience Gross remuneration Particulars of Rs. in lakhs Last employment

Mr.P.Kishore 25 Rs. 59.59 None

Ms.Susha John 22 Rs. 42.74 None

Mr. R. Kannan 23 Rs. 9.79 Practising Chartered Accountant

Name Age Qualification Designation Date of commencement of Employment

Mr. Prasanna 46 B.Com, FCA President 02.12.2009 Capital Acquisition

Mr. Tapan Kumar 42 B.Sc., M.B.A., President 10.09.2008 Panda Ph.D., Marketing & Corporate Affairs





Name Experience Gross remuneration Particulars of Rs. in lakhs Last employment

Mr. Prasanna 25 Rs. 6.33 Director ITI Financial Services Ltd

Mr. Tapan Kumar Panda 18 Rs. 21.00 Associate professor marketing IIM Kozhikode.

XIII. FIXED DEPOSITS

Your Company has not accepted any public deposits during the year.

XIV. LISTING OF SHARES

The Equity Shares of your Company have been listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for the year 2009-10 has already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL has also been remitted by the Company.

XV. CORPORATE GOVERNANCE REPORTS & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain high standards of Corporate Governance and protecting Customers and Shareholders’ interests. Towards this goal, the Company has adopted high standards of governance principles, practices and disclosure levels. A detailed note on the Company’s philosophy on Corporate Governance and the Management Discussion and Analysis report and such other disclosures as are required to be made under the Listing Agreement with the Stock Exchanges, are annexed and forms part of this report. A Certificate from the Statutory Auditors of the Company in relation to compliance with the provisions of the Clause 49 of the Listing Agreement for the year ended 31st March, 2010, is attached to the Corporate Governance Report.

XVI. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed;

That the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

That the Directors have 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;

That the annual accounts were prepared for the financial year ended 31st March 2008 on a going concern basis.

XVII. STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

XVIII. COMPLIANCE CERTIFICATE

A Certificate from the auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

XIX. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization’s growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners, Bankers and other Business Associates.

For and on Behalf of the Board

Place : Chennai P.Kishore

Date : May 19, 2010 Managing Director