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Directors Report of MT Educare Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Ninth Annual Report and audited accounts for the financial year ended March 31, 2015.

Financial Results

Following is the summary of standalone financial performance of the Company during the year under review

Rs. in lakhs Particulars 2014-15 2013-14 Fees 17,992.69 17,647.07

Operating Income 1,913.95 631.46

Revenue from operations (net) 19,906.64 18,278.53

Total Expenses 15,451.29 14,025.44

Earnings before Interest, Tax, 4,455.35 4,253.09

Depreciation, Amortisation and exceptional items

Less: Financial Expenses 409.88 0

Less: Depreciation & 828.47 1,205.08 Amortization

Add: Other Income 706.21 264.10

Profit before exceptional items 3,923.21 3,312.11 and tax

Provision for tax:

Current tax 1,320.78 1,167.98

Deferred tax (183.51) (55.23)

Profit after tax 2,785.94 2,199.36

Available for Appropriations 2,785.94 2,199.36 Appropriation:

Interim Dividend 238.76 895.25

DDT on Interim Dividend 48.80 152.16

Proposed Final Dividend 816.33 0

DDT on Final Dividend 163.22 0

Transactional Provision for 328.92 0 Depreciation

Transfer to General Reserve 1,189.91 1,151.95

2,785.94 2,199.36

Operations

The fees collected, after considering discount and concessions stood at Rs. 17,992.69 lakhs as against Rs. 17,647.07 lakhs for the previous year registering an increase of around 1.96 %. The operating income stood at Rs. 1,913.95 lakhs (Previous year Rs. 1,201.36 lakhs). Earnings before interest, depreciation, tax and amortization (EBIDTA) increased by around 4.75 % and stood at Rs. 4,455.35 lakhs as compared to previous year's figure of Rs. 4,253.09 lakhs. Profit after tax increased by 26.67 % from Rs. 2,199.36 lakhs in the previous year to Rs. 2,785.94 lakhs in the current year.

Dividend

During the financial year 2014-15, your Directors have declared and paid an interim dividend of Re.0.60 (6.00 %) per equity shares of Rs. 10/- each on a paid-up share capital of Rs. 39,79,41,400 divided into 3,97,94,140 Equity shares. The total dividend payout, including dividend distribution tax of Rs. 47.74 lakhs was Rs. 286.50 lakhs.

Your Directors recommended a final dividend of 20.5% i.e. Rs. 2.05 per equity shares of the face value of Rs. 10/- each aggregating to Rs. 979.54 lakhs including dividend distribution tax of Rs. 163.22 lakhs.

Share Capital

The Paid-up Equity Share Capital as at 31st March, 2015 stood at Rs. 3,979 lakhs. During the year under review, the Company has not issued any shares with differential voting rights. Company implemented the Employee Stock Options Scheme "ESOP 2011 - II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2015 are provided in Annexure 1 to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of this Annual Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standard viz. AS-21 (Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Performance of Subsidiary Companies

MT Education Services Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 132.33 Lakhs (Previous Year Rs. 44.38 Lakhs). Profit after tax / (loss) for the year stood at Rs. 28.99 Lakhs (Previous Year Rs. (19.45) Lakhs).

Chitale's Personalised Learning Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 389.52 Lakhs (Previous Year Rs. 385.39 Lakhs). Profit after tax/(loss) for the year stood at Rs. 87.59 Lakhs (Previous Year Rs. (30.62) Lakhs)

Lakshya Educare Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 1,420.21 Lakhs (Previous Year Rs. 417.47 Lakhs). Profit after tax / (loss) for the year stood at Rs. 290.66 Lakhs (Previous Year Rs. (53.24) Lakhs)

Lakshya Forum for Competitions Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 1,233.91 Lakhs (Previous Year Rs. 1,241.19 Lakhs). Loss for the year stood at Rs. 286.98 Lakhs (Previous Year Rs. 20.35 Lakhs)

Sri Gayatri Educational Services Pvt. Ltd

The Company was incorporated on 18/06/2014.The Company did not generate any revenue during the financial year 2014-15. The Loss stood at Rs. 0.51 Lakhs.

Corporate Governance

As per Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE), a separate section on corporate governance practice followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure 2 and forms an integral part of this Report.

Directors

In accordance with the provision of Section 152 of the Companies Act, 2013 and Company's Articles of Association Mr. Naarayanan Iyer, Director of the Company retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

All Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Key Managerial Personnel

During the year under review, your Company has appointed following personnel as Key Managerial Personnel

Sr. Name of the Person Designation No

1 Mr. Mahesh R. Shetty Chairman & Managing Director

2 Mr. Yagnesh Sanghrajka Chief Financial Officer

3 Mr. Ashwin M. Patel Company Secretary

Board Evaluation

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

Particulars of Loans, Guarantee and Investments by the Company:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in notes to Financial Statements.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concern or grievance. The Whistle Blower Policy has been posted on the website of the Company (www.mteducare.com)

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board Members. The details of this policy are given in the Corporate Governance Report.

Related Party Transactions

All transactions entered into with Related Parties for the year under review are on arm's length basis and in the ordinary course of business and that the provision of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no Material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 5. Your Company has developed Standard Operating Procedure for identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.

The Policy on Related Party Transaction has been uploaded on the website of the Company. The web link of the same has been provided in the Corporate Governance Report. None of the Directors have any pecuniary relationship of transactions vis-a-vis the Company.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a 'going concern' basis; and

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year;

(vi) that the Directors have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

M/s. Shaparia Mehta & Associates LLP, Chartered Accountants, (Firm Registration No. 112350W/W-100051), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16.

As required under the provision of Section 139 of the Companies Act, 2013 the Company has received written confirmation from M/s. Shaparia Mehta & Associates LLP that their appointment, if made, would be in conformity with the limits prescribed in the said Section.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been required to maintain cost records to drive in transparency and keep a check on its costing. The notification classified four broad sectors for which cost records need to be maintained and cost audit filed with the government, one of them being companies operating in areas involving public interest such as railway or tramway locomotives; mineral products including cement and companies engaged in education services etc.

The Board of Directors on the recommendation of the Audit Committee have appointed M/s Joshi Apte & Associates, Cost Accountants (Registration No. 00240) as Cost Auditor to audit the Cost Account of the Company for the financial year 2014-15 at a remuneration of Rs. 1,25,000 (Rupees One Lakh Twenty Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013 a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Paresh G. Shah, Company Secretary in Practice (C.P.No 7115) to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 3 and forms integral part of the Report.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are assessed and strengthened with new / revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and modalities of operation. The Internal Audit is entrusted to M/s Mukund N. Chitale & Co., Chartered Accountants. The main trust of the audit is to test and review controls, appraisal of risk and business process.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism.

The Audit Committee, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Corporate Social Responsibility

As part of its initiative under the Corporate Social Responsibility ('CSR') the Company has under taken project of coaching 14,000 students of Standard IX and 9,200 students of Standard X (English / Hindi / Marathi and Urdu medium) of 130 BMC Schools across Mumbai. The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 forming part of this Report. Apart from the CSR Activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives / NGO's like (a) Aasara , (b) Amcha Ghar, (c) Vanvashi Kalyan Ashram, (d) Navjivan Arogya Sanstha, (e ) Bal Kalyan Nagari etc. to name a few.

Environment and Safety

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment.

As required by the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is informed to the concerned and also placed on the intranet for the benefits of its employee. During the year under review, no complaints were reported to the Board.

Human Resource and Industrial Relations

The Company takes pride in the commitment, Competence and dedication shown by its employee and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs /Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff.

The Company is dedicated to enhancing and retaining top talent through superior learning and organizational development, as this being the pillar to support the Company's growth and sustainability in the future.

Statutory Information

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company.

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 31.14 lakhs - (Previous year Rs. 204.80 lakhs) Outgo: Rs. 9.13 lakhs (Previous year Rs. 275.82 lakhs) 4 persons employed throughout the year were in receipt of remuneration of Rs. 60 lakhs per annum or more amounting to Rs. 320 lakhs and no persons were employed for the part of year who were in receipt of remuneration of Rs. 5 lakhs per month or more. During FY 2014-15 the Company had 2500 Employees including 1200 Visiting Faculties.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 9th Annual General Meeting and up to the date of the ensuing Annual General Meeting between 11.00 a.m. and 1.00 p.m. on all working days (except Saturday, Sunday and Public Holidays).

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company.

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules), 2014.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

Code of Conduct Compliance

A declaration signed by the Chairman and Managing Director affirming compliance for the Financial Year 2014-15, with the Company's Code of Conduct by the Directors and Senior Management as required under Clause 49 of the Listing Agreement with Stock Exchanges, is annexed and forms part of the Directors' Report.

Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Appreciation

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty, lecturers, and employees of MT Educare FAMILY for their hard work, commitment, dedicated services and collective contribution.

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty Date: May 13, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Eight Annual Report and audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

Following is the summary of financial performance of the Company during the year under review (Rsin lakhs)

Particulars 2013-14 2012-13

Fees 17,077.17 14,759.14

OperatingIncome 1,201.36 654.26

Revenue from operations(net) 18,278.53 15,413.40

TotalExpenses 14,025.44 12,477.53

Earnings before Interest,Tax, Depreciation, Amortisation andexceptional items 4,253.09 2,935.87

Less: Financial Expenses 0 0

Less: Depreciation & Amortization 1,205.08 833.50

Add: OtherIncome 264.10 483.01

Profit before exceptional items and tax 3,312.11 2,585.38

Provision for tax: Currenttax 1,158.83 774.00

Current tax relating to prior year 9.15 (23.13)

Deferredtax (55.23) (1.38)

Profit aftertax 2,199.36 1,835.89

Available forAppropriations 2,199.36 1,835.89

Appropriation: Interimdividends 895.25 793.30

Dividend distributiontax 152.16 131.77

Transfer to GeneralReserve 1,151.95 910.82 2,199.36 1,835.89

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs. 17,077.17 lakhs as against Rs. 14,759.14 lakhs for the previous year registering an increase of around 15.71%. The operating income stood at Rs. 1,201.36 lakhs (Previous year Rs. 654.26 lakhs). Earnings before interest, depreciation, tax and amortization (EBIDTA) increased by around 44.87% and stood at Rs. 4,253.09 lakhs as compared to previous year''s figure of Rs. 2,935.87 lakhs. Profit after tax increased by 19.80% from Rs.1835.89 lakhs in the previous year to Rs. 2,199.36 lakhs in the current year.

DIVIDEND

During the financial year 2013-14, your Directors have declared first interim dividend of Rs. 1 (10.00%) per equity shares of Rs. 10/- each on a paid-up share capital of Rs. 39,78,21,870 divided into 3,97,82,187 Equity shares and second interim dividend of Rs. 1.25 (12.50%) per Equity share of Rs. 10/- each, on a paid-up share capital of Rs. 39,79,41,400 divided into 3,97,94,140 Equity shares ofRs. 10/- each.

The total dividend payout for first and second interim dividend, including dividend distribution tax of Rs. 152.16

lakhs (previous year Rs. 131.77 lakhs) would absorb Rs. 1047.41 lakhs (previous year Rs. 925.07 lakhs)

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 - M" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 are provided in Annexure 1 to this Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of this Annual Report.

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman and Managing Director affirming compliance for the Financial Year 2013-14, with the Company''s Code of Conduct by the Directors and Senior Management as required under Clause 49 of the Listing

Agreement with Stock Exchanges, is annexed and forms part of the Directors'' Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Dr. Chhaya Shastri, Directors of the Company retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors make the following statement:

(i) that in the preparation of the annual accounts for the year under review, all applicable accounting standards have been followed and there are no material departures from the same;

(ii) that the Directors have selected appropriate 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 as at March 31, 2014 and of the prof it for the period April 1, 2013 to March 31,2014;

(iii) 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;

(iv) that the Directors have prepared the annual accounts of the Company on a ''going concern'' basis; and

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (the "Act"), read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this Report. Having regard to the provisions of Section 219(1) (b) (iv) of the Act, the Directors Report and Accounts are being sent to the shareholders, excluding the statement giving particulars of employees under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company.

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 204.80 lakhs - (Previous year Rs. 303.70 lakhs) Outgo: Rs. 275.82 lakhs (Previous year Rs. 260.09 lakhs)

PUBLIC DEPOSITS

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

KEY DEVELOPMENT(S) IN FY 2013-14

a. Arrangement with Chetana Publications: Your Company has entered into distribution and marketing agreement with Chetana Publications Private Limited ("Chetana"), a leading name in publishing and distribution of educational content. The arrangement involves distribution and marketing by Chetana of all co-branded study materials under the name "Master Key" jointly developed by both parties. In addition, Chetana, through its strong marketing distribution network across Maharashtra, shall introduce and sell pioneering products developed by MT Educare, viz "Robomate"- an innovative solution that makes revision study material easily available to school students through recorded lectures based on apps that can run on home computers / laptops and also be downloaded on smartphones and tablets.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The

Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks. Government authorities, customers, vendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty, lecturers, and employees of MT Educare FAMILY for their hard work, commitment, dedicated services and collective contribution.

For and on behalf of the Board of Directors

Place:Mumbai Mahesh R.Shetty Date:14th May,2014 Chairman and Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Seventh Annual Report and audited accounts for the financial year ended 31 March, 2013.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

Rs.in lakhs

Particulars FY 2012-13 FY 2011-12

Direct Income 14,759.14 12,491.11

Operating Income 654.26 341.09

Total Income 15,413.40 12,832.20

Total Expenses 12,477.53 10,450.91

Earnings before Interest, Tax, 2,935.87 2,381.29 Depreciation, Amortisation and exceptional items

Less: Financial Expenses 0 4.79

Less: Depreciation & Amortisation 833.50 763.81

Add: Other Income 483.01 404.49

Profit before exceptional items and 2,585.38 2,017.18 tax

Provision for tax:

Current Tax 774.00 731.00

Current Tax relating to prior years (23.13) 5.85

Deferred Tax (1.38) (96.40)

Profit afer tax 1,835.89 1,376.73

Prior Period Items 0.00 0.01

Available for Appropriations 1,835.89 1,376.74

Appropriation:

Interim dividends 793.30 177.97

Dividend Distribution Tax 131.77 28.87

Transfer to General Reserve 910.82 1,169.90

1,835.89 1,376.74

OPERATIONS

The fees collected, afer considering discount and concessions stood at Rs. 14,759.14 lakhs as against Rs. 12,491.11 lakhs for the previous year registering an increase of around 18.16%. The operating income stood at Rs. 654.26 lakhs (Previous year Rs. 341.09 lakhs). Earnings before interest, depreciation, tax and amortisation (EBIDTA) increased by around 23.29% and stood at Rs. 2,935.87 lakhs as compared to previous year''s figure of Rs. 2,381.29 lakhs. Profit afer tax increased by 33.35% from Rs. 1,376.73 lakhs in the previous year to Rs. 1,835.89 lakhs in the current year.

DIVIDEND

Your Directors have declared Second Interim dividend of Rs. 1 (10.00%) per Equity share for the financial year ended 31 March, 2012, on a share capital of Rs. 39,78,21,870 divided into 3,97,82,187 Equity shares of Rs. 10/- each for the financial year ended 31 March, 2013

The total dividend payout including Dividend Distribution Tax of Rs. 131.77 lakhs (previous year Rs. 28.87 lakhs) will absorb Rs. 925.07 lakhs (previous year Rs. 206.84 lakhs)

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 – II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March, 2013 are provided in Annexure 1 to this Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Afairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Ofice of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Mr. Uday Lajmi, Mr. Yatin Samant and Mr. Naarayanan Iyer, Directors of the Company retire by rotation and being eligible, ofer themselves for re-appointment at the ensuing Annual General Meeting.

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:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected appropriate 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 afairs of the Company as at 31 March, 2013 and of profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold ofice till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Shaparia & Mehta to the efect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments

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 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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 Ofice of the Company.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 303.70 lakhs - (Previous year Rs. 278.53 lakhs)

Outgo: Rs. 260.09 lakhs (Previous year Rs. 195.24 lakhs)

PUBLIC DEPOSITS

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

SALE OF PLAY SCHOOL BUSINESS

Your Company entered into an a Business Purchase Agreement dated 25 October, 2012 with Tree House Education and Accessories Limited (Tree House) for sale / transfer of Company''s Play school business, consisting of six centres, carried under the brand "Global Champs" as a going concern, including all the rights and liabilities relating to the play school division, assets, intellectual property rights and all ancillary and consequential rights arising therefrom. The Scrutiniser''s Report on Postal ballot, approving the Resolution was taken on record in the Board meeting held on 2 November, 2012 and accordingly the play school business was transferred to Tree House on 13 December, 2012.

TERMINATION OF JOINT VENTURE WITH HT LEARNING CENTRES LTD

During the year under review, the joint venture between HT Learning Centres Ltd and MT Education Services Private Limited, your Company''s Wholly Owned Subsidiary was terminated and the entire investment in joint venture was received back.

IMPLEMENTATION OF SAP

Your Company implemented SAP for tracking real-time admissions data for ensuring higher operational excellence. SAP is expected to improve the quality of internal and external financial reporting and curtail the time required for finalising of accounts. Automated business support processes, especially, revenue recognition for the wide variety of courses ofered, have eliminated manual work, thus reducing the workload of individual employees. The budgeting feature is also likely to improve eficiencies and lead to cost savings in future.

ACQUISITION OF 51% STAKE IN LAKSHYA

Your Company acquired 51% stake in Lakshya Forum for Competitions Private Ltd ("Lakshya"), a leading North India based IIT Entrance teaching institute, to capitalise and get the first mover advantage under the new IIT Entrance exam pattern and to establish your Company''s foothold in North India tutoring market, as their oferings are synergistic and complementary to your Company''s services in the Science section. With Lakshya''s strong domain expertise in the new advanced IIT exam pattern, MT Educare''s Science section now ofers the entire end to end training to all its students aspiring for Boards, the JEE Mains as well as the JEE Advanced and Medical examinations for a successful career in the engineering and medical stream.

INAUGURATION OF STATE OF THE ART PRE-UNIVERSITY COLLEGE AT MANGALORE

Your Company forayed into formal education with the launch of Mahesh Pre-university College ("College") at Mangalore. The College is an exemplary work of modern architecture, a four storey 75,000 sq. f. structure, with all round glass façade having 40 spacious technologically well-equipped centrally air-conditioned classrooms which can accommodate 3,000 students, a spacious library and terrace garden, 4 well equipped laboratories and various staf and discussion rooms. It will act as a proof of concept for the other college tie-ups within the state and demonstrates your Company''s commitment to the growing engineering and medical test prep market in the entire state of Karnataka.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty, lecturers, and employees of MT Educare FAMILY for their hard work, commitment, dedicated services and collective contribution.

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty

Date: 15 May, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors are pleased to present the Sixth Annual Report and audited accounts for the financial year ended 31 March, 2012.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

(Rs. in lakhs)

Particulars 2011-12 2010-11

Fees 12,491.11 10,243.16

Operating income 341.09 280.87

Revenue from operations 12,832.20 10,524.03

Total expenses 10,450.91 8,594.82

Earnings before interest, tax, depreciation and amortisation 2,381.29 1,929.21

Less: Financial expenses 4.79 0.22

Less: Depreciation & amortisation expenses 763.81 830.23

Add: Other Income 404.49 207.72

Profit before tax 2,017.18 1,306.48

Provision for tax:

Current tax 731.00 576.00

Current tax relating to prior years 5.85 0.00

Deferred tax (96.40) (95.31)

Profit for the year FY 2011-12 1,376.73 825.79

Prior period items 0.01 0.00

Profit available for appropriations 1,376.74 825.79

Appropriation:

Proposed dividend 177.97 140.69

Dividend Distribution Tax 28.87 22.82

Transfer to General Reserve 1,169.90 662.28

1,376.74 825.79

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs.12,491.11 lakhs as against Rs.10,243.16 lakhs for the previous year registering an increase of around 21.94%. The operating income stood at Rs.341.09 lakhs (Previous year Rs.280.87 lakhs). Earnings before interest, depreciation, tax and amortisation (EBIDTA) increased by around 23.43% and stood at Rs.2,381.29 lakhs as compared to previous year's figure of Rs.1,929.21 lakhs. Profit after tax increased by 66.72% from Rs.825.79 lakhs in the previous year to Rs.1,376.73 lakhs in the current year.

Of the total Direct Income for FY 2011 -12,48.07% was contributed by School division, 21.03% by Commerce division, 25.98% by Science division and the balance 4.92% was contributed by other ventures.

DIVIDEND

Your Directors have recommended a dividend of Rs.0.45 (4.5%) per Equity share (previous year Rs.0.40 per Equity Share) for the financial year ended 31 March, 2012, on a share capital of Rs.39,54,78,720 divided into 3,95,47,872 Equity shares of Rs.10/- each.

The total dividend payout including Dividend Distribution Tax of Rs.28.87 lakhs (previous year Rs.22.82 lakhs) would absorb Rs.206.84 lakhs (previous year Rs.163.51 lakhs).

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 - II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March 2012 are provided in Annexure 1 to this Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing agreement with the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Dr. Chhaya Shastri, Mr. Cyrus Driver & Ms. Drushti Desai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

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:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected appropriate 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 as at 31 March 2012 and of profit of the Company for the year ended on that date;

(iii) 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; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter / certificate from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs.278.53 lakhs - (Previous year Rs.131.08 lakhs) Outgo: Rs.195.24 lakhs (Previous year Rs.25.25 lakhs)

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

INCREASE IN THE PAID-UP SHARE CAPITAL

In the extraordinary general meeting held on 13 April, 2011, the shareholders approved (a) the issue of 140,886 options under the Scheme titled "ESOP 2011-1", convertible into 140,886 Equity shares of Rs.10 each and (b) the issue of 680,966 Equity Shares at a consideration of Rs.10 per Equity Share to the Associate Trust. The Company has on 2 June, 2011 allotted 680,966 Equity Shares to the Associate Trust and the options granted have been exercised and converted into 140,886 equity shares, as a result of which the share capital of the Company has increased from Rs.343,510,200 divided into 34,351,020 equity shares of Rs.10 each to Rs.351,728,720 divided into 35,172,872 equity shares of Rs.10. For more details please refer note 3.5 of the Notes forming part of the financial statements.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty, lecturers, employees of MT Educare FAMILY for their hard work, commitment, dedicated services and collective contribution.

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty

Date: 26 May, 2012 Chairman and Managing Director


Mar 31, 2011

To The Members of MT Educare Ltd

The Directors are pleased to present the fifth report and audited statement of accounts of the Company for the financial year ended on March 31, 2011.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

Particulars (2010-11) 2009-10 (Rs.)

Direct Income 1,024,316,223 827,551,116

Operating Income 23,547183 4,903,510

Total Income 1,047,863,406 832,454,626

Profit before" Interest, Depreciation' and Amortisation 189,230,971 124,970,707

Less: Finial Expenses 1,180,748 2,073,544"

Less: Depreciation £ Amortization 83,023,159" 78,727,928"

Add: Non-Operating income 25 621684' 25,460,502

Profit before Tax" 130,648,748 69,629,737

Provision for tax:

Current Tax 57,600,000 38730,000

Deferred Tax (9,530,878) (16,633,052)

Profit after tax 82,579,626 47,532,789

Balance brought forward from previous year 0 0

Available for Appropriations 82,579,626 47,532,789

Appropriation:

Proposed dividend " 14,069,152 0

Dividend transfer Tax 2,282,368" 0

-Transfer d to General Reserve 66,228,106 47,532,789

82,579,626 47,532,789

DIVIDEND

Your directors are pleased to recommend dividend of Rs.0.40 (4%) per Equity Share on a share capital of Rs.351,728,720 divided into 35,172, 872 Equity shares of Rs.10/- each for the financial year ended 31st March, 2011

The total dividend payout including Dividend Distribution Tax of Rs. 2,282,368 (previous year - Nil) would absorb Rs.16,351,520 (previous year - Nil).

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs.1,024,316,223 as against Rs.27,551 #116 for the previous year registering an increase of around 24%. The operating income stood at Rs. 23,547,183 (Previous year Rs.4,903,510). Earnings before Interest, Depreciation, Tax and Amortisation (EBIDTA) increased by around 51 % and stood at 189,230,971 as compared to previous year's figure of Rs 124,970,707. Profit after tax increased by 73 % from X 47,532,789 in the previous year to Rs.82,579,626 in the current year. of the total Direct Income for 2010-11, 45 % was contributed by State Board, 20% by Commerce division, 24% by Science division and the balance 11 % was contributed by other ventures.

ISSUE OF BONUS SHARES

At the Extra Ordinary General Meeting of the members of the Company held on 5th April, 2010 Ordinary resolution for issuance of Bonus shares to the shareholders in the proportion of 32 (Thirty) Equity Shares for every 1 (One) Equity share was approved. In the meeting of the Board of Directors of the Company held on 7th April, 2010, 3,33,10,080 Equity shares of Rs.10 each were allotted as Bonus shares to the respective shareholders by utilization of General Reserve.

ACQUISITION AGREEMENT

Your Company has entered into an acquisition agreement (the "Acquisition Agreement") with Parag Chitale, Reshma Chitale and Sanjaya Singh Misra on January 22, 2011 for the acquisition of Chitale's Personalised Learning Private Limited ("CPLPL") which is engaged in the business of conducting coaching classes for students appearing for MBA entrance exams. As per the terms of Acquisition Agreement, your Company has acquired 51% of the fully paid up share capital of CPLPL by subscribing to 41,633 equity shares at price of Rs.288.23 per share aggregating to Rs 12,000,000. Pursuant to conditions precedent laid down in the Acquisition Agreement, the MBA test preparation business operated by Chitale's Personalised Learning Centre a proprietorship firm of Parag Chitale, has been transferred from to CPLPL with effect from June 30, 2010. With effect from February 1, 2011, CPLPL has become subsidiary of your Company.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposits from the public or the shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) they have selected appropriate 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 financial year 2010-11 and of 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 Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the annual accounts for the year ended on March 31, 2011 on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Dr. Chhaya Shastri, Mr. Cyrus Driver, Ms. Drushti Desai, Mr. Yatin Samantand Mr. Uday Lajmi appointed as Additional Directors shall hold office as Directors till the ensuing Annual Genera! Meeting. The Company has received notice of candidature for Directorship from the said Directors. Further. Mr. Naarayanan Iyer, Director of the Company shall be liable to retire by rotation and being eligible offer himself for re-appointment.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

PERSONNEL

The particulars of employees of the company, in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure 'to this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of Directors Report in Annexure:

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Auditors of the Company, shall retire at the ensuing Annual Genera! Meeting and being eligible, offer themselves for re-appointment. The Company has received letter / certificate from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

EMPLOYEE STOCK OPTION PLAN

The employee stock options of your Company presently operate under two different employee stock options schemes for the employees of your Company, namely ESOP 2011 - I and ESOP 2011 - II. ESOP 2011 - I is not in compliance with the provisions of the SEBI ESOP Guidelines, as your Company, being an unlisted Company, is not required to comply with the provisions thereof. There are no outstanding options under ESOP 2011 - I and your Company does not intend to make any further grant of options under the ESOP 2011 - I. ESOP 2011 - II is in compliance with the SEBI ESOP Guidelines. The details of the ESOP schemes of your Company are as mentioned in Annexure, forming part of the Directors Report.

MT ASSOCIATES TRUST

The MT Associates Trust (the "Associate Trust") is an independent irrevocable trust established by a trust deed dated 13th May, 2011 ("Trust Deed") for the benefit of certain persons associated with your Company through a subsisting valid contract of engagement for their services in their capacity as (i) faculty members across various coaching centers and courses, both full-time and part time; (ii) persons who structure and organize various courses offered by our Company; (iii) persons who manage various coaching centers and/or (iv) provide administrative assistance in relation to the business of our Company (the "Trust Beneficiaries").

Pursuant to the Board and Shareholders' resolutions dated 8th April, 2011 and 13th April, 2011, respectively and the Trust Deed, your Company has on 11th June, 2011 allotted 6,80,966 Equity Shares at a consideration of Rs..10 per Equity Share to the Associate Trust ("Trust Shares"). The Trust Shares shall be held by the Associate Trust, in the name of the Trustee, in trust for and on behalf of the Trust Beneficiaries.

ACQUISITIONS

a. Your Company was holding 18% of the paid-up share capital of MT Education Services Private Limited (MTESPL). It has subsequently, on 7th April, 2011 acquired the balance 82% shares from its existing shareholders, thereby making MTESPL, a wholly owned subsidiary of your Company.

b. Your Company has entered into a Memorandum of Understanding dated 14th May, 2011, for purchase of property situated at Mangalore, for an aggregate consideration of Rs.8,70,00,000, of which the Company has paid a sum of Rs.1,00,00,000.

CHANGE OF NAME OF COMPANY

Pursuant to resolution in terms of Section 31/21 read with Section 44 of the Companies Act, 1956 passed in the Extra Ordinary General Meeting of the Company held on 13/04/2011, name of your Company was changed from MT Educare Private Limited to MT Educare Limited and that the required documents were filed with the Registrar of Companies, Maharashtra, Mumbai.

Your Company is in receipt of Fresh Certificate of Incorporation dated 18th May, 2011 consequent upon Change of Name on conversion to Public Limited Company.

APPRECIATION

Your Directors record their sincere gratitude for the assistance and co-operation provided by Banks, Government Authorities, Customers, Suppliers and Shareholders of the Company.

Your Directors wish to place on record there deep appreciation to all the Visiting Faculty, Lecturers, Employees of MT Educare FAMILY for their hard work commitment, dedicated services and collective contribution.

For and on behalf of the Board of Director

Mahesh R Shetty Dr. Chhaya Shastri

CMD Director

 
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