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Notes to Accounts of MT Educare Ltd.

Mar 31, 2015

1. Corporate information

MT Educare Limited (earlier MT Educare Private Limited) ('MTEL' or 'the Company') is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18th May, 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Offer (IPO) on 27th March, 2012 and the IPO closed on 29th March, 2012. The Company was listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on 12th April, 2012.

2. The company has only one class of equity shares having a face value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. Dividend right is in proportion of number of shares held.

In the event of liquidation of the company, the holders of equity shares shall be entitled to remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion of equity shares held by the shareholders.

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

3. The company, on 21st March 2015, entered into a sale and lease back arrangement of its Pre University (PU) Campus situated in Mangalore, Karnataka. The deal was signed for a total sale consideration of Rs. 5500 lakhs which was received before 31st March 2015. The Campus is occupied by the Company and MT Educare Charitable Trust and the lease rent shall be borne proportionately by the respective entities. The agreement is for a period of 15 years. The Company has paid a security deposit of Rs. 660 lakhs against the rental obligation.

All the long term loans & advances are unsecured and considered good.

4. Contingent liabilities and commitments (to the extent not provided for)

Rs. in lakhs

As at As at Particulars 31 March, 2015 31 March, 2014

(i) Contingent liabilities

(a) Claims against the Company not acknowledged as debt

(i) Income Tax Demand (Note 26.1.1) 69.63 123.40

(b) Guarantees given by Bank for Govt Project 33.12 25.00

(c) Corporate Guarantee given (Note 26.1.2) 1,800.00 -

5. The Company has filed appeals or proposes to file appeals with income tax authorities against income tax demand raised/ refund claimed, for several assessment years totalling to Rs. 95.18 lakhs.

6. Corporate guarantee is given for loan taken by Sri Gayatri Educational Society pursuant to an arrangement entered through company's subsidiary Sri Gayatri Educational Services Pvt Ltd.

7. The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

8. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

9. Employee benefit plans

Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 116.29 Lakhs (Year ended 31 March, 2014 Rs. 85.39 Lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.


Mar 31, 2014

1. Additional information to the financial statements

1.1 Contingent liabilities and commitments (to the extent not providedfor) RS in lakhs Particulars As at As at 31 March, 31 March, 2014 2013

(i) Contingent liabilities (a) Claims against the Company not acknowledged as debt i.Income Tax Demand (Note25.1.1) 123.40 139.72 (b) Guarantees given by Bank for Govt Project 25.00 -

1.1.1 The Company has filed appeals or proposes to file appeals with income tax authorities against income tax demand raised, for several assessment years totalling to Rs. 123.40 lakhs.

1.2 Related party transactions 1.2.1 Details of related parties:

Description of relationship Names of related parties

Subsidiaries Chitale''s Personalised Learning Private Limited,MT Education Services Private Limited, Lakshya Educare Private Limited,Lakshya Forum for CompetitionsPvt.Ltd.

Key Management Personnel(KMP) Mahesh R.Shetty,Dr.Chhaya Shastri

Enterprises in which KMP can exercise significantinfluence Mahesh TutorialsChembur, Mahesh Tutorials Mulund,Global Education Trust,Prosynapse Consultants Pvt.Ltd. Note: Related parties have been identified bythe Management.

2.1 The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

2.2 The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

2.3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2.4 Employee benefit plans

2.4.1 Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 85.39 Lakhs (Year ended 31 March, 2013Rs. 69.02 Lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

2.4.2 Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:


Mar 31, 2013

1 CORPORATE INFORMATION

MT Educare Limited (earlier MT Educare Private Limited) (''MTEL'' or ''the Company'') was incorporated under the Companies Act, 1956 on 19 August, 2006 and is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18 May, 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Ofer (IPO) on 27 March, 2012 and the IPO closed on 29 March, 2012. The Company was listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 12 April, 2012.

Note 2.1

The Company has only one class of equity shares having a face value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share.

Note 2.2

In the event of liquidation of the Company, the holders of equity shares shall be entitled to remaining assets of the Company, afer distribution of all preferential amounts. The distribution will be in proportion of equity shares held by the shareholders.

Note 2.3

The Company has reserved 2,72,912 Equity shares for issuance of ESOP 2011 -II.

Notes 2.4.1

The Company approached the capital market with its maiden Public Issue of 1,23,75,000 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 80 per equity share (including a share premium of Rs. 70 per equity share) aggregating to Rs. 9,900 lakhs consisting of a fresh issue of 43,75,000 Equity Shares aggregating to Rs. 3,500 lakhs and an Ofer for Sale of 80,00,000 Equity Shares by Helix Investments Company aggregating to Rs. 6,400 lakhs. The Company came out with its Initial Public Issue (IPO) on 27 March, 2012. The closing date for the issue was 29 March, 2012 but the final subscription & allotment was completed on 10 April, 2012 i.e. during the FY 2012-13.

Note 3.1

The Company has during the year, declared two interim dividends of Rs. 1 each amounting to Rs. 395.48 lakhs and Rs. 397.82 lakhs.

Note 4.1

During the year MT Educare Limited floated a new subsidiary, Lakshya Educare Private Limited for starting IIT Entrance coaching in West and South India, wherein MT Educare Limited holds 90% stake and the balance 10% is held by Lakshya Forum for Competitions Private Limited

Note 4.2

All the long term loans & advances are unsecured and considered good.

Note 4.3

Long term loans and advances as on 31 March, 2013 includes: Rs. 60 lakhs is paid, during the year, by the Company to CPLPL, a 51% subsidiary of the Company as Share application money. The shares were allotted to the Company on 30 April, 2013 and the Company continues to hold 51% stake in CPLPL.

Note 4.4

Long term loans and advances as on 31 March, 2013 includes:

Rs. 600 lakhs paid to the shareholders of Lakshya Forum for Competitions Private Limited as advance towards acquisition of 51% stake in the said Company. The shareholders agreement was executed on 1 April, 2013, and as a result, Lakshya Forum for Competitions Private Limited, became a 51% subsidiary of the Company from that date.

Note 5.1

Property Tax expense for the year has been provided based on change in the applicability norms post an amendment in the Sections 154(1A) & 154(1B) of the Mumbai Municipal Corporation Act, 1888.

Note 5.2

A part of the government grant in relation to projects undertaken by the Company includes amount to be paid to the students who are enrolled under the Government scheme, in the form of stipend.

Rs.in lakhs

As at Particulars As at 31 March, 2012

NOTE 6 ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENTS

6.1 Contingent liabilities and commitments (to the extent not Provided for)

Contingent liabilities

(a) Claims against the Company not acknowledged as debt Income Tax Demand 139.72 111.25

(b) Guarantees given by Bank for Govt. Project 100.00

(c) Other money for which the Company is contingently liable

Note 6.1.1

The Company has filed appeals with income tax authorities against income tax demand raised, for several assessment years totaling to Rs. 139.72 lakhs.

6.2.1 In the extraordinary general meeting held on 13 April, 2011, the shareholders approved the issue of 2,72,912 options under the Scheme titled "ESOP 2011-II".

During FY 2011-12, the Company has granted 2,72,912 options under the "ESOP 2011- II" to eligible employees of the Company.

6.3 The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

6.4 The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

6.5 Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

6.6 EMPLOYEE BENEFIT PLANS

6.6.1 Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 69.02 lakhs (Previous Year Rs. 47.83 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

6.6.2 Defined benefit plans

The Company ofers the following employee benefit schemes to its employees:

Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

NOTE 7.1 EVENTS OCCURRING AFTER BALANCE SHEET DATE

i. The Company had entered into a Share Purchase and Debenture Subscription Agreement in November 2012 with the shareholders of Lakshya Forum for Competitions Private Limited ("LFCPL") for acquisition of 51% stake in LFCPL. Rs. 600 lakhs is paid to the shareholders of LFCPL as an advance towards the acquisition of 51% stake. The Shareholders'' Agreement was executed on 1 April, 2013. As a result, LFCPL became a 51% subsidiary of the Company from that date.

ii. Rs. 60 lakhs was paid, during the year, by the Company to Chitale''s Personalised Learning Private Limited ("CPLPL"), a 51% subsidiary of the Company, as Share application money. The shares were allotted to the Company on 30 April, 2013. The Company continues to hold 51% stake in CPLPL


Mar 31, 2012

1 CORPORATE INFORMATION

MT Educare Limited (earlier MT Educare Private Limited) ('MTEL' or 'the Company') was incorporated under the Companies Act, 1956 on 19 August 2006 and is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18 May 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Offer (IPO) on 27 March 2012 and the IPO closed on 29 March 2012. The Company was listed on the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE)on 12 April 2012.

2. Rs. 460.70 lakhs receivable from Selling Shareholder towards their share of IPO related expenses is included in Loans & Advances (Others)

Rs. in lakhs Particulars at 31 March 2012 As at 31 March 2011

3. ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENTS

4. Contingent liabilities and commitments (to the extent not provided for) Contingent liabilities

(a) Claims against the Company not acknowledged as debt

(i) Income Tax Demand (Refer note 26.1.1) 111.25 57.48

(b) Guarantees given by Bank for Govt. Project (Refer note 26.1.2) 100.00 21.00

(c) Other money for which the Company is contingently liable

5. The Company has filed an appeal with the Commissioner of Income Tax (Appeal) [CIT (A)] against the demand raised by ACIT-10(3), Mumbai, U/s 143(3) of Income Tax Act, 1961 for Rs. 111.25 lakhs, for the A.Y. 2007-08 vide Assessment Order dated 24 December 2009.

6. Guarantee issued by bank on behalf of the Company is for the Projects undertaken by the Company with certain entities associated with the Government of India & the State Governments.

7. Employee Stock Option Scheme

8. In the extraordinary general meeting held on 13 April 2011, the shareholders approved the issue of 140,886 options under the Scheme titled "ESOP 2011 -I".

The ESOP 2011-1 allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

The exercise price of each option is Rs. 10. On 2 June 2011 the options granted have been exercised and converted into 140,886 equity shares.

The difference between the fair price of the share underlying the options granted on the date of grant of option and the exercise price of the option (being the intrinsic value of the option) representing stock compensation expense has been expensed to profit and loss statement since there was no vesting period.

9. In the extraordinary general meeting held on 13 April 2011, the shareholders approved the issue of 272,912 options under the Scheme titled "ESOP 2011-11".

The ESOP 2011-11 allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

During the current year, the Company has granted 272,912 options Under the "ESOP 2011- II" to eligible employees of the Company.

The difference between the fair price of the share underlying the options granted on the date of grant of option and the exercise price of the option (being the intrinsic value of the option) representing stock compensation expense has been expensed to profit and loss statement on a time proportion basis over the vesting period.

10. The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

11. The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

12. The Revised Schedule VI has become effective from 1 April 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

13. Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

14. EVENTS OCCURRING AFTER BALANCE SHEET DATE

The Company approached the capital market with its maiden Public Issue of 1,23,75,000 Equity Shares of face value of Rs.10 each for cash at a price ofRs. 80 per equity share (including a share premium ofRs. 70 per equity share) aggregating to Rs.9,900 lakhs consisting of a fresh issue of 4,375,000 Equity Shares aggregating to Rs. 3,500 lakhs (The "Fresh Issue") and an Offer for Sale of 8,000,000 Equity Shares by Helix Investments Company (The "Selling Shareholder") aggregating to Rs. 6,400 lakhs (The "Offer For Sale" and together with the Fresh Issue, the "Issue"). The Issue constituted 31.29% of the Post-Issue paid-up Equity Share capital of the Company.

The Bid/Issue opened for subscription on 27 March 2012 and closed on 29 March 2012 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations"). The floor price for the Issue was fixed at Rs. 74 per Equity Share ofRs. 10 each and the Cap Price was fixed atRs. 80 per Equity Share ofRs. 10 each.

The Anchor Investor Bid/Issue opened and closed on 26 March 2012. The Company received applications from 2 Anchor Investors for 2,702,720 Equity shares at a Price of Rs. 74 per share amounting to Rs. 2,000 lakhs in the Escrow account. The Anchor Investors were allocated 1,737,914 shares.

The Issue was oversubscribed to the extent of 4.907 times (excluding the Anchor Portion) as per the Bid data after removing multiple and duplicate bids and before technical rejections. After considering the cheque returns, withdrawals and technical / multiple rejections cases, the Issue was subscribed 4.887 times (excluding the Anchor Portion).

Afterthe closure of the Issue, the Company in consultation with the Book Running Lead Manager finalised the Issue price at Rs. 80 per Equity Share for all investors (including Anchor Investors).

As of 31 March 2012, the Company has issued 4,375,000 Fresh Equity shares for subscription aggregating to Rs. 3,500 lakhs.

All activities post closure of the Issue viz. receiving of provisional & final certificates from the Escrow banks, reconciliation of bid files received from the stock exchanges and bank schedules received from the escrow bankers, technical rejections, finalisation of basis of allotment, application for listing of Equity shares with the Stock Exchanges, transfer of funds from Escrow account to public issue account, allotment of Equity Shares etc. were carried out between 2 April 2012 and 10 April 2012 and accordingly as of 31 March 2012 the said 4,375,000 fresh Equity shares are shown as 'Shares issued but not subscribed'.

As per the Final certificates issued by the Escrow Collection Banks, SCSBs (Syndicate ASBA) and SCSBs, 6,962 applications for 54,746,560 Equity Shares have been received and the amount collected / blocked was Rs. 4,363.87 lakhs.

After considering the rejections & withdrawals, there were 6,841 valid applications for 54,684,240 Equity shares.

The basis of allotment was approved in the IPO committee meeting of the Company held on 9 April 2012 and the allotment of Shares was done in the meeting of the Board of Directors of the Company held on 10 April 2012.

Based on the basis of allotment as approved by the BSE Limited (Designated Stock Exchange") 12,375,000 Equity shares were allotted to 6,193 applicants.

On allotment, the issued, subscribed and paid-up capital of the Company increased to Rs. 395,478,720 divided into 39,547,872 Equity Shares of Rs. 10 each, fully paid-up.


Mar 31, 2011

BACKGROUND

MT Educare Limited was incorporated under the Companies Act, 1956 on 19th August, 2006 and is engaged in the business of conducting commercial training, coaching / tutorial classes and activities incidental and ancillary thereto.

1. Share Capital:

During the year ended 31st March, 2011, the Company has declared a bonus of 32 shares for every share held, Accordingly, 33,310,080 Equity Shares were allotted as bonus shares to existing shareholders. The total number of Equity shares post the bonus issue are 34,351,020.

2. Intangible Assets:

During the year ended 31st March, 2011, following items were capitalized as Intangible Assets:

- Non-compete fees of Rs.4,200,000 paid to Visiting Lecturers as per agreement dated 16th April, 2008.

- An amount of Rs.1,730,236 incurred for in house development of Multimedia Software (TAT), has been capitalized as Intangible Assets during the period ended 31st March, 2011.

- An amount of Rs.15,514,906 included in opening Capital Work In Progress, for in house development of Multimedia Software (TAT), has been capitalized as Intangible Assets during the year ended 31st March, 2011.

- An amount of Rs.7,108,000, incurred towards ERP - SAP Software, included in Capital Work

In Progress has been capitalized as Intangible Assets during the year ended 31st March, 2011.

3. Fixed Assets

During the year ended 31st March, 2008 opening balance of Gross Block of certain Fixed Assets under the respective heads of "Tangible Assets" brought forward from Financial year 2006-07 were erroneously stated at Written Down Value instead of their gross value, and hence the Gross Block and Accumulated Depreciation of Fixed Assets were understated by Rs.1,823,919 respectively. Accordingly both Gross Block & Accumulated Depreciation as at 01.04.2010 have been increased byRs. 1,823,919 under the respective heads of "Tangible Assets".

4. Contingent Liabilities:

- The company has ensured compliance of all the obligations made / undertaken as shareholder of MT Education Services Pvt. Ltd. in its Joint Venture with HT Education Ltd. The quantum of such obligation is not determinable.

- Claims against the company for income tax appeals not acknowledged as Debts, aggregates to Rs.5,748,303.

- Guarantees issued by the bank on behalf of the Company Rs.2,100,000 as at 31st March, 2011.

5. Operating Leases:

General description of Lease Terms:

(i) Assets are taken on lease over a period of 2 to 10 years,

(ii) Lease rentals are charged on the basis of agreed terms with the landlord.

The aggregate payments made by the Company during the year towards operating leases are as under

6. There is no amount payable by the Company to Micro, Small and Medium Enterprise Suppliers as defined under Section 7 of the Micro, Small and Medium Enterprises Development Act, 2006. The identification of Micro, Small and Medium Enterprise Suppliers is based on management's knowledge of their status.

7. Capital Commitments

The estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31st March, 2011 is Rs.12,479,079 (Previous year Rs.13,736,491)

8. Dubai - Foreign Operations :

In the Financial year 2008-09 the Company opened is branch in Dubai, under the name of MT Management Solution to impart education to students in the United Arab Emirates (UAE). The Branch had subsequently entered into an agreement with 'Wisdom Educational Institute (WEI), based in Dubai, for providing advisory services to WEI for enabling them to impart education and coaching. In the current financial year, the Branch has earned professional fees of Arab Emirates Dirham (AED) 1,052,758 for providing advisory and professional services to WEI.

9. Franchisee:

The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognized as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

10. Major components of deferred tax asset arising on account of timing differences as on 31st March, 2011 are: -

11. In the opinion of the Board of Directors, Current Assets, Loans & Advances are approximately of the value stated, if realized in the ordinary course of business and provisions for all the known liabilities and depreciation are adequate and not in excess of the amount reasonably necessary.

12. Gratuity:

The following table sets out the status of the gratuity plan and the amounts recognized in the Company's financial statements as at the Balance Sheet date.

13. Related Parties:

The Management has identified the following Companies, firms, H.U.F's, trust and individuals as related parties of the Company for the period ended 31st March, 2011 for the purposes of reporting as per AS 18 - Related Party Transactions:

14. Acquisitions:

The Company has acquired 51% of the paid-up Equity Share Capital of Chitale's Personalized Learning Private Limited (CPLPL), which is engaged in the business of providing coaching for competitive examinations for admissions to universities offering masters in business administration degrees with effect from 1st February, 2011.

15. The previous year's figures have been regrouped, rearranged and recanted wherever found necessary.

16. Events occurring after the Balance Sheet Date:

a. Employee Stock Options

The Company instituted Employee Stock Option Schemes, ESOP 2011 - I and ESOP 2011 - II on 8th April, 2011, pursuant to Board and Shareholders' resolutions dated April 8th April, 2011 and 13th April, 2011, respectively. The Company obtained consent from its members for grant of 140,887 options convertible into 140,887 Equity Shares of face value Rs.10 each under ESOP - I and 272,912 options convertible into 140,887 Equity Shares of face value Rs.10 each under ESOP - I respectively. The objective of ESOP 2011 - I and ESOP 2011 - II was to reward the employees for their past association and performance as welt as to motivate them to contribute to the growth and profitability of our Company.

The Company subsequently granted 140,886 options under ESOP 2011 -1 and 272,912 options under ESOP 2011 - II respectively and the balance 1 option in ESOP 2011 - I has been annulled Rs. in the Board Meeting held on 2nd June, 2011. A&

b. 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 personnel associated with the Company through a subsisting valid contract of engagement for the 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 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, the Company has on 2nd June, 2011 allotted 680,966 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.

c. Acquisitions

The Company was holding 18% of the paid-up share capital of MT Education Seines Private Limited (MTESPL). It has subsequently, on 7th April, 2011 acquired the balance 82% shares from its existing shareholders, thereby making MTESPL, a 100% subsidiary of the Company.

d. Land

The 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.87,000,000, of which the Company has paid a sum of Rs.10,000,000.

e. Conversion to Limited Company

The Company changed its name from MT Educare Private Limited to MT Educare Limited upon its conversion into a public company and pursuant to the receipt of fresh certificate of incorporation dated 18th May, 2011

NOTE:

1. The above statements have beer prepared by the indirect method, except in case of interest, dividend and purchase of investments, which have been considered on the basis of actual movement of cash.

2. Cash and cash equivalent represents cash, bank balances and fixed deposits

 
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