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Notes to Accounts of Navneet Education Ltd.

Mar 31, 2016

1. (a) Terms / Rights Attached to Equity Shares

The company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share and all rank pari passu.

(b) Terms / Rights Attached to Preference Shares

(i) Redemption - To be redeemed at par at the end of 18 months from the date of allotment.

(ii) Coupon Rate - 6% per annum non cumulative.

(iii) Call Option - The Company has an option to redeem the Preference Shares at any time after the end of 1 year from the date of allotment. If the Company exercises its call option, it will pay the amount of the face value of the Preference Shares along with dividend declared, if any, up to the date on which it exercise the call option. In case the Company exercises the call option, its liability to the Preference Shareholders shall stand extinguished from the date of dispatch of the cheques / pay order for the redemption amount, along with dividend, if any.

(iv) Each holder of 6% RNCPS is entitled to one vote per RNCPS only on resolution placed before the Company which directly affect the rights attached to RNCPS.

(v) I n the event of winding up of the company, before redemption of RNCPS, the holders of RNCPS will have priority over equity shareholders in the payment of dividend and repayment of capital.

2. Aggregate number and class of shares alloted as fully paid up pursuant to contract (S) without payment being received in Cash.

96,500,484 equity shares of Rs. 2 each were issued in February, 2013 to the erstwhile shareholders of Lakheni Publication Pvt. Ltd. pursuant to the scheme of amalgamation without payment being received in cash.

3. Contingent Liabilities

(a) For disputed Income-tax matters Rs. 7 Lac (Previous Year Rs. NIL)

(b) For disputed Sales tax matters Rs. 3841 Lac (Previous Year Rs. 2954 Lac) against which amount paid Rs. 169 Lac (Previous year Rs. 84 Lac)

(c) Against Bond

Duty liability amounting to Rs. 294 Lac (Rs. 326 Lac) for the purchase of excisable inputs without payment of duty under the bonds executed if the export obligation is not fulfilled.

(d) In respect of Bank Guarantee given for tender of Rs. 39 Lac (Previous Year Rs. 50 Lac).

(e) In respect of Bank Guarantee given for subsidiary Company of Rs. 1000 Lac (Previous Year Rs. 1000 Lac)

4. Foreign currency translation of Rs. 508 Lac (Previous Year debited Rs. 316 Lac) arising on account of the exchange difference is credited to the Statement of Profit & Loss.

5. Lease Transactions : Accounting Standard 19 As a Lessor in an Operating Lease

The existing operating lease agreements permit the lessee to cancel the arrangement before expiry of the normal tenure of the lease. As such, no disclosures are required to be made.

As a Lessee in an Operating Lease

(i) Cancellable Operating Leases

The Company has taken various commercial premises under cancelable operating leases. These are normally renewable on expiry.

(ii) Non-Cancellable Operating Leases

The Company has not taken any commercial premises under non - cancelable operating leases.

6. SEGMENT REPORTING

As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes of Consolidated Financial Statements.

7. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the company.

The areas for CSR activities are Reducing inequalities faced by socially and economically backward groups, Promoting Education & Preventive Health care. The funds were primarily allocated to a corpus and utilized on the activities which are specified in Schedule VII of the Companies Act, 2013.

8. Details of Loan given, Investments made and Guarantee given covered under section 186(4) of the Companies Act, 2013 - Loans given and investments made are shown in their respective heads.

Guarantee is given by the Company in respect of loan taken by its subsidiary eSense Learning Pvt. Ltd. for Rs. 1000 Lac (Previous Year Rs. 1000 Lac) as at 31st March, 2016.

9. Figures of Rs. 50,000 or less have been denoted by #

10. Previous Year Figures have been regrouped / rearranged wherever necessary.


Mar 31, 2015

1. Contingent Liabilities

(a) For disputed Income-tax matters Rs. NIL (Previous Year Rs.33 Lac)

(b) For disputed Sales tax matters Rs. 2954 Lac (Previous Year Rs.NIL) against which amount paid Rs.84 Lac

(c) Against Bond

Duty liability amounting to Rs. 326 Lac (Rs. 251 Lac) for the purchase of excisable inputs without payment of duty under the bonds executed if the export obligation is not fulfilled.

(d) In respect of Bank Guarantee given for tender of Rs. 50 Lac (Previous Year Rs. 50 Lac).

(e) In respect of Bank Guarantee given for subsidiary Company of Rs. 1000 Lac (Previous Year Rs. 1000 Lac)

2. Financial & Derivative instruments

(a) The Company has sold USD 29.54 Mn - equivalent Rs.18635 Lac (Previous Year USD 25.26 Mn- equivalent Rs. 15430 Lac) to cover export receivables, purchased USD NIL equivalent Rs. NIL (Previous Year USD 14 Mn equivalent Rs. 8653 Lac ) to cover loan repayment and purchased USD NIL equivalent Rs. NIL (Previous Year USD 1 Mn equivalent Rs. 319 Lac ) to cover Import Payment.

The company has entered into USD-JPY derivative option contracts hedging its exposure on ECB availed in JPY for wind power generation project. Option contracts worth of JPY NIL (Previous Year JPY 36 Mn) as on balance sheet date.

3. Foreign currency translation of Rs. 316 Lac (Previous Year debited Rs. 264 Lac) arising on account of the exchange difference is debited to the Statement of Profit & Loss.

4. Related party transactions

(I) List of related parties where control exists and related parties with whom transactions have taken place and relationships : (a) Party where control exists :

Grafalco Ediciones S.L.

Subsidiary Company 0% (P.Y. 95.58%) of whose equity share capital is held by the Company as at 31st March, 2015 eSense Learning Private Ltd.

Subsidiary Company 100% (P.Y. 99.81%) of whose equity share capital is held by the Company as at 31st March, 2015

Navneet Learning LLP

Subsidiary 95% (P.Y. 95%) of share of profit of the Company as at 31st March, 2015

5. Lease Transactions : Accounting Standard 19 As a Lessor in an Operating Lease

The existing operating lease agreements permit the lessee to cancel the arrangement before expiry of the normal tenure of the lease. As such, no disclosures are required to be made.

As a Lessee in an Operating Lease

(i) Cancellable Operating Leases

The Company has taken various commercial premises under cancellable operating leases. These are normally renewable on expiry.

(ii) Non-Cancellable Operating Leases

The Company has not taken any commercial premise under non-cancellable operating leases.

General description

1. Gratuity (defined benefit plan)

The Company makes annual contribution to the employee group gratuity scheme of the Life Insurance Corporation of India, funded defined benefits plan for qualified employees. The scheme provided for lumpsum payments to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

2. Accrual for leave encashment benefit is made on the basis of a year-end actuarial valuation in pursuance of the Company''s leave rules. The following table sets out for the status of gratuity / leave encashment plan

6. SEGMENT REPORTING

As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes of Consolidated Financial Statements.

7. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the company.

The areas for CSR activities are Reducing inequalities faced by socially and economically backward groups, Promoting Education & Preventive Health care. The funds were primarily allocated to a corpus and utilized on the activities which are specified in Schedule VII of the Companies Act, 2013.

8. Details of Loan given, Investments made and Guarantee given covered under section 186(4) of the Companies Act, 2013 - Loans given and investments made are shown in their respective heads.

Guarantee is given by the Company in respect of loan taken by its subsidiary eSense Learning Pvt. Ltd. for Rs.1000 Lac (Previous Year Rs.1000 Lac) as at 31st March, 2015.

9. Figures of Rs. 50,000 or less have been denoted by #

10. Previous Year Figures have been regrouped / rearranged wherever necessary.


Mar 31, 2014

SHARE CAPITAL

(a) Terms/Rights Attached to Equity Shares

The company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share and all rank pari passu.

(b) Terms / Rights Attached to Preference Shares

(i) Redemption - To be redeemed at par at the end of 18 months from the date of allotment.

(ii) Coupon Rate - 6% per annum non cumulative.

(iii) Call Option - The Company has an option to redeem the Preference Shares at any time after the end of 1 year from the date of allotment. If the Company exercises its call option, it will pay the amount of the face value of the Preference Shares along with dividend declared, if any, up to the date on which it exercise the call option. In case the Company exercises the call option, its liability to the Preference Shareholders shall stand extinguished from the date of dispatch of the cheques / pay order for the redemption amount, along with dividend, if any.

(iv) Each holder of 6% RNCPS is entitled to one vote per RNCPS only on resolution placed before the Company which directly affect the rights attached to RNCPS.

(v) In the event of winding up of the company, before redemption of RNCPS, the holders of RNCPS will have priority over equity shareholders in the payment of dividend and repayment of capital.

1.1 Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date

14,29,29,000 (14,29,29,000) Equity shares allotted as fully paid bonus shares in the last 5 years by capitalisation of Share Premium & General Reserve

1.2 Aggregate number and class of shares alloted as fully paid up pursuant to contract (S) without payment being received in Cash.

9,65,00,484 (9,65,00,484) Equity Share and 3,40,500 (3,40,500) Preference Shares were alloted in last 5 years pursuant to the scheme of Amalgamation without payment being received in Cash.

2. LONG TERM BORROWINGS

Nature of Security and Terms of Repayments for Secured Borrowings:

Nature of Security Terms of Repayments

Long term foreign currency loan Foreign Currency Loans from Bank are exclusively secured by carries interest @ Libor 0.5%. The Hypothecation of windmills. loan is repayable in 12 half yearly installments of 41980057 JPY starting from 17th Jan, 2009

The instalments due within 12 months from the date of Balance Sheet have been grouped under Other Current Liabilities (Note No. 8)

Contingent Liabilities

(a) For disputed Income-tax matters Rs. 33 Lac (Previous Year Rs. 410 Lac). However the Company has already made payments against such disputed liabilities.

(b) Against Bond

Duty liability amounting to Rs. 251 Lac (Previous Year Rs. 115 Lac) for the purchase of excisable inputs without payment of duty under the bonds executed if the export obligation is not fulfilled.

(c) In respect of Bank Guarantee given for tender of Rs. 50 Lac (Previous Year Rs. 50 Lac).

(d) In respect of Bank Guarantee given for subsidiary company of Rs. 10 Cr. (Previous Year Rs. Nil).

Lease Transactions : Accounting Standard 19

As a Lessor in an Operating Lease

The existing operating lease agreements permit the lessee to cancel the arrangement before expiry of the normal tenure of the lease. As such, no disclosures are required to be made.

As a Lessee in an Operating Lease

(i) Cancellable Operating Leases

The Company has taken various commercial premises under cancellable operating leases. These are normally renewable on expiry.

(ii) Non-Cancellable Operating Leases

The Company has taken various commercial premises under non - cancellable operating leases, the future lease payments in respect of which are:

Disclosure pursuant to Accounting Standard - 15 (Revised) ''Employee benefits'' -

(a) The actuarial valuations of the various employee benefits were carried out by using the Projected Unit Credit Method.

(b) The Company has recognised the following amounts towards defined contribution plans as an expense and included in the Statement of Profit and Loss.

General description

1. Gratuity (Defined benefit plan)

The Company makes annual contribution to the employee group gratuity scheme of the Life Insurance Corporation of India, funded defined benefits plan for qualified employees. The scheme provided for lumpsum payments to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

2. Accrual for leave encashment benefit is made on the basis of a year-end actuarial valuation in pursuance of the Company''s leave rules.

The following table sets out for the status of gratuity / leave encashment plan

SEGMENT REPORTING

As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes to Consolidated Financial Statements.

* The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively read with General Circular No. 08 /2014 dated 4th April 2014 has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.


Mar 31, 2013

1. Contingent Liabilities

(a) For disputed Income-tax matters Rs. 410 Lac (Previous Year Rs. 496 Lac) against which amount paid is Rs. 507 Lac (Previous Year Rs. 535 Lac)

(b) Against Bond

(i) Import Duty liability of Rs. NIL (Previous Year Rs. 381 Lac) for import of machinery against licences granted under EPCG scheme.

(ii) Duty liability amounting to Rs. 115 Lac (Previous Year Rs. 86 Lac) for the purchase of excisable inputs without payment of duty under the bonds executed if the export obligation is not fulfilled.

(c) In respect of Bank Guarantee given for tender of Rs. 50 Lac (Previous Year Rs. NIL).

2. Financial & Derivative instruments

(a) The Company has sold USD 17.38 Mn equivalent Rs. 9862 Lac and EUR NIL equivalent Rs. NIL (Previous Year USD 14.48 Mn equivalent Rs. 7234 Lac and Eur 0.11 Mn equivalent Rs. 78 Lac) to cover export receivables and purchased USD 12 Mn equivalent Rs. 6773 Lac (Previous Year USD NIL equivalent Rs. NIL) to cover loan repayment.

The Company has entered into USD-JPY derivative option contracts hedging its exposure on ECB availed in JPY for wind power generation project. Option contracts worth of JPY 109-Mn (Previous Year JPY 181-Mn) are open as on balance sheet date, maturing over a period of seven years ending on July 2014.

3. Foreign currency translation of Rs. 211 Lac (Previous Year debited Rs. 223 Lac) arising on account of the exchange difference on non integral foreign operations is credited to the Statement of Profit & Loss.

4. Related party transactions

(a) Party where control exists :

Grafalco Ediciones S.L Subsidiary Company 95.58% (P.Y. 95.58%) of whose equity share capital is held by the Company as at 31st March, 2013

eSense Learning Pvt. Ltd. Subsidiary Company 99.81% (P.Y. 90.69%) of whose equity share capital is held by the Company as at 31st March, 2013

Navneet Learning LLP Subsidiary 95% (P.Y. 95%) of share of profit of the Company as at 31st March, 2013

(b) Other Related Parties with whom transactions have taken place during the year :

(i) Enterprises owned or significantly Navneet Prakashan Kendra influenced by key management Vikas Prakashan personnel or their relatives Gala Publishers

Sandeep Agency Gala Comp

The Flagship Advertising Pvt. Ltd.

(ii) Key Management

1. Shri A.R. Gala Personnel & Relatives

2. Shri D.R. Gala

3. Shri H.R. Gala

4. Shri S.R. Gala

5. Shri J.L. Gala

6. Shri J.K. Sampat

7. Shri N.N. Shah

8. Shri B.A. Gala

9. Shri A.D. Gala

10. Shri G.D. Gala

11. Shri R.H. Gala

12. Shri D.C. Sampat

13. Shri S.J. Gala

14. Shri S.J. Gala

15. Shri K.H. Gala

16. Shri S.S. Gala

17. Shri K.B. Gala

5. Lease Transactions : Accounting Standard 19 As a Lessor in an Operating Lease

The existing operating lease agreements permit the lessee to cancel the arrangement before expiry of the normal tenure of the lease. As such, no disclosures are required to be made.

As a Lessee in an Operating Lease

(i) Cancellable Operating Leases

The Company has taken various commercial premises under cancellable operating leases. These are normally renewable on expiry.

(ii) Non-Cancellable Operating Leases

The Company has taken various commercial premises under non - cancellable operating leases, the future lease payments in respect of which are:

6. Disclosure pursuant to Accounting Standard - 15 (Revised) ''Employee benefits'' -

(a) The actuarial valuations of the various employee benefits were carried out by using the Projected Unit Credit Method.

(b) The Company has recognised the following amounts towards defined contribution plans as an expense and included in the Statement of Profit and Loss.

7. SEGMENT REPORTING

As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes to Consolidated Financial Statements.

8. The Hon''ble High Court of Bombay vide its Order (the Order) dated 8th February, 2013 has approved the Scheme of Amalgamation (the Scheme) between Lakheni Publications Pvt. Ltd. (LPPL / Amalgamating Company) and the Company and their respective shareholders. LPPL / Amalgamating Company was engaged in the business of printing and publication. The said Scheme has become effective on 12th March, 2013 upon filing of the order with the Registrar of Companies, Mumbai. In terms of the Scheme, 9,65,00,484 equity shares of Rs. 2 / - each held by LPPL in the Company stood cancelled and an equivalent number of shares have been issued to all classes of equity shareholders of LPPL. Further, 3,40,500 fully paid up 6% Redeemable Non Cumulative Preference Shares of Rs. 10 / - each of the Company are issued to Preference Shareholders of LPPL in terms of the Scheme. The accounts of the Company for the Financial Year 2012-13 have been prepared after giving effect to the aforesaid Scheme. Accordingly, the Company has accounted all the assets and liabilities of LPPL outstanding as on November 1, 2012 i.e. Appointed Date of the Scheme following purchase method at their respective book values and the difference, after adjusting the value of shares issued as a consideration, is credited to Capital Reserve Account.

9. Extra ordinary item consist of provision for diminution in the value of long term investments in subsidiary namely Grafalco Ediciones S.L. amounting to Rs. NIL (Previous Year Rs. 326 Lac)

10. Figures of Rs. 50000 or less have been denoted by #

11. Previous Year Figures have been regrouped / rearranged wherever necessary.


Mar 31, 2010

1 Estimated amount of Capital Contracts (net of advances) remaining to be executed and not provided for Rs. 353.97 Lacs (Previous Year Rs.598.50 Lacs)

2 Contingent Liabilities.

(a) For disputed Income-tax matters Rs.566.95Lacs (Previ- ous Year Rs.587.90 Lacs) against which amount paid is Rs.559.77 Lacs (Previous Year Rs.490.82 Lacs)

(b) Against Bond

(i) Rs.380.61 Lac (Previous Year Rs.380.61 lacs): For fulfilment of export obligation of US $ 26.70 Lac equivalent to Rs.1212.88 Lac, (Previous Year Rs.1368.52 lacs) for import of machinery against licence granted under EPCG scheme. The aforesaid export obligation is over and above fulfillment of yearly export obligation of average export turnover of last 3 years. The Company has to fulfill the said export obligation by 9th November, 2012. (ii) Rs.551 lac (Previous Year Rs.1294 lac): For purchase of excisable inputs without payment of duty under bond to manufacture goods meant for exports.The Company has already fulfilled obligation upto Rs. 527.43 lac (Previous Year Rs. 1243.01 lac) till the end of the year.

(c) We have sold USD 8.83 Mn equivalent Rs.41.79 cr. and EUR 0.44 Mn equivalent Rs.2.88 cr. (Previous Year USD 2.91 Mn equivalent Rs.14.81 cr. and Eur 0.40 Mn equivalent Rs. 2.41 cr.) to cover our export receivables.

(d) USD 0.20 Mn (Previous Year USD 1.40 Mn) worth of derivative contracts were open on balance sheet date for sale of USD, hedging Companys receivables in foreign currency.

The company has entered into USD-JPY derivative option contracts hedging its exposure on ECB availed in JPY for wind power generation project. Option contracts worth of JPY 379-MN (Previous Year JPY 462-Mn) are open as on balance sheet date, maturing over a period of seven years on Jul 2014. The company has resonable hedge against its ECB borrowing.

(e) In respect of bank guarantees given for other Comapanies of Euro 2-mn (Previous Year Ero 1-mn) equivalent to INR 1222-lac (Previous Year Rs. 584 Lac)

3. During the year, the Company has spent an amount of Rs.9.35 crores (Previous Year Rs.9.05 Crores) under the head Royalty, the said amount is for payment to various authors who are writing the books and also for obtaining of publishing rights for books being published and sold by the Company.

4. (a) Sundry Creditors as per Schedule H under Current Liabilities include Rs. 128.07 lacs (Previous Year Rs. 168.67 lacs) due to Small Scale

Industrial Undertakings.

(c) The above information has been complied in respect of parties to the extent to which they could be identified as Small Scale Industrial

Undertakings on the basis of information available with the Comany.

(d) In the absense of necessary information with the Company, relating to the registration status of suppliers under the Micro, Small and Medium Enterprises Development Act, 2006, the information required under the said act could not be compiled & Disclosed.

5. Foreign Currency Translation of Rs. 306.58 Lacs (Previous Year Rs. -379.26 Lacs) being the exchange difference is credited to the Profit & Loss account.

6. Related party transactions

(a) Party where control exists :

Grafalco Ediciones S.L. - Subsidiary Company 100% (P.Y. 100%) of whose equity share capital is held by the Company as at 31 st March, 2010.

Navneet E-Learning Pvt. Ltd. - Subsidiary Company 90.69% (P.Y 87.17%) of whose equity share capital is held by the Company as at 31st March, 2010

(b) Other related parties with whom transaction have taken place during the year.

(i) Enterprises owned or Navneet Prakashan Kendra

significantly influenced by key Vikas Prakashan management personnel or their Qa|a pub|jShers relatives Sandeep Agencies

Bigspace Realty Pvt. Ltd

The Flagship Advertising Pvt. Ltd.

(ii) Key Management Personnel & Relatives

1. ShriA.R. Gala

2. ShriD.R.Gala

3. Shri H.R. Gala

4. Shri S.R. Gala

5. Shri J.L Gala

6. Shri J.K. Sampat

7. Shri N.N. Shah

8. Shri B.A. Gala

9. Shri A.D. Gala

10. Shri G.D.Gala

11. Shri R.H. Gala

12. Shri D.C. Sampat

13. Shri S.J. Gala

14. Shri S.J. Gala

15. Shri K.H. Gala

16. Shri S.S. Gala

17. Shri K.B. Gala

7 Segment Reporting

The Companys operations relates to manufacturing of knowledge based information in educational and general books form and in paper and other stationery items. It caters to the educational need of Indian as well as Global market. Accordingly "Publication" and "Stationery" comprise of the primary segments.

Secondary segmental reporting is performed on the basis of the geographical location of customers.

The accounting principles and policies used in the preparation of the Financial Statements, as set out in the note on significant accounting policies, are also consistently applied to record revenue and expenditure, in individual segments.

8 Disclosure pursuant to Accounting Standard -15 (Revised) Employee benefits

(a) Effective 1 April 2007, the Company adopted Accounting Standard (AS) 15 (revised 2005) on "Employee Benefits" issued by ICAI. The actuarial valuations of the various employee benefits were carried out by using the Projected Unit Credit Method and, pursuant to the adoption of revised AS 15 the Company has written back an amount of Rs.NIL (Previous Year Rs. NIL) (net of deferred tax charge of Rs. NIL)to the opening balance of reserve and surplus.

9. Figures of Rs. 50,000 or less have been denoted by #

10. Previous Year Figures have been regrouped/rearranged wherever necessary.

 
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