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 companyÃs 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 companyÃs 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 DirectorÃs 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 auditorÃs thereon required to be attached under Section
212(1) of the Act, with the CompanyÃs 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 à 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 à Whole Time Director & Dr. V.K.Vijayaraghavan à 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 CompanyÃs (Disclosure of particulars in the report of the
Board of Directors) rules 1988 is provided hereunder.
(i) Conservation of Energy à The company has planned and installed
equipments in a manner that maximum energy is conserved
(ii) The companyÃs 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 Shareholdersà interests.
Towards this goal, the Company has adopted high standards of governance
principles, practices and disclosure levels. A detailed note on the
CompanyÃs 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. DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directorsà 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 organizationÃs 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