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Directors Report of Navneet Education Ltd.

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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