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Directors Report of Navneet Education Ltd.

Mar 31, 2022

Your Directors present their thirty-sixth Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2022.

(1) FINANCIAL RESULTS :

('' in Lakhs)

Particulars

STANDALONE

CONSOLIDATED

2021-22 |

2020-21

2021-22 |

2020-21

Revenue from Operations

1,06,052 |

80,297

1,11,430 r

83,457

Other Income

2,019

1,452

1,881

1,365

Total Revenue

1,08,071

81,749

1,13,311

84,822

Expenses

92,674

73,321

1,00,759

80,481

Profit Before Share of Associate, Exceptional Item & Tax

15,397

8,428

12,552

4,342

Share of Profit/(Loss) of Associate

0

0

(1,090)

281

Exceptional Item

4,580

0

7,523

4,252

Profit Before Tax

19,977

8,428

18,985

8,875

Tax Expenses

5,315

2,265

5,986

3,284

Profit After Tax

14,662

6,163

12,999

5,591

Other Comprehensive Income/(Expense)(net of tax)

(352)

1,151

(333)

1,177

Total Comprehensive Income for the year

14,310

7,314

12,666

6,768

(2) DIVIDEND :

Your Directors have recommended a final dividend of '' 1.50 (75 %) per share for the financial year ended 31st March, 2022.The dividend so recommended, if declared works out to 23.14% of Net Profit of the Company. The dividend on equity shares is subject to the Shareholders'' approval at the 36th Annual General Meeting.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy(''Policy'').The Policy is attached to this Report as Annexure ''A'' and the same is also available on the Link of the Company''s website at https://www. navneet.com/pdfs/Corporate_Governance_Policies/ Dividend-Distribution-Policy.pdf

(3) OPERATIONS :

The Company achieved a total revenue (including other income) of '' 1,08,071 Lakhs during the year under

review against '' 81,749 Lakhs achieved in the previous financial year 2020-21. The EBITDA for the year under review stood at '' 19,035 Lakhs as against '' 12,585 Lakhs in the previous financial year. After providing '' 3,270 Lakhs towards depreciation, '' 4,424 Lakhs for Income Tax, '' 863 Lakhs deferred tax charge and '' 28 Lakhs as short provision of tax of earlier years, the Company achieved Net Profit before OCI and after exceptional item of '' 14,662 Lakhs for the financial year ended 31st March, 2022 as against '' 6,163 Lakhs achieved in the previous financial year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :Content Publishing Division:

The Company''s content publishing division clocked a turnover of '' 37,151 Lakhs during the year under review as compared to '' 29,464 Lakhs achieved in the previous financial year. There was a growth of about 26% over the last year.

Stationery Division:

The Company''s stationery division achieved a turnover of '' 68,459 Lakhs during the year under review as against turnover of '' 50,674 Lakhs of the previous financial year 2020-21. There was a growth of about 35% over the last year.

(5) FINANCING :

During the year under review, the Company has issued Commercial Papers (CPs) to meet working capital requirements. As on 31st March 2022, the outstanding amount of CPs was '' 6,000 Lakhs. The other financing requirements of the Company has been met through working capital loans from multiple banks.

(6) BUY BACK OF SHARES :

The Company bought back 26,57,319 equity shares at a price not exceeding '' 100/- per share from the shareholders of the Company from the open market through the stock exchange mechanism. The paid up share capital accordingly stood reduced to ''45,24,26,362/- divided into 22,62,13,181 equity shares of '' 2/- each.

(7) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

• that in the preparation of annual financial statements for the year ended 31st March, 2022, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

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

• that the Directors had 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;

• that the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(8) DIRECTORS AND KEY MANAGERIAL PERSONNELS :

Shri Kamlesh S. Vikamsey (DIN: 00059620), Shri Raju H. Gala (DIN: 02096613) and Shri Anil D. Gala (DIN: 00092952), Directors of the Company, retire by rotation and, being eligible offer themselves for reappointment. Shri Mohinder Pal Bansal, had tendered his resignation as a Director of the Company with effect from 31st March, 2022. The Board of Directors placed on record its appreciation for valuable contributions made by him during his association with the Company. Further, the Board of Directors upon recommendation of Nomination and Remuneration Committee appointed Shri K. I. Viswanathan (DIN: 09572232) as an Additional Director in the category of Independent Director with effect from 18th May, 2022.

Shri Deepak L. Kaku resigned as the Chief Financial Officer of the Company and Key Managerial Personnel with effect from 31st January, 2022. The Board of Directors placed on record its appreciation for the services rendered by him during his tenure with the Company. Consequently, pursuant to the recommendations of Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Shri Kalpesh D. Dedhia as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1st February, 2022.

(9) RISK MANAGEMENT POLICY :

As required under Section 134(3)(n) of the Companies Act,2013 and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Risk Management Committee was in place.The Company has formulated a Risk Management Policy to identify, evaluate and mitigate the various business risks that

the Company may face during its functioning. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(10) CORPORATE SOCIAL RESPONSIBILITY :

The year 2021-22, brought in hope while still fighting through the pandemic. The focus of company''s CSR was to support individuals and groups to restart normalising work and life. Community work in various sectors of intervention started reshaping, forming new strategies to sail through COVID - 19 and come out as winners.

Education

The schooling and learning was affected by lockdown situations from COVID-19 Pandemic. Methods of education changed as students accessed online studies and support was extended to institutes, teachers and students to adopt the new normal. During this year, in many regions other than metro cities, regular schools had started operating. However, the income source of parents was on slower track than the usual. The company supported students with education fees, school kits and bags.

Children under treatment for cancer were supported with coaching and education fees. Their health challenges make it difficult for these children to attend schools. It is during these times, counselling and support to 23 children and parents help students to continue their education. Support for higher studies to ensure girls and boys complete their graduation to secure their future is most vital. Youth pursuing graduation degrees were helped with their institutional fees. Such 31 youths were supported. Education of girls and mentoring to support them to continue their education and build their personality and life skills, 50 girls were supported with their education fees and mentoring and coaching. 271 Children belonging to under privileged families were supported with educational fees.

Digital education was key to reaching out to children during lockdown imposed during pandemic. It was a challenge in rural remote villages to involve children in study classes. The digital platform made education accessible to the marginalised 1,418 children.

An initiative for coaching underprivileged youth for entrance exams was supported at Dahanu. More than 1,126 books were provided to set up library for this centre. The tribal students in the region have access to coaching and free books for preparation of UPSC and MPSC exams. A Book is a best friend, offering this opportunity to children in villages through library. Support was provided to set up 10 libraries for children in 10 villages in Gujarat. Practical physical education involved 350 students participating in learning theory and practice of physical health in relation to sports.

Girls and young women living in slums of South Mumbai have been trained in Tailoring skills. These 22 youngsters aspire to start their own business or joining garment making companies.

In 3 villages, a box library was started for children between age 5 to 15 years. Children manage the library and about 90 children access this to enhance their reading and language skills.

Experiential learning is the best method of education. A Vijaynagar zilla parishad school in district Satara was supported for developing kitchen garden. This 400 sq ft space in the school premises is now turned in learning and growth opportunity for children. Healthy eating starts with an understanding of fruits and vegetables.

the Company may face during its functioning. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(10) CORPORATE SOCIAL RESPONSIBILITY :

The year 2021-22, brought in hope while still fighting through the pandemic. The focus of company''s CSR was to support individuals and groups to restart normalising work and life. Community work in various sectors of intervention started reshaping, forming new strategies to sail through COVID - 19 and come out as winners.

Education

The schooling and learning was affected by lockdown situations from COVID-19 Pandemic. Methods of education changed as students accessed online studies and support was extended to institutes, teachers and students to adopt the new normal. During this year, in many regions other than metro cities, regular schools had started operating. However, the income source of parents was on slower track than the usual. The company supported students with education fees, school kits and bags.

Children under treatment for cancer were supported with coaching and education fees. Their health challenges make it difficult for these children to attend schools. It is during these times, counselling and support to 23 children and parents help students to continue their education. Support for higher studies to ensure girls and boys complete their graduation to secure their future is most vital. Youth pursuing graduation degrees were helped with their institutional fees. Such 31 youths were supported. Education of girls and mentoring to support them to continue their education and build their personality and life skills, 50 girls were supported with their education fees and mentoring and coaching. 271 Children belonging to under privileged families were supported with educational fees.

Digital education was key to reaching out to children during lockdown imposed during pandemic. It was a challenge in rural remote villages to involve children in study classes. The digital platform made education accessible to the marginalised 1,418 children.

An initiative for coaching underprivileged youth for entrance exams was supported at Dahanu. More than 1,126 books were provided to set up library for this centre. The tribal students in the region have access to coaching and free books for preparation of UPSC and MPSC exams. A Book is a best friend, offering this opportunity to children in villages through library. Support was provided to set up 10 libraries for children in 10 villages in Gujarat. Practical physical education involved 350 students participating in learning theory and practice of physical health in relation to sports.

Girls and young women living in slums of South Mumbai have been trained in Tailoring skills. These 22 youngsters aspire to start their own business or joining garment making companies.

In 3 villages, a box library was started for children between age 5 to 15 years. Children manage the library and about 90 children access this to enhance their reading and language skills.

Experiential learning is the best method of education. A Vijaynagar zilla parishad school in district Satara was supported for developing kitchen garden. This 400 sq ft space in the school premises is now turned in learning and growth opportunity for children. Healthy eating starts with an understanding of fruits and vegetables.

More than 10 varieties of fruits, vegetables and shrubs, that provide not only learning but nutrition to children in their meals is available to students. More than 50 children and their parents participated in development of this kitchen garden. Parents helped in levelling the land, extending water support and upkeep of the garden.

Another school was supported with supply of green boards, an important tool for teaching. Enhancing school facilities helps teachers to reach out to children and make learning interesting.

Special needs children who take shelter at a special needs school with boarding were happy to come back to school after lockdown was called off. About 34 girls with special needs were supported for all their meals through the year. They have also started kitchen garden which helps them not only learn about science of plants and nutrition but also give them hands-on experience on the subject. Also, 5 during early detection camps for special needs children, 350 individuals were given food. These day long camps help early detection of mental growth of children thus providing platform for families to start intervention at early stage. It helps enhance development in children.

Hostel facility is now accessible with support for development for 135 underprivileged aspiring youth pursuing higher education during the year. This facility is available in Ahmedabad, Gujarat at a minimum annual fee for accommodation.

During pandemic, teachers have played an important role in continuing the education for children. They have overcome the challenges brought in by technology and connected with children keeping them motivated. Due to loss of income source, many parents were unable to pay the fees, thus creating a lack of resource to pay teachers'' salary. Support was provided by payment of salary of 86 teachers who reached out to 2200 students in Gujarat.

Teachers'' Training Program

During the first phase of pandemic, ''NavDisha'', was launched to facilitate the teachers meet the challenges of the new learning and teaching situations. Webinars and online training empowered teachers with changing government resolutions impacting schools, important updates, information and developments brought in by the pandemic situations and education policies.

''Bridging the Gap'', an online guidance program for students of Grade VIII to X was accessed by 27,263 facilitate revision of lessons in the curriculum. Webinars were relaunched and used by 10,165 Class X students on language and social studies and science and maths subjects.

NavDisha has reached out through social media to teachers and students.

Health and Medical Care

The Company has supported development of a medical centre that provides service in over 15 faculties. Every day more than 180 patients avail the services. All through he year, 2,400 people from marginalised communities availed the services..

Weekly 2,933 patients in 10 tribal villages provided medical treatment through mobile medical care services. The tribal villages do not have easy access to medical care. An initiative that ensured accessibility of first aid medical care in 10 villages of Vasai -Virar Taluka.

Dental health camp was supported where more than 200 patients received treatment and underwent surgeries.

During COVID 19 Pandemic, the villagers were finding it difficult to procure health care facilities due to loss of

job and inaccessibility of transport. It was during this time, first aid boxes were made available to 20 villages reaching out to a population of 4000. This program was accessible to the villagers through Arogya Mitra -Village level volunteer who volunteered during crisis.

With most of the health service providing organisations coming back to normal working post COVID pandemic, the load of surgeries and treatment increased. This created need for enhancement of infrastructure facilities. Sion Hospital was supported with two automatic operation tables.

Marginalised communities avail medical services and such 47 patients benefited by support extended to them for bearing their treatment expenses. Another 53 patients suffering from tuberculosis were supported with nutritious food kits through the year. Nutritious food is key to the treatment process for TB recovery. Over 1,000 dialyses were supported for kidney patients.

Every year, Navneet Mega Medical Camp is organised in Gujarat where about 4,000 patients accessed medical services that included treatment of ailments and surgeries.

Another medical camp service was made accessible for patients living in remote villages. More than 280 surgeries were conducted where patients were brought in from these isolated villages to health and medical care centre. This was supported by providing comfortable transport facilities for each patient to and

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Enhancing infrastructure facility helps reach out to wider communities making quality health services accessible to underprivileged sections of the society. One such health care service provider facility was supported with CT Scan machine. This facility helped 2,224 patients to access diagnostic service at lower costs. Health care facilities were enhanced by donation of ventilators to 3 hospitals to provide quality services that was accessed by 1,173 beneficiaries admitted in ICU centres.

Others

Animal Welfare

The Company supported 21 Gaushalas to secure food, shelter and medical care for the Abandoned, rescued, special needs large and small animals that were homed in these Gaushalas. These shelters reach out to over 3,700 animals, feeding and caring for them every day. Medical care given includes majour and minor surgeries, treatment and rehabilitation of large and small animals.

Environment Conservation

Kutch, Gujarat, has been facing water crises since decades. Efforts to conserve rain water to help improve water levels of the ground, decrease salinity and improve soil quality for effective farming were made

this year in a village. Work of desilting was done in 9 structures in the basin area of river Rukmavati. Farmers participated with providing their trucks to carry the excavation soil with around 1200 trips. Till end of year, around 18,269 CuM capacity was enahnced for water conservation for the coming monsoon. Work on 17 ponds deepening was carried out with participation of villagers in a village. 50 farmers offered their tractors for distribution of desilting work and the rich soil excavated was used by 400 farmers in the village. The benefits of this initiative would benefit 5594 families in Moti Rayan village.

Tribal villages in Vasai Virar taluka have terrain and soil that bring challenges to access water for drinking and agriculture. As these villages are closer to sea and creeks, the high salinity in soil is not conducive for crop cultivation. Rain water harvesting was the first step towards water conservation in the region. Roof water harvesting systems were installed in 7 villages. This has resulted in conservation of 7 lakhs litres of water at bore wells and hand pumps during the monsoon season in the villages. This initiative has helped 350 families get respite from water crisis during summers.

During the pandemic, we learnt the importance of oxygen as life saver. Hence, it was important to enhance the capacity of nature by planting more trees. In tribal villages, as civilisation and development increases, depletion of trees and forest happens. The task of restoring the environment with plantation of 100 trees in 4 villages was taken up with participation of villagers. Villagers have taken up the ownership of caring for the saplings to see it grow into a tree.

Community Development

Work with farmer communities in the tribal villages in Vasai Virar taluka emphasised the need for better working tools for better yield. Most of the farmers had broken agricultural tools. The pandemic and flood effects in the region lead to low income which did not facilitate purchase of new tools. More than 300 farmers from 20 villages were provided ''Agriculture Tool Kit'' consisting of Kudal, Favda, Ghamela, Vila and others.

Sports

Sports play an important part in chiselling the character of individuals. This opportunity is accessible to

underprivileged children in suburban Mumbai. Cricket coaching is provided to over 320 girls and boys. Coaching is incomplete without quality equipment for practice. To encourage children to follow their aspirations and sport of their passion, each child is provided with cricket training kit with support of the Company. CSR annual report is annexed as Annexure ''B''.

(11) NOMINATION AND REMUNERATION POLICY :

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy (NRC Policy) which has been uploaded on the Company''s website.

The salient features of the NRC Policy are as under:

i) Setting out the objectives of the Policy;

ii) Definitions for the purposes of the Policy;

iii) Policy for appointment and removal of Director, KMP and Senior Management ;

iv) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel;

v) criteria for selection and appointment of Board members.

(12) BOARD MEETINGS :

Five (5) Board Meetings were held during the Financial Year ended 31st March, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

(13) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY :

The Company has maintained a proper and adequate system of internal controls. The Company''s internal control procedures which includes internal Financial Controls, ensure compliance with various policies, practices and statutes and keeping in view the organisation''s pace of growth and increasing complexity of operations. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. The

Company''s internal control system commensurate with the nature and size of its business operations. The internal auditor''s team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

(14) INDEPENDENT DIRECTORS :

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) that they meet and are in compliance with the criteria of independence as laid down in Section 149(6) of the Companies Act,2013. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

(15) RELATED PARTY TRANSACTIONS :

The Company has adopted a policy on Related Party Transactions and dealing with Related Party Transactions which is uploaded on the website of the Company.

All related party transactions that were entered into during the financial year 2021-22 were at arm''s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions were entered into only with prior approval of the Audit Committee. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Disclosure of transactions with Related Parties are provided in the notes to accounts accompanying to the financial statements. Since all related party transactions entered into by the Company were in the

ordinary course of business and at arm''s length basis, Form AOC- 2 is not applicable to the Company.

(16) PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES :

a) Navneet Futuretech Limited (formerly known as eSense Learning Limited)

The name of subsidiary was changed to Navneet Futuretech Limited. The total income of FY 2021-22 was '' 1,061 Lakhs as against '' 1,046 Lakhs for FY 2020-21. The total comprehensive loss incurred for FY 2021-22 was '' 1,912 Lakhs as against total comprehensive loss of '' 1,419 Lakhs for FY 2020-21.

b) Indiannica Learning Private Limited

Indiannica Learning Private Limited achieved higher total income of '' 5,467 Lakhs for FY 2021-22 as against '' 3,116 Lakhs for FY 2020-21. The total comprehensive loss for FY 2021-22 stood reduced to '' 591 Lakhs as against total comprehensive loss of '' 2,571 Lakhs in FY 2020-21.

c) Navneet (HK) Limited

This subsidiary was incorporated in January, 2017. The Company holds 70% of its paid up equity share capital. This subsidiary''s total income was '' 523 Lakhs in FY 2021-22.

d) Navneet Tech Ventures Private Limited

Navneet Tech Ventures Private Limited (''NTVPL) was incorporated in March, 2021 to setup, own and operate Technology based and driven education in India. NTVPL became wholly owned subsidiary of the Company in June, 2021. NTVPL has incurred a loss of '' 45 Lakhs for the financial year ended 31st March, 2022.

e) Navneet Learning LLP

The Company holds 93% of voting rights and equivalent share in profit / loss in Navneet Learning LLP (''the LLP''). After considering administrative expenses, the LLP incurred a loss of '' 39,120 for the financial year ended 31st March, 2022.

f) Genext Students Private Limited

Genext Students Private Limited is engaged in the business of giving tutoring services to students

through web/ mobile. The total income for FY 2021-22 was '' 53 Lakhs as against '' 39 Lakhs for FY 2020-21. The total comprehensive deficit for FY 2021 -22 was '' 321 Lakhs as against '' 309 Lakhs for FY 2020-21.

g) Carveniche Technologies Private Limited

Carveniche Technologies Private Limited is an education technology company engaged in the business of AI based learning platform, interactive content and physical Math & logic boxes for children in the age group of 3-14 years. The total income generated for FY 2021-22 was '' 216 Lakhs as against '' 194 Lakhs for FY 2020-21. The total comprehensive loss of '' 220 Lakhs for FY 2021-22 as against the total comprehensive income of '' 17 Lakhs for FY 2020-21. The numbers for FY 2021-22 are unaudited and as certified by the management of this associate company.

h ) K12 Technologies Private Limited

The total income generated for FY 2021-22 was '' 16,568 Lakhs as against '' 10,915 Lakhs for FY 2020-21. The total comprehensive loss for FY 2021-22 was '' 3,257 Lakhs as against total comprehensive income of '' 311 Lakhs. The numbers for FY 2021-22 are unaudited and as certified by the management of this associate company.

(17) CONSOLIDATED FINANCIAL STATEMENT :

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accountig Standards, the Audited Consolidated Financial Statements for FY 2021-22, together with report of Statutory Auditors thereon, form part of this Annual Report.

(18) LISTING OF SECURITIES :

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID 508989 and symbol of NAVNETEDUL respectively. The outstanding Commercial Papers issued are listed on NSE under separate security ID for each tranche. The Company confirms that the annual listing fees to BSE and NSE for the financial year 2022-23 have been paid.

(19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given the note number 9 to the standalone financial statements of the Company.

(20) BOARD EVALUATION :

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration various aspects of Board''s function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The following were the Evaluation Criteria:

a) For Independent Directors: -

Knowledge and Skills - Professional Conduct -Duties, Role and Functions - Fulfillment of the Independence Criteria; and

b) For Executive Directors: -

Performance as Team Leader/Member - Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Set Key Goals and Achievements -Professional Conduct and Integrity - Sharing of Information with the Board.

The Board of Directors expressed its satisfaction with the evaluation process.

(21) REPORTING OF FRAUDS :

No instances of fraud were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(22) TRANSFER OF SHARES TO IEPF :

During the financial year under review the Company transferred 59,571 equity shares to Investor Education and Protection Fund Authority (IEPF) as required under Section 124 of the Companies Act, 2013 in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more. Details of the shares so transferred have been uploaded on the website of IEPF as well as the Company.

(23) WHISTLE BLOWER POLICY :

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

(24) ANNUAL RETURN :

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act,2013, the Annual Return (Form MGT -7) is available on the Company''s website at the link https:// navneet.com/pdfs/Annual_Return/Form_MGT_7.pdf

(25) SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act,2013 and read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Company engaged the services of CS Sunil M. Dedhia (COP No.2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2022. The Secretarial Audit Report in Form MR- 3 is attached as Annexure ''C'' forming part of this Report.

(26) SUBSIDIARIES AND ASSOCIATES :

During the year under review, Navneet Tech Ventures Private Limited became wholly owned subsidiary of the Company and Navneet Edutech LLP ceased to be a subsidiary. During the year under review, Genext Students Private Limited (''Genext'') became a subsidiary of Navneet Tech Ventures Private Limited (''NTVPL''), a wholly owned subsidiary of your Company, and as a result, Genext became a subsidiary Company (stepdown subsidiary) of your Company also. Further, during the year under review, Genext ceased to be a subsidiary of NTVPL and became a subsidiary of Navneet Futuretech Limited (earlier known as eSense Learning Limited) (''NFL!). Since NFL is also a wholly owned subsidiary of your Company, Genext will continue to remain a subsidiary of

your Company. During the year under review, Carveniche Technologies Private Limited (Carveniche) became an associate company of your Company through NTVPL. A statement containing salient features of the financial statement of subsidiaries and associates in the prescribed format AOC-1 is included in the report as Annexure ''D'' and forms part of this Report.

(27) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(28) REGISTRATION OF INDEPENDENT DIRECTORS ON DATABANK OF INDEPENDENT DIRECTORS'' :

As per the notification issued by the Ministry of Corporate Affairs namely Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in respect of compliances for Independent Directors which have come into effect from 1st December, 2019, all Independent Directors of the Company have registered themselves with the ''Databank for Independent Directors'' created and maintained by the Indian Institute of Corporate Affairs website.

(29) CORPORATE GOVERNANCE :

Pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report and marked as Annexure ''E''.

(30) TRANSFER TO GENERAL RESERVES :

The Company has not transferred any amount to General Reserves and retained the profits in Retained Earnings.

(31) STATUTORY AUDITOR :

At the 31st Annual General Meeting (AGM)held on 3rd August, 2017, the Members had approved the appointment of M/s N. A. Shah Associates LLP (Firm Registration No. 116560W/W100149), Chartered Accountants as Statutory Auditor of the Company to examine and audit the accounts of the Company for five consecutive financial years between 2017-18 and 2021-22. Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendations of the Audit Committee, it is proposed to reappoint M/s N. A. Shah Associates LLP as Statutory Auditor for a second term of five years commencing from the conclusion of 36th AGM till the conclusion of 41st AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company for the financial years between 2022-23 and 2026-27. M/s N. A. Shah Associates LLP have, pursuant to Section 139 of the Act, provided written consent and furnished a certificate regarding their eligibility for re-appointment.

A resolution seeking approval of the Members for re-appointment of M/s N. A. Shah Associates LLP as Statutory Auditor of the Company forms part of the Notice of 36th AGM of the Company.

(32) AUDITORS'' REPORT :

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(33) BUSINESS RESPONSIBILITY REPORT :

Business Responsibility Report is forming part of the Annual Report of the Company for the financial year 2021-22 and marked as Annexure ''F''.

(34) PARTICULARS OF EMPLOYEES :

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ''G'' to this report. However, as per the

provisions of Section 136(1) of the Companies Act, 2013, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

(35) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report forms part of this Report.

(36) CREDIT RATING :

During the year under review CRISIL has reassigned CRISIL A1 (pronounced CRISIL A one Plus) rating to the Commercial Paper programme of the Company. The instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA (pronounced CARE Double A Plus) rating to the Long /Short Term Bank facilities of the Company. The bank facilities covered with this rating are considered to have very strong degree of safety regarding timely payment.

(37) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

(38) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Company did not receive any complaint during financial year 2021-22.

(39) MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT :

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of report.

(40) SECRETARIAL STANDARDS :

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2)issued by the Institure of Company Secretaries of India.

(41) INSURANCE :

All the insurable interest of the Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.

(42) DEPOSITS :

During the year under review, the Company has not accepted any deposits from public within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2022.

(43) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company''s plants are designed to achieve high efficiency in the utilisation of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.


(B) TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATIONResearch & Development(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, the Company keeps abreast with the advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, the Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies None, the

Imported

Company has

(ii) Year of Import

not imported

(iii) Has the technology

been fully absorbed? '' any tec noogy

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s export turnover is '' 46,677 Lakhs Total Foreign Exchange earned and used :

(i) Foreign Exchange earned : '' 46,061 Lakhs

(ii) Foreign Exchange used : '' 2,068 Lakhs

(44) ACKNOWLEDGEMENT :

The Directors express their thanks to shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.


Mar 31, 2018

Dear Shareowners,

The Directors present their thirty-second Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2018.

(1) FINANCIAL RESULTS : (Rs. in Lakh)

Particulars

STANDALONE

CONSOLIDATED

2017-18

2016-17

2017-18

2016-17

Revenue From operations

1,13,224

1,08,941

1,20,400

1,17,223

Other Income

2,921

2,392

2,598

2,234

Total Revenue

1,16,145

1,11,333

1,22,998

1,19,457

Expenses

92,699

86,735

1,01,995

93,080

Profit before tax

23,445

24,598

21,003

26,377

Tax Expenses

8,124

8,434

8,253

8,269

Profit After Tax

15,322

16,163

12,750

18,108

Share of Profit / (Loss) of Associate

(14)

(1,047)

Other Comprehensive Income/ (expense) (net of tax)

(470)

(49)

(451)

(62)

Total Comprehensive Income for the year

14,852

16,115

12,285

16,999

(2) DIVIDEND :

Your Directors recommended a dividend of Rs.1.50 (75%) per share for the financial year 2017-18. The dividend so recommended, if declared, works out to about 43.60% (including dividend distribution tax) of Total Comprehensive Income as against your Company’s policy of distribution of a minimum of 28.36% of its net profit.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a total revenue (including other income) of Rs.116,145 Lakh as compared to Rs.111,331 Lakh in the financial year 2016-17.

(ii) Total Comprehensive Income before depreciation and income tax for the year under review stood at Rs.25,057 Lakh as against Rs.27,094 Lakh in the previous year.

(iii) After providing Rs.2,349 Lakh for depreciation, Rs.8,287 Lakh for income tax, Rs.174 Lakh deferred tax Income, Rs.11 Lakh as short provision of tax of earlier years and Deferred tax credit on Other Comprehensive Income of Rs.267 Lakh, Total Comprehensive Income for the year stood at Rs.14,851 Lakh as against Rs.16,115 Lakh achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division:

The content publishing business achieved a turnover of Rs.62,821 Lakh in the financial year 2017-18 as compared to Rs.59,433 Lakh in the previous financial year. There was a growth of about 5.7% over the last year.

Stationery Division:

Stationery segment improved by 3.08% over the previous year from Rs.48,600 Lakh to Rs.50,096 Lakh.

(5) DIRECTORS’ RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

- that in the preparation of annual financial statements for the year ended 31st March, 2018, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

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

- that the Directors had 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;

- that the Directors had prepared the annual accounts on a going concern basis;

- the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(6) DIRECTORS :

Shri Gnanesh D. Gala (DIN: 00093008), Shri Raju H Gala (DIN: 02096613) and Shri Nilesh S. Vikamsey (DIN:00031213) Directors of the Company, retire by rotation and, being eligible offer themselves for reappointment. Your Directors recommend their reappointments.

The five-year term of all the Executive Directors of the Company is expiring on 31st May, 2018. The Board of Directors on the recommendation of Nomination and Remuneration Committee propose to re-appoint them for further period of five years wef 1st June, 2018 and therefore resolutions in this regard form part of the notice convening 32nd AGM for your consideration and approval.

(7) RISK MANAGEMENT POLICY:

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, includes fluctuations in Foreign Exchange, Regulatory Risk, Competition from other players and High Input Costs. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(8) CORPORATE SOCIAL RESPONSIBILITY:

During FY 18, Navneet Group has played a leadership role in fields of healthcare, education, tribal welfare and other areas of public service.

Fight Against Childhood Obesity

In an effort to make a correction in childhood itself to help lead a healthy life throughout one’s lifetime, your Company and Rotary Club of Koregaon Park Charitable Trust have taken the initiative to create awareness amongst school children of the problems associated with obesity and additionally highlighting the mental trauma an obese child undergoes.

A short film was launched in the presence of Honorable Chief Minister of Maharashtra Shri Devendra Fadnavis in August 2017. Over 5,000 students and teachers had taken part in the screening of the film and interactive workshops on ways to mitigate childhood obesity.

Teacher Training

Your Company has taken up the mantle to support progressive educational policies introduced by the Government of Maharashtra. As part of this, The Company conceptualized and administered Training Workshops for teachers of Std. IX & X on activity-based, child-centred learning.

Your Company conducted workshops across Maharashtra and trained 5,000 teachers on activity-based and child-centred teaching.

Animal welfare

Your Company recognizes the right of existence of every animal on this planet. Last year, it supported scores of animal shelters which cater to thousands of animals during summers and times of drought.

Olympic Sports Support

Your Company has partnered with Olympic Gold Quest to groom a promising Table Tennis player, Diya Chitale. Diya won the Silver medal in a team event at the 2018 Czech Junior and Cadet Open Table Tennis Championship. Diya was also the sole Indian to be selected for the prestigious International Table Tennis Federation Rough Diamonds Training Program for Under 15 category held at the Slovenian National Table Tennis Training Centre.

CSR annual report is annexed as Annexure ‘A’ and forms an integral part of this Report.

(9) NOMINATION AND REMUNERATION POLICY:

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

(10) MEETINGS :

The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

(11) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has laid down policies, guidelines and procedures that form part of internal control systems, which provides for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. Your Company’s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and internal auditors’ reports are reviewed by the audit committee.

(12) STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS :

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.

(13) RELATED PARTY TRANSACTION:

The Board of Directors has adopted a policy on Related Party Transactions. All related party transactions entered into during the financial year were on arm’s length basis and in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions were entered into only with prior approval of the Audit Committee. A statement of all related party transaction is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. Your Company’s Policy on Related Party Transactions, as adopted by your Board is uploaded on the Company’s website. Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the notes to accounts accompanying to the financial statements. Since all related party transactions entered into by the Company were in the ordinary course of business and at arm’s length basis, Form AOC- 2 is not applicable to the Company.

(14) PERFORMANCE OF SUBSIDIARIES:

a) eSense Learning Private Limited

The subsidiary was incorporated on 24th April, 2008. The subsidiary is focussed on providing digital education through eLearning solutions to students in India. The revenue of your Company’s subsidiary eSense Learning Private Limited stood at Rs.1,748 Lakh for FY18 as compared to Rs.2,196 Lakh in the previous year. The loss of the company decreased by 23% to Rs.505 Lakh in FY18 as compared to the loss of Rs.669 Lakh in the previous year. The subsidiary company continues its focus on scaling up the quality of revenues with reducing share of hardware revenues and focusing on B2B model for sustainable growth.

b) Indiannica Learning Private Limited

Indiannica Learning Private Limited became wholly owned subsidiary with effect from 30th December, 2016. It was formerly known as Encyclopaedia Britannica (India) Private Limited. The Company focuses on enriching the learning experiences in CBSE/ ICSE curriculum. The revenue of the subsidiary stood at Rs.5,762 Lakh for FY 18 as compared to Rs.7,146 Lakh in the previous year. The Company posted a loss of Rs.1,939 Lakh in FY 18 as compared to a loss of Rs.1,528 Lakh in the previous year. The Losses have increased mainly on account of re-structuring the team which entailed bringing senior leadership team on the board in order to grow the business in the ensuing years.

c) Navneet (HK) Limited

This subsidiary was incorporated in January, 2017. Your Company holds 70% of its paid-up equity share capital. This subsidiary is expected to commence its business activity in FY18-19.

(15) CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in presenting Consolidated Financial Statement which forms part of the Annual Report.

(16) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 42 to the financial statements.

(17) BOARD EVALUATION:

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration various aspects of Board’s function, the composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the 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.

(18) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(2) of the Companies Act, 2013 and Rules framed thereunder.

(19) TRANSFER OF SHARES TO IEPF:

As required under Section 124 of the Companies Act, 2013 2,81,312 equity shares in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more, have been transferred by the Company to Investor Education and Protection Fund Authority (IEPF) during the financial year under review. Details of shares transferred have been uploaded on the website of IEPF as well as Company.

(20) WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy of the Company has been hosted on Company’s website.

(21) ANNUAL RETURN :

The details forming part of the extract of the Annual Return in the Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in the report as Annexure ‘B’ and forms part of this report.

(22) SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to undertake Secretarial Audit of the Company.

The Secretarial Audit Report is included as Annexure ‘C’ and forms an integral part of this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(23) SUBSIDIARY COMPANY:

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year. A statement containing salient features of the financial statements of the subsidiary company in the prescribed format AOC-1 is included in the report as Annexure ‘D’ and forms part of this Report.

(24) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has a familiarisation programme for independent directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(25) CORPORATE GOVERNANCE :

Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with Auditor’s Certificate annexed as Annexure ‘E’ on compliance with the Corporate Governance, forms part of this Report.

(26) TRANSFER TO GENERAL RESERVES :

The Company has not transferred any amount to General Reserves and retained the profits in Retained Earnings.

(27) AUDITORS :

Pursuant to provisions of Section 139 of the Companies Act, 2013 (the Act) read with the Companies (Audit and Auditors) Rules, 2014, M/s N. A. Shah Associates LLP (Firm Registration No. 116560W/W100149), Chartered Accountants were appointed as Statutory Auditors of the Company, to hold office from the conclusion of 31st Annual General Meeting (AGM) until the conclusion of 36th AGM, subject to ratification by shareholders at every subsequent AGM.

Amended provisions of Section 139 of the Act vide Companies (Amendment) Act, 2017 notified from 7th May, 2018 no longer requires ratification of appointment of Auditors by members at every subsequent Annual General Meeting (AGM). In view of this, the appointment of Auditors is not proposed for ratification at ensuing AGM.

M/s N. A. Shah Associates LLP, (Firm Registration No. 116560W/W100149), Chartered Accountants have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

(28) COMMENTS ON AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(29) PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘F’ to this report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

(30) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report form part of this Annual Report.

(31) CREDIT RATING:

During the year under review CRISIL has reassigned CRISIL A1 (pronounced CRISIL A one Plus) rating to the Commercial Paper programme of the Company. The instruments with this rating are considered to have a very strong degree of safety regarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA (pronounced CARE Double A Plus) rating to the Long /Short Term Bank facilities of the Company. The bank facilities covered with this rating are considered to have a very strong degree of safety regarding timely payment.

(32) MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report.

(33) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

(34) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The details of the number of complaints pending at the beginning of the financial year, received during the financial year and pending as on end of financial year is as under:

Particulars

Number of Complaints

Number of complaints pending as on the beginning of the financial year

Nil

Number of complaints received during the financial year

Nil

Number of complaints pending as on the end of the financial year

Nil

(35) DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

(36) BUSINESS RESPONSIBILITY REPORT (BRR):

Your Company appeared in the list of top 500 companies based on market capitalization criteria as on 31st March, 2017 and therefore required to prepare and attach Business Responsibility Report (BRR) to the Annual Report of the Company for the Financial Year 2017-18.

The BRR of the Company for the year ended 31st March, 2018, in line with Green initiative, is made available on the website of the Company www.navneet.com and forms part of the Annual Report. The BRR is kept at the Registered Office of the Company for its inspection. A copy of the BRR shall be made available to such of those shareholders who are desirous and interested, upon receipt of a written request from them.

(37) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company’s plant was designed to achieve high efficiency in the utilisation of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Research & Development

(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, your Company keeps abreast with the Advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, your Company has been able to achieve a higher production, accuracy and perfection in printing.

(38) ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank Company’s shareholders, bankers, financial institutions, customers, suppliers, Central and State Governments, other regulatory authorities and all the employees for their support and co-operation extended to the Company during the year under review.

For and on behalf of the Board of Directors

sd/-

Kamlesh S. Vikamsey

Place : Mumbai Chairman

Date : 10th May, 2018


Mar 31, 2017

Dear Shareowners,

The Directors present their thirty-first Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2017.

(1) FINANCIAL RESULTS :

(Rs. in Lakh)

Particulars

Current Year

Previous Year

A

Total Comprehensive Income before Interest, Depreciation & tax

27,444

22,609

B

Less: Finance Cost

347

348

C

Total Comprehensive Income before Depreciation & tax

27,097

22,261

D

Less: Depreciation

2,499

2,676

E

Total Comprehensive Income before Tax

24,598

19,585

F

Add/(Less) (i) Provision for Tax

8,700

6,875

G

(ii) Deferred tax charge / (credit)

(218)

35

H

(iii) (Excess) / Short Provision of Earlier Year wW.back/off

(47)

61

I

(iv) Deferred tax charge/(credit) on OCI

45

96

J

Total Comprehensive Income After Tax

16,115

12,626

(2) DIVIDEND :

Your Directors recommended dividend of Rs. 2.50 (125%) per share for the Financial Year 2016-17. The dividend so declared works out to about 43.61% (including dividend distribution tax) of Total Comprehensive Income as against your Company''s policy of distribution of minimum of 25% of its net profit. The Board of Directors has approved a Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which is available at the link : http://bit.ly/2spdDhO

(3) OPERATIONS :

(i) During the year under review, the Company achieved a total turnover of Rs. 1,11,453 lakh as compared to 95,298 lakh in Financial Year 2015-16.

(ii) Total Comprehensive Income before depreciation and income tax for the year under review stood at Rs. 27,097 lakh as against Rs. 22,261 lakh in the previous year.

(iii) After providing Rs. 2,499 lakh for depreciation, Rs. 8,700 lakh for income tax, (RS. 218 lakh) deferred tax Income, RS. 47 lakh as short provision of tax of earlier years written off and Deferred tax charge on Other Comprehensive Income of RS. 45 lakh, Total Comprehensive Income for the year stood at RS. 16,115 lakh as against RS. 12,626 lakh achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division

The content publishing business achieved a turnover of RS. 59,592 lakh in Financial Year 2016-17 as compared to RS. 51,604 lakh. There was growth about 15.4% over the last year. Similar growth in the business is envisaged in the ensuing Financial Year based on the syllabus changes.

Stationery Division

Stationery segment improved by 20.2% over the previous year from RS. 41,038 lakh to RS. 49,332 lakh. The growth can be attributed to Exports Business. The Stationery Exports grew at the rate of 33.4%. The Company envisages a good growth in the ensuing year as well.

(5) DIRECTORS’ RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

-that in the preparation of annual financial statements for the year ended 31st March, 2017, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

- that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

- that the Directors had 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;

- that the Directors had prepared the annual accounts on a going concern basis;

- the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(6) BUY BACK OF SHARES & SHARE CAPITAL :

During the year under review, the Company bought back 46,57,000 Equity Shares of face value of RS. 2/- each at a price of RS. 125/- per Equity Share (including premium of RS. 123/- per Equity Share) amounting to RS. 58,21,25,000/- (Rupees Fifty Eight Crore Twenty One Lakh Twenty Five Thousand Only) on a proportionate basis through the tender offer as prescribed under SEBI Buyback Regulations. The buyback of 46,57,000 Equity Shares of face value of RS. 2/- each was completed on 12th January, 2017. The number of Equity Shares post buy back stands reduced to 23,35,58,000 of RS. 2/- each and accordingly, the paid up Equity Share Capital also stands reduced to RS. 46,71,16,000/-.

(7) ACQUISITION :

Your Directors are pleased to inform you that during the year under review, your Company acquired Indiannica Learning Pvt. Ltd.(Formerly known as Encyclopaedia Britannica (India) Pvt. Ltd.) making it Company''s ‘Wholly Owned Subsidiary Company''. Indiannica Learning Pvt. Ltd. designs and develops text books (Print and Digital) for the CBSE and ICSE schools and is used by nearly 5 million students across India and Indian schools abroad. This acquisition will help expand your Company''s range of curricular offerings in the Indian school market, nationally. The acquisition will help enhance Company''s footprint and access to newer markets and also significantly augment its intellectual property.

(8) ACCOLADES :

During the year under review, DNV- GL Business Assurance, Chennai confirmed your Company by issuing Management System Certificate namely ISO 9001:2008, OHSAS 180001:2007 and ISO140001:2004. These certification confirms your Company with the Quality Management System standard, Occupational Health and Safety Management System standard and Environmental Management System standard respectively for design, development and manufacturing of stationery & printed educational books.

Your Company received the ‘National CSR Leadership Award'' on September 1, 2016 at Bangaluru from “World CSR Day” for its outstanding contribution in the field of CSR.

(9) DIRECTORS :

Shri Shailendra J. Gala (DIN: 00093040),Shri Atul J. Shethia,(DIN: 00094108) and Shri Kamlesh S. Vikamsey (DIN:00059620) Directors of the Company, retire by rotation and, being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointments.

(10) RISK MANAGEMENT POLICY :

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, includes fluctuations in Foreign Exchange, Regulatory Risk, Competition from other players and High Input Costs. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(11) CORPORATE SOCIAL RESPONSIBILITY :

Navneet Group has played a leadership role in fields of healthcare, disaster relief, affordable housing, education, tribal welfare and other areas of public service.

During FY 17, your Company initiated two flagship programs which are bridging essential gaps in the society:

Tribal Medical Service

Your Company has started the Tribal Medical Service, which provides free healthcare, in 5 villages of Khaniwade Panchayat in Maharashtra. 4,168 tribal villagers across 5 villages took benefit of the project in FY17.

Teacher Training

Your Company has taken up the mantle to support progressive educational policies introduced by the Government of Maharashtra. As part of this, the Company conceptualized and administered Training Workshops for teachers of Std. IX & X on activity-based, child-centred learning.

Your Company conducted 80 Krutipatrika workshops across Maharashtra and trained 3,500 teachers on activity-based and child-centred teaching.

Bihar Floods

Last year, the state of Bihar bore the brunt of floods. As with every natural calamity in the past, your Company was on the forefront to provide relief to flood affected families of Bihar. Your Company also established Flood Relief Camps in three villages of Balua, Ara and Laxminiya in Bihar and provided essential supplies of food and clothing to 500 flood affected families.

Other flagship programs

Navneet Chhas Kendra (Buttermilk distribution centre)

‘Navneet Chhas Kendra'' (Buttermilk distribution centre) in the village of Moti Rayan, Kutch, Gujarat has been serving more than 300 families for past several decades. This Chhas (buttermilk) is a major source of nutrition for the beneficiary families and has been instrumental in keeping Vitamin A deficiency and night blindness at bay.

Animal welfare

Your Company recognizes the right of existence of every animal on this planet. Last year,it supported scores of animal shelters which cater to thousands of animals during summers and times of drought.

Olympic Sports Support

Your Company has partnered with Olympic Gold Quest to groom a promising Table Tennis player, Diya Chitale. She is the upcoming star of Indian table tennis. In October 2016, Diya became the youngest ever Indian Table Tennis player to play the German Table Tennis League. She played for Langstadt Club, Germany in the 4th Division League (open age group). Diya won the Gold in singles and doubles - Under 15 - National Championship. She also won Gold in singles - 3rd under-15 national ranking tournament.

(12) NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration to Directors, Managerial Personnel and senior Management of the Company. The policy lays down the criteria for selection and appointment of Board members. The details of this policy form part of Corporate Governance Report.

(13) MEETINGS :

The details of the number of meetings of the Board held during the Financial Year 2016-17 forms part of the Corporate Governance Report.

(14) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has laid down policies, guidelines and procedures that form part of internal control systems, which provides for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures the safeguarding of assets and properties of the Company and protects against unauthorized use and disposal of the assets. Your Company''s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and internal auditors'' reports are reviewed by the audit committee.

(15) STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS :

All independent directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

(16) RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the Financial Year were on arm''s length basis and in the ordinary course of the business. There are no materially significant related party transaction made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are presented to the audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the audit committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. The related party transaction policy is uploaded on the Company''s website. The details of the related party transactions are provided in the accompanying financial statements. Since all related party transaction entered into by the Company were in the ordinary course of business and at arm''s length basis, Form AOC- 2 is not applicable to the Company.

(17) PERFORMANCE OF SUBSIDIARIES :

The revenue of your Company''s subsidiary eSense Learning Private Limited stood at RS. 2,213 lakh for FY17 as compared to RS. 1,962 lakh in the previous year showing plateauing growth of 12.8%. This subsidiary Company could manage to grow on account of the classroom model and is now poised that B2B model is the future of digital learning business growth. It incurred loss of RS. 669 lakh for FY 17 as against loss of RS. 471 lakh incurred in FY 16.

Similarly, the revenue of the subsidiary Indiannica Learning Private Limited (formerly Encyclopedia Britannica (India) Private Limited) was RS. 6,392 lakh and Profit Before tax of RS. 2,539 lakh only of Quarter 4 since it was acquired on 30th December,

2016. Hence, the consolidated results for the whole year of the company do not reflect the full year results of the subsidiary.

It may be noted that the Total Revenue for the full year stood at RS. 7,146 lakh and the loss before tax was RS. 1,458 lakh.

(18) CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report and Accounts.

(19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

(20) BOARD EVALUATION :

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015, a structured questionnaire was prepared after taking into consideration various aspects of Board''s function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the 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.

(21) WHISTLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy of the company has been hosted on Company''s website.

(22) ANNUAL RETURN :

The details forming part of the extract of the Annual Return in the Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in the report as Annexure ‘B'' and forms part of this report.

(23) SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act,2013 and rules made there under, the Company has appointed CS Sunil M. Dedhia (COP No.2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as Annexure ‘C'' and forms an integral part of this Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(24) SUBSIDIARY COMPANY:

During the year under review, your Company incorporated Navneet (HK) Ltd. on 24th January, 2017 in Hong Kong and holds 70% of its paid up equity share capital. Accordingly, Navneet (HK) Ltd. has become your Company''s subsidiary company. The incorporation of subsidiary would enable in sourcing and supplying of products to facilitate and support Company''s international business. However, no financial transactions were made in this subsidiary Company and hence its financials are not consolidated with financials of your Company.

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous Financial Year. A statement containing salient features of the financial statements of subsidiary company in the prescribed format AOC-1 is included in the report as Annexure ‘D'' and forms part of this Report.

(25) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has a familiarization programme for independent directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(26) PARTICULARS OF EMPLOYEES :

Disclosure pertaining to remuneration as per Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘E'' to this report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

(27) TRANSFER TO GENERAL RESERVE :

The Company has transferred RS. 93.14 lakh to Capital Redemption Reserve Account as required under the provisions of Section 69 of the Companies Act, 2013 in view of the buyback of Equity Shares made by the Company.

(28) AUDITORS :

Under Section 139 of the Companies Act, 2013 and rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. Accordingly, at the 28th Annual General Meeting (AGM) of the Company held on 29th September, 2014 M/s GBCA & Associates (Formerly known as Ghalla & Bhansali) Chartered Accountants (Firm Registration No.103142W), were appointed as Statutory Auditors of the Company for a period up to 3 (three) years to hold office from the conclusion of the 28th AGM until the conclusion of the 31st AGM of the Company. The Audit Committee of the Company has proposed and the Board of Directors of the Company has recommended to the members the appointment of M/s N.A. Shah Associates LLP (Firm Registration No. 116560W/W100149), Chartered Accountants as Statutory Auditors of the Company for a period of five years from the conclusion of 31st Annual General Meeting (AGM) until the conclusion of 36th AGM.

(29) COMMENTS ON AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(30) CORPORATE GOVERNANCE :

Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 along with Independent Auditor''s Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

(31) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015, Management Discussion and Analysis report forms part of this Annual Report.

(32) CREDIT RATING:

During the year under review CRISIL has reassigned CRISIL A1 (pronounced CRISIL A one Plus) rating to the short term debt programme (including Commercial Paper) of the Company. The instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA (pronounced CARE Double A Plus) rating to the Long /Short Term Bank facilities of the Company. The bank facilities covered with this rating are considered to have very strong degree of safety regarding timely payment.

(33) MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT :

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of report.

(34) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

(35) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PRHIBITION ND REDRESSAL) ACT, 2013 :

Particulars

Number of Complaints

Number of complaints pending as on the beginning of the Financial Year

Nil

Number of complaints filed during the Financial Year

Nil

Number of complaints pending as on the end of the Financial Year

Nil

(36) DEPOSITS :

Your Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

(37) BUSINESS RESPONSIBILITY REPORT (BRR) :

Your Company appeared in the list of top 500 companies based on market capitalization criteria as on 31st March, 2016 and therefore required to prepare and attach Business Responsibility Report (BRR) to the Annual Report of the Company for the Financial Year 2016-17. The BRR of the Company for the year ended 31st March, 2017, in line with Green initiative, is made available on the website of the Company www.navneet.com and forms part of the Annual Report. The BRR is kept at the Registered Office of the Company for its inspection. A copy of the BRR shall be made available to such of those shareholders who are desirous and interested, upon receipt of a written request from them.

(38) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company''s plant was designed to achieve high efficiency in the utilization of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.

(B) TECHNOLOGY ABSORPTION,ADOPTATION AND INNOVATION Research & Development

(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, your Company keeps abreast with the advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, your Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies Imported None, your Company has

(ii) Year of Import not imported any

(iii) Has the technology been fully absorbed? Technology

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s export turnover has been RS. 24,043 lakh.

Total Foreign Exchange earned and used :

(i) Foreign Exchange earned : RS. 24,144 lakh

(ii) Foreign Exchange used : RS. 2,644 lakh

(39) ACKNOWLEDGEMENT :

Your Directors express their gratitude to the shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued assistance and support extended to the Company. Your Directors also sincerely appreciate the commitment and dedications displayed by the employees at all levels thereby contributing to the growth and success of the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Kamlesh S. Vikamsey

Date : 26th May, 2017 Chairman


Mar 31, 2016

Dear Shareowners,

The Directors present their thirtieth Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2016

(1) FINANCIAL RESULTS : (Rs. in Lac)

Particulars Current Year Previous Year

Profit before Interest, Depreciation 22465 23584 and Tax

(b) Less : Interest 348 910

(c) Profit before Depreciation and Tax 22117 22674

(d) Less: Depreciation 2676 2819

(e) Profit Before Tax 19441 19855

(f) Less: (i) Provision for Tax 6875 6990

(ii) Provision for deferred Tax (276) (65)

(iii) (Excess)/Short Provision of Earlier Year W. 61 0 back/off

(g) Profit After Tax 12780 12930

Balance brought forward from last h) 37219 31890 year

(i) Profit Available for Appropriation 49999 44820

APPROPRIATIONS :

(a) Final Dividend 0 5241

(b) Interim Dividend 5241 0

Dividend on 6% Redeemable (c) 0 # Non-Cumulative Preference Shares

(d) Corporate Tax on Dividend 1067 1067

(e) General Reserve 1280 1293

(f) Balance Carried to Balance Sheet 42411 37219

49999 44820

# denotes less than Rs. 50,000/-

(2) DIVIDEND :

Your Directors declared interim dividend of Rs. 2.20 (110%) per share for the Financial Year 2015-16. The dividend so declared works out to about 49.35% (including dividend distribution tax) as against your Company''s policy of distribution of minimum of 25% of its net profit. In view of the payment of interim dividend, your Directors do not recommend final dividend for Financial Year ended 31st March, 2016.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a turnover of Rs. 93,112 Lac as compared to Rs. 95,937 Lac in Financial Year 2014-15.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 22,117 Lac as against Rs. 22,674 Lac in the previous year.

(iii) After providing Rs. 2,676 Lac for depreciation, Rs. 6,875 Lac for income tax, (Rs. 276 Lac) deferred tax Income and Rs. 61 Lac as short provision of tax of earlier years, profit after tax for the year stood at Rs. 12,780 Lac as against Rs. 12,929 Lac achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division :

Your Directors inform that the content publishing business achieved revenue of Rs. 51,595 Lac in financial year 2015-16 as compared to Rs. 53,190 Lac achieved in financial year 2014-15. The marginal drop of about 3% in the revenue of content business was on account of no government sales of curriculum and general books. Your Directors are expecting that with likely re-introduction of scholarship program by the Government, introduction of new titles in KG/Primary Books in the State of Maharashtra in English medium and change in syllabus in the State of Gujarat for Standard IX and XI, the revenue from content publishing division would increase in FY 17.

Stationery Division :

The Stationery business achieved turnover of Rs. 40,766 Lac in Financial Year 2015-16 against Rs. 42,240 Lac achieved in Financial Year 2014- 15. The marginal fall in the revenue from stationery division was mainly on account of draught across the country which invariably left with poor spending power with people in rural areas. However, in the next year it is expected that this will turnaround. Your Directors expect good growth in the Export Business as the Company has more relationships in US market and which will drive the Business.

(5) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 134(3)(c) of the Companies Act, 2013 your Directors hereby state :

- that in the preparation of annual financial statements for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

- that the Directors had 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;

- that the Directors have prepared the annual accounts on a going concern basis;

- the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(6) DIRECTORS :

Shri Bipin A. Gala and Shri Anil D. Gala, Directors of the Company, retire by rotation and, being eligible offer themselves for reappointment. Your Directors recommend Shri Bipin A. Gala and Shri Anil D. Gala for their re-appointment.

(7) RISK MANAGEMENT POLICY :

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, includes fluctuations in Foreign Exchange, Regulatory Risk, Competition from other players and High Input Costs. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(8) CORPORATE SOCIAL RESPONSIBILITY :

Navneet Group has a long history of philanthropy. We take our Social Responsibility seriously. Over the past decades, Navneet has been actively involved in building the social infrastructure of the country.

As in previous years, this year too, Navneet Education Ltd. (NEL) continued its stellar performance in fulfilling its Corporate Social Responsibility. Notable sectors in which Navneet has contributed and is during FY 2015-16 include :

PROMOTING HEALTHCARE

Cancer Prevention & Cure :

NEL is committed to eradication to Cancer. In 2015-16, NEL supported the setting up a one-of-its-kind hospital in Mandvi, Kutch, which provides much needed cancer treatment and hospice services to cancer patients of Kutch. Jankalyan Medical Society (JKMS) society''s highlights for 2015-16 include : OPD Patients: 408, Hospice patients: 9, Surgeries:

13, Biopsy : 46, Chemotherapy: 85, Camps:9, Patients covered in camps: 1200.

Shree Bidada Sarvodaya Trust :

Shree Bidada Sarvodaya Trust is a charitable non-profit organization. The organization is committed to render medical and surgical treatment to patients of all ages, caste & race. The trust is well known for the medical camp it organizes in the month of January in village Bidada, Kutch, India. Patients from over 1,200 villages were benefited from medial camp held at Shree Bidada Sarvodaya Trust Hospital in January 2016.

Support for heart patients :

NEL has partnered with the Lions Club of Bombay Kingcircle to provide relief to deserving patients who do not have adequate resources for undergoing a heart surgery. During the year, the NEL helped seventeen (17) patients to undertake major heart surgeries.

EDUCATION

Student assistance program through Para-teachers :

NEL has undertaken a project which works in schools of Kutch to improve the educational standards in primary section of schools.

As part of this project, Matru Vandana, an NGO based in Bidada, Kutch, has appointed para-teachers in 12 schools of Bidada & Mandavi talukas.

These teachers assist students of Std. 1 -5th in achieving learning outcomes for each academic year. As a result of this effort, 400 of 450 weak students were main streamed as per assessment done by the Government of Gujarat.

Matru Vandana has also installed educational software in 31 schools. This program is running successfully and is greatly appreciated by students, schools and elders of the villages.

Student Assistance :

NEL in partnership with 2 NGO''s supported over 10,000 students achieving great heights in their academics. Loans, scholarships and honors were awarded to students from Std. 11 to Graduate, Post Graduate levels.

AFFORDABLE HOUSING

Navneet Nagar is a landmark in Dombivali. NEL has supported building 1008 houses over last 4 years in this complex which are offered to deserving people from poor economic background at highly subsidized rates.

Navneet Nagar exhibits modern architecture, is surrounded by open green spaces and has ample play zones for children which makes growing up fun.

A Senior Citizen Home with a difference :

An alarming number of India''s 91 million senior citizens are suffering from loneliness, neglect, and depression.

Matru Vandana, Mother''s Nest provides peace to senior guardians and takes care of their needs in a gentle caring way. The entire complex is made disable friendly and enables senior citizens to have a productive retirement. Currently, 30 seniors have made Matru Vandana as their home

(9) NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation to remuneration to Directors, Managerial Personnel and senior Management of the Company. The policy lays down the criteria for selection and appointment of Board members. The details of this policy form part of Corporate Governance Report.

(10) MEETINGS :

The details of the number of meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

(11) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :

Your Company has laid down policies, guidelines and procedures that form part of internal control systems, which provides for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. Your Company''s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and internal auditors'' reports are reviewed by the audit committee.

(12) STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS :

All independent directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

(13) RELATED PARTY TRANSACTION :

All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of the business. There are no materially significant related party transaction made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are presented to the audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the audit committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. The related party transaction policy is uploaded on the Company''s website. The details of the related party transactions are provided in the accompanying financial statements. Since all related party transaction entered into by the company were in the ordinary course of business and at arm''s length basis, Form AOC-2 is not applicable to the Company.

(14) CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report and Accounts.

(15) PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS :

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

(16) BOARD EVALUATION :

Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Regulations) Requirements, 2015 a structured questionnaire was prepared after taking into consideration various aspects of Board''s function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the 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.

(17) WHISTLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy of the company has been hosted on Company''s website.

(18) ANNUAL RETURN :

The details forming part of the extract of the Annual Return in the Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in the report as Annexure ''B'' and forms part of this report.

(19) SECRETARIAL AUDIT :

The Board has appointed CS Sunil M. Dedhia & Co. Practising Company Secretary to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith marked as Annexure ''C'' and forms part of this report.

(20) SUBSIDIARY COMPANY :

The Company does not have any material subsidiary whose networth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year. A statement containing salient features of the financial statements of subsidiary company in the prescribed format AOC-1 is included in the report as Annexure ''D'' and forms part of this Report.

(21) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The company has a familiarisation programme for independent directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(22) AUDITORS :

In the 28th Annual General Meeting (AGM) of the Company held on 29th September, 2014 M/s GBCA & Associates (formerly M/s. Ghalla & Bhansali), Chartered Accountants (Firm Registration No. 103142W), had been appointed as Statutory Auditors of the Company for a period upto 3 (three) years to hold office from the conclusion of the 28th AGM until the conclusion of the 31st AGM of the Company. In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders of the Company in every AGM until the expiry of the period of the original appointment. Necessary resolution for ratification of their appointment has been included in the Notice convening the ensuing Annual General Meeting.

(23) COMMENTS ON AUDITORS'' REPORT :

There are no qualification, reservation or adverse remarks or disclaimer made by the statutory auditors in its report; and by company secretary in practice in his secretarial audit report.

(24) CORPORATE GOVERNANCE :

Your Company has complied with Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations) Requirements, 2015 of the Stock Exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations) Requirements, 2015 along with Auditor''s Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

(25) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations) Requirements, 2015, Management Discussion and Analysis report forms part of this Annual Report.

(26) CREDIT RATING :

During the year under review CRISIL has reassigned CRISIL A1 (pronounced CRISIL A one Plus) rating to the short term debt programme (including Commercial Paper) of the Company. The instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA (pronounced CARE Double A Plus) rating to the Long/Short Term Bank facilities of the Company. The bank facilities covered with this ratings are considered to have very strong degree of safety regarding timely payment.

(27) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of report.

(28) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

(29) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Particulars No. of Complaints

Number of complaints pending as on beginning of the financial year Nil

Number of complaints filed during the financial year Nil

Number of complaints pending as on the end of the financial year Nil

(30) DEPOSITS :

Your Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

(31) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company''s plant was designed to achieve high efficiency in the utilisation of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Research & Development

(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, your Company keeps abreast with the advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, your Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies Imported None, our Company

(ii) Year of Import has not imported

(iii) Has the technology been fully absorbed? any Technology

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s export turnover has been Rs. 17,290 Lac.

Total Foreign Exchange earned and used

(i) Foreign Exchange earned : Rs. 17,238 Lac

(ii) Foreign Exchange used : Rs. 2,040 Lac

(32) ACKNOWLEDGEMENT :

The Directors express their thanks to shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.



For and on behalf of the Board of Directors

sd/-

Place : Mumbai Kamlesh S. Vikamsey

Date : 21st May, 2016 Chairman


Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting their twenty-eighth Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

(1) FINANCIAL RESULTS : (Rs. in Lac)

Particulars Current Year Previous Year

(a) Profit before Interest, Depreciation and Tax 20570 19484

(b) Less : Interest 999 877

(c) Profit before Depreciation and Tax 19571 18607

(d) Less: Depreciation 2201 2000

(e) Profit Before Tax 17370 16607

(f) Less : (i) Provision for Tax 5944 5471 (ii) Provision for Deferred Tax 108 30

(g) Profit After Tax 11318 11106

(h) Balance brought forward from last year 27280 22302

(i) Profit available for Appropriation 38598 33408

APPROPRIATIONS :

(a) Final Dividend 4764 4288

(b) Dividend on 6% Redeemable Non Cumulative Preference Shares 2 #

(c) Corporate Tax on Dividend 810 729

(d) General Reserve 1132 1111

(e) Balance Carried to Balance Sheet 31890 27280

38598 33408

# denotes less than Rs. 50,000 / -.

(2) DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2 / - (100%) per share for the financial year 2013-14. The dividend, if declared, work out to about 49% (including dividend distribution tax) as against your Company''s policy of distribution of minimum of 25% of its net profit.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a turnover of Rs. 86131 Lac as compared to Rs. 79078 Lac in FY 13.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 19571 Lac as against Rs. 18607 Lac in the previous year.

(iii) After providing Rs. 2201 Lac for depreciation, Rs. 6052 Lac for income tax, deferred tax, profit after tax for the period stood at Rs. 11318 Lac as against Rs. 11106 Lac achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division:

During the year under review, on account of few standards syllabus change in the State of Maharashtra and Gujarat, the revenue of your Company''s content publishing division grew by 4%. Your Directors inform that the Company improved its operating margin in its content publishing division by 50 bps and increased the operating margins from 33% to 33.5% in FY14. Your Directors are optimistic that the revenue from this business would see double digit growth in anticipation of more standard syllabus change in FY15.

Stationery Division:

During FY14, the stationery division achieved revenue of Rs. 38115 Lac as against Rs. 32596 Lac achieved in FY13, thereby registering an increase of 17% on y-o-y basis. This double digit growth was achieved mainly as a result of good exports, particularly to US market. Your Directors foresee that the revenue from stationery division will continue to be more export driven. Currently, your Company mainly exports to the US, Central America, Africa. Your Directors expect double digit growth in revenue of stationery division in FY15.

(5) SUBSIDIARY COMPANIES :

The Ministry of Corporate Affairs (MCA), Government of India has vide its General Circular No. 2/11 dated 8th February, 2011 issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfilment of specified conditions. In view of this general exemption, the Board of Directors of the Company has given its consent for not attaching the Accounts and other documents of its subsidiary companies with the Annual Accounts of the Company, in relation to the financial year ended on 31st March, 2014. Further, a statement containing the relevant particulars prescribed under the general exemption for subsidiary companies is enclosed in this Annual Report. The Consolidated Accounts have been prepared in accordance with Accounting Standard (AS-21), on Consolidated Financial Statements notified under the Companies (Accounting Standard) Rules, 2006. The Audited Consolidated Accounts and Cash Flow Statement comprising of the Company and its subsidiary companies forms part of this Annual Report. The Company will make available the Annual Accounts of its subsidiary companies and related information to any Member of the Company who make a written request to the Company Secretary at the Registered Office of the Company.

(6) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956 we hereby state :

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

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

(d) that the Directors have prepared the annual accounts on a going concern basis.

(7) DIRECTORS :

During the year under review, Dr. R. Varadarajan resigned as a Director of the Company. The Board of Directors place on record its appreciation of the guidance given and contribution made by him during his tenure as a Director of the Company. Shri Kamlesh S. Vikamsey and Shri Nilesh S. Vikamsey, Directors of the Company, retire by rotation. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Dr. Vijay B. Joshi was appointed as an Additional Director of the Company with effect from 31st October, 2013 and hold office upto the date of the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of AGM.

(8) CORPORATE GOVERNANCE :

Your Company has complied with Clause 49 of the Listing Agreement entered with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, along with Auditor''s Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

(9) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Clause 49 of the Listing Agreement, Management Discussion and Analysis report forms part of this Annual Report.

(10) AWARDS :

During the year under review, your Company has been awarded ‘FMB Awards'' by S. P. Jain Institute of Management and Research, Mumbai in recognition of an outstanding achievement in Business that has required processes managing their Family Business.

(11) CHANGE OF NAME :

Consequent to the consent of members and subsequent approval from the Central Government, the name of your Company has been changed from "NAVNEET PUBLICATIONS (INDIA) LIMITED" to "NAVNEET EDUCATION LIMITED" effective from 27th August, 2013.

(12) NETWORTH AND BORROWING :

Net worth of the Company increased to Rs. 50021 Lac against Rs. 44285 Lac in the previous year. Your Company borrowed in foreign currency to fund its windmill power project of which Rs. 212 Lac is outstanding as at balance sheet date which is classified as long term debt. Apart from this, your Company utilises the credit facilities from the banks and other short term finances for its working capital requirements only.

(13) CORPORATE SOCIAL RESPONSIBILITY :

Your Company continues to use eco-friendly materials for most of its major products catering to environmental needs and also continues with its corporate social responsibility initiative and donates mainly in areas of medical aid, education and rehabilitation programmes. For the Financial Year 2014, your Company donated Rs. 511 Lac. The management will continue to fulfill its social responsibility on an ongoing basis towards society in whatever best possible manner.

(14) FIXED DEPOSITS :

Your Company has not accepted any fixed deposit during the year under review.

(15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure ‘A'' forming part of this Report.

(16) PARTICULARS OF EMPLOYEES :

The information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employee under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of the said statement may write to Company Secretary at the Registered Office of the Company.

(17) AUDITORS :

M/s. Ghalla & Bhansali, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is proposed to appoint M/s. Ghalla & Bhansali as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of thirty-first Annual General Meeting, subject to ratification by Members at every Annual General Meeting and eligibility of the firm.

(18) COST AUDITORS :

M/s. Ashish Bhavsar & Associates, Cost Accountants were appointed as Cost Auditors for the stationery division of the Company. The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended 31st March, 2014 will be filed within the prescribed period.

(19) ACKNOWLEDGEMENT:

The Directors express their sincere thanks to shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

For and on behalf of the Board of Directors sd/-

Place : Mumbai Kamlesh S. Vikamsey Date : 30th May, 2014 Chairman


Mar 31, 2013

Dear Shareowners,

The Directors have pleasure in presenting their twenty - seventh Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

(1) FINANCIAL RESULTS : (Rs. in Lac)

Particulars Current Year Previous Year

(a) Profit before Interest, Depreciation and Tax 19393 14596

(b) Less : Interest 786 534

(c) Profit before Depreciation and Tax 18607 14062

(d) Less: Depreciation 2000 1510

(e) Profit Before Tax 16607 12552

(f) Less: (i) Provision for Tax 5471 4076

(ii) Provision for Deferred Tax 30 124

(g) Profit After Tax before Extra- ordinary item 11106 8352

(h) Less: Extra-ordinary item Nil 326

(i) Profit After Tax 11106 8026

(j) Balance brought forward from 22302 19152 last year

(k) Profit available for Appropriation 33408 27178

APPROPRIATIONS :

(a) Interim Dividend - 1429

(b) Final Dividend 4288 1906

(c) Dividend on 6% Redeemable Non Cumulative Preference Shares # -

(d) Corporate Tax on Dividend 729 541

(e) General Reserve 1111 1000

(f) Balance Carried to Balance Sheet 27280 22302

33408 27178

#denotes less than Rs. 50,000/-

(2) DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1.80 (90%) per share for the financial year 2012-13. The dividend, if declared, work out to about 45% (including dividend distribution tax) as against your Company''s policy of distribution of minimum of 25% of its net profit.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a turnover of Rs. 79078 Lac as compared to Rs. 60965 Lac in FY 12.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 18607 Lac as against Rs. 14062 Lac in the previous year.

(iii) After providing Rs. 2000 Lac for depreciation, Rs. 5501 Lac for income tax, deferred tax, profit after tax for the year stood at Rs. 11106 Lac as against Rs. 8026 Lac achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Division

During the year under review, your Company achieved revenue of Rs. 45715 Lac from its publication business as against Rs. 35404 Lac in the previous year. This growth of 29% on y-o-y basis was achieved as a result of syllabus change cycle continuing in the states of Maharashtra and Gujarat. Your Directors are optimistic that the revenue from publication business would continue to see good growth for the next few years.

Your Directors are happy to inform that Company''s Subsidiary, namely eSense Learning Pvt. Ltd., has been able to spread its presence in more institutions and as on 31st March, 2013, its B2B product "TOP Class" was installed in 1,645 institutions in Maharashtra and Gujarat compared to 925 in FY 12, a jump of 78% y-o-y. eSense''s new B2C product "UTOP", a tablet for students, was soft launched and received a good response from parents and students. Your Company has intensified marketing of this product and expects better numbers this year going forward.

Stationery Division

Your Directors are pleased to inform that as a result of strong exports, particularly to the US market, stationery segment showed substantial growth during the current year. The revenue from stationery division increased from Rs. 24927 Lac in FY 12 to Rs. 32596 Lac, a growth of over 30%. Your Directors expect double digit growth in revenue of stationery division in FY 14.

(5) SUBSIDIARY COMPANIES :

The Ministry of Corporate Affairs (MCA), Government of India has vide its General Circular No. 2/11 dated 8th February, 2011, issued directions under Section 212(8) of the Companies Act,1956, granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfilment of specified conditions. In view of this general exemption, the Board of Directors of the Company has given its consent for not attaching the Accounts and other documents of its subsidiary companies with the Annual Accounts of the Company, in relation to the financial year ended on 31st March, 2013. Further, a statement containing the relevant particulars prescribed under the general exemption for subsidiary companies is enclosed in this Annual Report. The Consolidated Accounts have been prepared in accordance with Accounting Standard (AS-21), on Consolidated Financial Statements notified under the Companies (Accounting Standard) Rules, 2006. The Audited Consolidated Accounts and Cash Flow Statement comprising of the Company and its subsidiary companies forms part of this Annual Report. The Company will make available the Annual Accounts of its subsidiary companies and related information to any Member of the Company who make a written request to the Company Secretary at the Registered Office of the Company.

(6) DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act,1956, we hereby state :

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

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

(d) that the Directors have prepared the annual accounts on a going concern basis.

(7) DIRECTORS :

At Board meeting held on 30th May, for succession of Management, S/Shri Amarchand R. Gala, Dungarshi R. Gala, Harakhchand R. Gala, Shantilal R. Gala, Jitendra L. Gala and Jaisinh K. Sampat have relinquished the office as Directors of the Company with effect from 1st June, 2013.

The Board of Directors and entire ''Navneet Parivar'' salute the outgoing founder-Directors for their deep commitment and immense dedication in building the organization brick by brick, and in laying a strong foundation of ethics and innovation. Under their leadership, the Company has emerged as a market leader and a unique entity in India.

The Board also acknowledges their visionary and founding contribution in building a dynamic and committed team, which helped the Company to successfully steer ahead from humble beginnings, through all ups and downs, to achieve its present stature.

The Board would like to highlight that while pursuing growth objectives of the Company, the founder-Directors never lost sight of their social responsibility.

Undoubtedly, the outgoing Directors shall continue to provide honorary services to the Company wherever their experience is required.

The Board of Directors also acknowledge the impressive contribution of outgoing Chairman, Shri Shivji K. Vikamsey, whose focus and eye for details gave direction to the discussions.

Towards accomplishing the succession of Management, S/Shri Gnanesh D. Gala, Raju H. Gala, Bipin A. Gala, Anil D. Gala & Shailendra J. Gala are appointed Directors of the Company.

The Board of Directors feel energised with the appointment of Shri Kamlesh S. Vikamsey as Chairman. Shri Kamlesh S. Vikamsey has been a member of the Board since 1992. His elevation as Chairman of the Board is a logical sequence to his enormous contribution to the deliberations of the Board. The Board of Directors has appointed S/Shri Mohinder Pal Bansal, Nilesh S. Vikamsey and Atul J. Shethia as Directors of the Company.

The domain expertise and core competencies of the new Directors would provide the Board the bandwidth and thrust to consolidate the Company''s position and stimulate further growth.

The Board of Directors welcome the newly appointed Directors.

Dr. R. Varadarajan and Shri Tushar K. Jani, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment.

(8) SCHEME OF AMALGAMATION :

The Directors are pleased to inform that Hon''ble High Court of Bombay has vide its Order dated 8th February, 2013, approved the Scheme of Amalgamation between Lakheni Publications Private Limited and your Company and their respective shareholders (the Scheme). The said Order has been filed by the Company with the Office of Registrar of Companies on 12th March, 2013 thereby making the Scheme effective from that date.

(9) SHARE CAPITAL :

During the year under review, the existing Authorised Share Capital of the Company of Rs. 50 crore consisting of 25 crore equity shares of Rs. 2J- each was altered, reclassified and accordingly divided into 24,82,9,500 equity shares of Rs. 2/- each and 3,40,500 6% Redeemable Non Cumulative Preference Shares of Rs. 10/- each.

Your Directors inform that the Scheme became effective on 12th March, 2013 upon filing of the order with the Office of Registrar of Companies, Mumbai. In terms of the said Scheme, 9,65,00,484 equity shares of Rs. 21- each held by Lakheni Publications Private Limited (LPPL) in your Company stood cancelled and your Company has issued an equivalent number of equity shares to all classes of equity shareholders of LPPL in proportion to the number of equity shares held by them in LPPL. Also, 3,40,500 fully paid up 6% Redeemable Non Cumulative Preference Shares of Rs. 10/- each has been issued to the preference shareholders of LPPL in proportion to the number of preference shares held by them in LPPL.

(10) CORPORATE GOVERNANCE :

Your Company has complied with Clause 49 of the Listing Agreement entered with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, along with Auditor''s Certificate on compliance of Corporate Governance, forms part of this Annual Report.

(11) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Clause 49 of the Listing Agreement, Management Discussion and Analysis forms part of this Annual Report.

(12) NETWORTH AND BORROWING :

Net worth of the Company increased to Rs. 44285 Lac against Rs. 38080 Lac in the previous year. Your Company borrowed in foreign currency to fund its windmill power project of which Rs. 726 Lac is outstanding as at balance sheet date which is classified as long term debt. Apart from this, your Company utilises the credit facilities from the banks for its working capital requirements only.

(13) CORPORATE SOCIAL RESPONSIBILITY :

Your Company continues to use eco-friendly materials for most of its major products catering to environmental needs and also continues with its corporate social responsibility initiative and donates mainly in areas of medical aid, education and rehabilitation programmes. For the Financial Year 2013, your Company donated Rs. 531 Lac. The management will continue to fulfill its social responsibility towards society on an ongoing basis in whatever best possible manner.

(14) FIXED DEPOSITS :

Your Company has not accepted any fixed deposit during the year under review.

(15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

(16) PARTICULARS OF EMPLOYEES :

The information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employee under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of the said statement, may write to the Company Secretary at the Registered Office of the Company.

(17) AUDITORS :

M/s. Ghalla & Bhansali, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

(18) COST AUDITORS :

M/s. Ashish Bhavsar & Associates, Cost Accountants have been duly appointed as Cost Auditor for the stationery division of the Company. The Cost Audit Report is required to be filed within 180 days from the end of the financial year. The Cost Audit Report for the financial year ended 31st March, 2013 will be filed within the prescribed period.

(19) ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all shareholders, valued customers, suppliers, bankers, government and statutory authorities and stock exchange for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees.

For and on behalf of the Board of Directors

sd/-

Place : Mumbai Shivji K. Vikamsey

Date : 30th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Sixth Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

(1) FINANCIAL RESULTS: (Rs. In Lac)

Particulars Current Year Previous Year

(a) Profit before Interest, Depreciation and Tax 14596 13229

(b) Less : Interest 534 294

(c) Profit before Depreciation and Tax 14062 12935

(d) Less : Depreciation 1510 1144

(e) Profit Before Tax 12552 11791

(f) Less : (i) Provision for Tax 4076 3940

(ii) Provision for deferred Tax 124 100

(iii) (Add) / Less : Provision of Tax for earlier years - (4)

(g) Profit After Tax before Extra-ordinary item 8352 7755

(h) Less : Extra-ordinary item 326 -

(i) Profit After Tax 8026 7755

(j) Balance brought forward from last year 19152 16279

(k) Profit available for Appropriation 27178 24034

APPROPRIATIONS :

(a) Interim Dividend 1429 1429

(b) Final Dividend 1906 1906

(c) Corporate Tax on Dividend 541 547

(d) General Reserve 1000 1000

(e) Balance Carried to Balance Sheet 22302 19152

27178 24034

(2) DIVIDEND :

Your Directors are pleased to recommend a final dividend of Rs. 0.80 ps (40%) per share for the financial year ended 31st March,2012. The Company had declared and paid interim dividend of Rs. 0.60 ps (30%) per share during the year under review. The interim dividend so paid alongwith final dividend, if declared, work out to above 48% (including dividend distribution tax) as against your Company's policy of distribution of minimum of 25% of its net profit.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a turnover of Rs. 60965 Lac as compared to Rs. 53624 Lac in FY 11.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 14062 Lac as against Rs. 12935 Lac in the previous year.

(iii) After providing Rs. 1510 Lac for depreciation, Rs. 4200 Lac for income tax, deferred tax and Rs. 326 Lac for diminution in the value of investment in its subsidiary, profit after tax for the period stood at Rs. 8026 Lac as against Rs. 7755 Lac achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS : Content Division

During the year under review, your Company achieved revenue of Rs. 35404 Lac (Rs. 29904 Lac), thereby registering a growth of 18%. Your Directors are optimistic to achieve good double digit growth for the next few years also in publication segment. During the year under review, publication segment maintained its operating margin at 33% and is expected to maintain the similar operating margin growth in the current year as well.

Your Directors are pleased to inform that during the year under review, the acceptance of the products of one of the subsidiaries of your Company namely eSense Learning Pvt. Ltd. has not only been picked up amongst the schools but also the desire for the product is reflected amongst students and parents as well. Your Directors are pleased to further inform that as of March, 2012 the digital content have been installed in 925 Institutions covering around 4,500 classrooms. As this e-learning module is gaining acceptance from student and teacher community in the State of Maharashtra and Gujarat, your Company has accelerated its efforts on production and marketing. Your Directors are of the view that these efforts would enable your Company to accomplish decent numbers in the years to come.

Stationery Division

During the year under review, the revenues from stationery division grew at 7% on a y- o- y basis at Rs. 24927 Lac as against revenue of Rs. 23212 Lac in the previous year. This was mainly on account of severe competition from the new entrants in the domestic market. Your Directors are pleased to inform that during the current year, with strong export order in pipeline, your Company anticipates that this segment would show remarkable improvement in the revenue from export in FY13.

(5) SUBSIDIARY COMPANIES :

The Ministry of Corporate Affairs (MCA), Government of India has vide its General Circular No.2/11 dated 8th February, 2011 issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfilment of specified conditions. In view of this general exemption, the Board of Directors of the Company has given its consent for not attaching the Accounts and other documents of its subsidiary companies with the Annual Accounts of the Company, in relation to the financial year ended 31st March,2012. Further, a statement containing the relevant particulars prescribed under the general exemption for subsidiary companies is enclosed in this Annual Report. The Consolidated Accounts have been prepared in accordance with Accounting Standard (AS-21), on Consolidated Financial Statements notified under the Companies (Accounting Standards) Rules, 2006. The Audited Consolidated Accounts and Cash Flow Statement comprising of the Company and its subsidiary companies forms part of this Annual Report. The Company will make available the Annual Accounts of its subsidiary companies and related information to any Member of the Company who make a written request to the Company Secretary at the Registered Office of the Company.

(6) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, we hereby state :

(a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

(7) DIRECTORS :

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Shri Dungarshi R. Gala and Shri Jitendra L. Gala retire by rotation and being eligible, offer themselves for re-appointment. A brief profile of the Directors proposed to be re-appointed is given as part of Corporate Governance Report. During the year under review, Shri Vijay D. Rai and Shri Mohinder Pal Bansal resigned from Directorship of the Company. The Board of Directors has placed on record its appreciation of the invaluable contribution made by them during their tenure with the Company.

(8) SCHEME OF AMALGAMATION :

The Board of Directors has approved the Scheme of Amalgamation of Lakheni Publications Pvt. Ltd. with the Company and their respective Shareholders. The said scheme is subject to such consent, approval, sanction of the High Court of Judicature of Bombay and all other regulatory approvals as may be necessary for its implementation.

(9) CORPORATE GOVERNANCE :

Your Company has complied with Clause 49 of the Listing Agreement entered with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement alongwith the Auditor's Certificate on compliance with the Corporate Governance forms part of this Annual Report.

(10) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Clause 49 of the Listing Agreement, Management Discussion and Analysis report forms part of this Annual Report.

(11) NETWORTH AND BORROWING :

Net worth of your Company increased to Rs. 38080 Lac against Rs. 33942 Lac in the previous year. Your Company borrowed in foreign currency to fund its windmill power project of which Rs. 1324 Lac is outstanding as at balance sheet date which is classified as long term debt. Further, your Company utilises the credit facilities from the banks and other short term finances for its working capital requirements only.

(12) CRISIL RATING :

Your Company's short term debt programme continues to be rated by CRISIL as A1 (pronounced as A one Plus). This rating indicates very strong degree of safety with regard to timely payment of interest and principal on instrument.

(13) CORPORATE SOCIAL RESPONSIBILITY :

Your Company continues to use eco friendly material for most of its major products catering to environmental needs and also continues with its corporate social responsibility initiative and donates mainly in areas of medical aid, education and rehabilitation programmes. For the financial year 2012, your Company donated Rs. 233 Lac. The management will continue to fulfill its social responsibility on an ongoing basis towards society in whatever best possible manner.

(14) FIXED DEPOSITS :

Your Company has not accepted any fixed deposits during the year under review.

(15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information as required under Section 217 (1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure'A' forming part of this Report.

(16) PARTICULARS OF EMPLOYEES :

The information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of said statement may write to Company Secretary at the Registered Office of the Company.

(17) AUDITORS :

M/s.Ghalla & Bhansali, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

(18) COST AUDITORS :

M/s.Ashish S. Bhavsar & Co., Cost Accountants have been duly appointed as Cost Auditors for the stationery division of the Company for current financial year ending 31st March, 2013. The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Report for the financial year ended 31st March, 2012 will be filed within the prescribed period.

(19) INDUSTRIAL RELATIONS :

During the year under review, cordial and harmonious relationship continued between the management and employees at all levels.

(20) ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank all shareholders, valued customers, suppliers, bankers, government and statutory authorities and stock exchanges for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees.

For and on behalf of the Board of Directors

sd/-

Place : Mumbai Shivji K. Vikamsey

Date : 23rd August, 2012 Chairman


Mar 31, 2011

Dear Shareowners,

The Directors have pleasure in presenting their Twenty-Fifth Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

(1) FINANCIAL RESULTS:

(Rs. In Lac)

Particulars Current Year Previous Year

(a) Profit before Interest, Depreciation and Tax 13229 11615

(b) Less : Interest 294 187

(c) Profit before Depreciation and Tax 12935 11428

(d) Less : Depreciation 1144 1164

(e) Profit Before Tax 11791 10264

(f) Less : (i) Provision for Tax 3940 3554

(ii) Provision for deferred Tax 100 (48)

(iii) (Add) / Less : Provision of Tax for earlier years (4) (40)

(g) Profit After Tax 7755 6798

(h) Balance brought forward from last year 16279 13268

(i) Profit available for Appropriation 24034 20066

APPROPRIATIONS :

(a) Interim Dividend 1429 2382

(b) Final Dividend 1906 -

(c) Corporate Tax on Dividend 547 405

(d) General Reserve 1000 1000

(e) Balance Carried to Balance Sheet 19152 16279

24034 20066

(2) DIVIDEND :

Your Directors are pleased to recommend a final dividend of Rs. 0.80 ps (40%) per share for the Financial Year 2010-2011. The Company had declared and paid interim dividend of Rs. 0.60 ps (30%) per share during the year under review. The interim dividend so paid alongwith final dividend, if declared, work out to above 50% (including dividend distribution tax) as against your Company's policy of distribution of minimum of 25% of its net profit.

(3) OPERATIONS :

(i) Sales and Income from the operations of the Company increased from Rs. 52221 Lac to Rs. 54850 Lac.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 12935 Lac as against Rs. 11428 Lac in the previous year.

(iii) After providing Rs. 1144 Lac for depreciation and Rs. 4036 Lac for income tax, deferred tax and earlier year provisions, profit after tax stood at Rs. 7755 Lac as against Rs. 6798 Lac achieved in the previous year.

(4) PERFORMANCE OF DIVISIONS :

Content Division

During the year under review, the revenue from publications business was Rs. 29930 Lac as compared to previous year revenue of Rs. 27663 Lac, a growth of 8% on a y-o-y basis. However, with the syllabus change continuing in the State of Maharashtra and Gujarat from Financial Year 2011-12, your Company expects good growth for publications segment over the next few years.

Your Directors are pleased to inform you that due to the aggressive marketing drive adopted by the Subsidiary Company, considerable improvement is seen in the numbers of Company's e-learning business for FY12. Your Company has received encouraging response for its classroom oriented e-learning modules in Gujarat and Maharashtra. As this e-learning module is gaining acceptance from student and teacher community in both states, your Company has accelerated its efforts on production and marketing. During the Financial Year 2010-11, your Company could sell its classroom teaching module to 487 institutions and is confident of increasing this number substantially by the end of Financial Year 2011-12 as it has completed full range of primary & secondary state level curriculum in the State of Maharashtra and Gujarat.

Stationery Division

During the year under review, the revenues from stationery division grew at 2% on a y-o-y basis at Rs. 24407 Lac as compared to the previous year revenue of Rs. 24012 Lac. This was lower than Company's expectations mainly on account of lower exports. However, the restructuring initiatives taken by your Company for domestic markets have shown encouraging results in Financial Year 2010-11 resulting in double digit growth in domestic market. Your Directors are confident of having promising situation with steady improvement in margins in the Financial Year 2011-12. Exports look bleak as competition from other markets and currency fluctuations are the main bottlenecks to offer better prices to the customers.

Other Segments :

The revenue of Rs. 513 Lac from other segment mainly comprises of revenue generation from windmills.

(5) DEPOSITORY SYSTEM:

As the shareholders are aware, the Company's shares are compulsorily tradable in electronic form. The Company's 97.11% of the paid up capital representing 231339599 equity shares are in dematerilized form as on 15th July, 2011. In view of the numerous advantages offered by the depository system, Members still holding shares in physical mode are advised to avail of the facility of getting the physical shares dematerialised on either of the depositories.

(6) CORPORATE GOVERNANCE :

Your Company has complied with Clause 49 of the Listing Agreement entered with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement alongwith the Auditor's Certificate on compliance with the Corporate Governance forms part of this Annual Report.

(7) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Clause 49 of the Listing Agreement, Management Discussion and Analysis report forms part of this Annual Report.

(8) SUBSIDIARY COMPANIES :

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 attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of its subsidiary companies and related 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 at the head office of subsidiary companies. The Audited Consolidated Accounts and Cash Flow Statement comprising of the Company and its subsidiary companies forms part of this Report. The Consolidated Accounts have been prepared in accordance with Accounting Standards (AS-21), on Consolidated Financial Statements issued by Institute of Chartered Accountants of India.

(9) NETWORTH AND BORROWING :

Net worth of your Company increased to Rs. 33942 Lac against Rs.30061 Lac in the previous year. Your Company borrowed ECB of Rs.1685 Lac to fund its windmill power project of which Rs. 1158 Lac is outstanding as at balance sheet date which is classified as long term debt. Further, your Company utilises the credit facilities from the banks and other short term finances for its working capital requirements only.

(10) CRISIL RATING :

Your Company's short term debt programme continues to be rated by CRISIL as P1 (pronounced as P one Plus). This rating indicates very strong degree of safety with regard to timely payment of interest and principal on instrument.

(11) DIRECTORS :

Shri Mohinder Pal Bansal was appointed as Additional Director effective from 14th September, 2010. In terms of Section 260 of the Companies Act, 1956 he shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Director, liable to retire by rotation.

Shri Shivji K. Vikamsey, Shri Harakhchand R. Gala and Shri Kamlesh S. Vikamsey, Directors retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

(12) CORPORATE SOCIAL RESPONSIBILITY :

Your Company continues to use eco friendly material for most of its major products catering to environmental needs and also continues with its corporate social responsibility initiative and donates mainly in areas of medical aid, education and rehabilitation programmes. For the Financial Year 2011, your Company donated Rs. 274 Lac. The management will continue to fulfill its social responsibility on an ongoing basis towards society in whatever best possible manner.

(13) FIXED DEPOSITS :

Your Company has not accepted any fixed deposits during the year

(14) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information as required under Section 217 (1) (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is given in Annexure'A' forming part of this Report.

(15) PARTICULARS OF EMPLOYEES :

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all members of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Member interested in obtaining a copy of said statement may write to Company Secretary at the Registered Office of the Company.

(16) DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors hereby state :

(a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

(17) AUDITORS :

M/s.Ghalla & Bhansali, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

(18) GROUP :

Entities, apart from Promoters and Promoter Group companies, comprising the 'Group' are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 as amended upto date.

(19) INDUSTRIAL RELATIONS :

During the year under review, cordial and harmonious relationship continued between the management and employees at all levels.

(20) ACKNOWLEDGEMENT :

The Directors place on record their gratitude to the Central and State Government authorities, Bankers, Regulatory authorities and Stock Exchanges for their assistance and co-operation extended to the Company during the year. Further, the Directors place on record their sincere appreciation for the valuable contribution made by all the employees in the progress of the Company. The Directors also thank the shareholders for their confidence in the Company.

For and on behalf of the Board of Directors

sd/-

Place : Mumbai Shivji K. Vikamsey

Date : 28th July, 2011 Chairman

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