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Directors Report of Walchand Peoplefirst Ltd.

Mar 31, 2015

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present herewith the 95th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31, 2015 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS :

Particulars For the Year ended For the Yearended 31st March, 2015 31st March, 2014 (Rs. in lakhs) (Rs. in lakhs)

Profit before interest, depreciation and taxation 210.87 139.05

Less: Interest 7.77 13.94

Less: Depreciation/Amortisation 41.06 40.83

Less: Provision for Taxation Current / earlier years 55.06 43.02

Less: Deferred Tax recognized (9.04) (3.80)

Net Profit 116.02 45.06

Add: Balance brought forward 462.71 417.65

Less: Effect of Depreciation due to change in new companies act 13.53 -

Amount available for appropriation 565.20 462.71

Proposed Final Dividend 29.04 -

Dividend Tax 5.91 -

Balance carried to Balance Sheet 530.25 462.71

During the year under review your Company has reported a total income of Rs. 1,911.30 lakhs out of which non-operating income amounts to Rs. 105.87 lakhs which has decreased by Rs. 19.95 lakhs i.e. by 16 % as compared to the previous year. Income from operations is Rs. 1,805.43 lakhs which got increased by Rs. 279.61 lakhs i.e. by 18% as compared to the previous year.

2. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Re 1/- per equity share.

3. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and Sub-Rule 3 (B) pertaining to Technology absorption are not applicable to the Company.

B. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

(A) Expenditure In Financial Year Financial Year Foreign Currency ended ended 31.03.2015 31.03.2014

Royalty Remitted 149.07 150.51

Others 6.91 11.19

(B) Earning In Foreign Currency

Professional Fees 15.60 58.96

Others 0.34 3.96

6. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2015.

7. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder

8. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for four times during the Year under review:

Date of Venue and Directors Directors to Meetings time of the present whom Leave meeting of absence was granted

28/04/2014 Construction 1.Ms.PallaviJha 1. Dr. Vijay N. House,5-Walchand 2.Mr.Sanjay Jha Gupchup HirachandMarg, 3.Mr.M.N.Bhagwat 2. Mr. Rajeev Dubey Ballard Estate, 4. Mr.V K.Verma Mumbai - 400 001 5.Dr.S.C.Jha Time:12:30P.M.

30/07/2014 Construction 1.Ms.Pallavi Jha 1.Dr.S.C.Jha House,5-Walchanc 2.Mr.Sanjay Jha Hirachand Marg, 3.Mr.M.N.Bhagwat Ballard Estate, 4.Mr.V.K.Verma Mumbai-400 001 5. Dr. Vijay N. Time:11:30A.M. Gupchup 6.Mr.Rajeev Dubey

31/10/2014 Construction 1.Ms.Pallavi Jha 1.Mr.Rajeev Dubey House,5-Walcham: 2.Mr.Sanjay Jha Hirachand Marg, 3.Mr.M.N. Bhagwat Ballard Estate, 4.Mr.V.K.Verma Mumbai-400 001 5. Dr. Vijay N. Time:12:30P.M. Gupchup 6.Dr.S.C.Jha.

29/01/2015 Construction 1.Ms.Pallavi Jha None House,5-Walcham: 2.Mr.Sanjay Jha Hirachand Marg, 3.Mr.M.N. Bhagwat Ballard Estate, 4.Mr.V.K.Verma Mumbai - 400 001 5.Dr.Vijay N. Time:05:00P.M. Gupchup 6.Mr.Rajeev Dubey

9. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Name of the Director Particulars Date of resignation

Dr. Satish Chandra Jha Cessation due 25/01/2015 to death

Name of the Key Particulars Date of managerial personnel Appointment

Ms. Shruthi Patni Taking on 31/10/2014 record the existing key managerial personnel (Chief Financial Officer)

10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

Pursuant to Section 149 (4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent Directors.

Your Company has following Independent Directors:

Name of the Date of Date of Independent Director appointment/ passing of Reappointment special resolution if any)

Mr. M.N.Bhagwat 30/07/2014 30/07/2014

Mr. V. K.Verma 30/07/2014 30/07/2014

Dr. Vijay N. Gupchup 30/07/2014 30/07/2014

Mr. Rajeev Dubey. 30/07/2014 30/07/2014

Dr S. C. Jha. * 30/07/2014 30/07/2014

* Dr. S.C. Jha expired on 25th January, 2015

With deep regret the Board informs you about the sad demise of Dr. S. C. Jha, Director of the Company. His contribution and guidance in the affairs of the Company is highly appreciated.

All the above Independent Directors meets the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of 'independence' as required under section 149(7) of the Companies Act, 2013.

11. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee: The existing "Nomination and Remuneration Committee' consists of three non-executive directors, all the directors being independent directors and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Chairman: Mr. V. K.Verma

Members: Mr. Rajeev Dubey, Mr. M.N.Bhagwat

Remuneration Policy

Introduction

The Company considers human resources as its invaluable assets. This policy on nomination and remuneration

of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonise the aspirations of human resources consistent with the goals of the Company.

Objective and purpose of the policy: n To formulate the criteria for determining qualifications competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees; n To formulate the criteria for evaluation of performance of all the Directors on the Board;

To devise a policy on Board diversity;

To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals and support the organization's business strategy, operating objectives and human capital needs. Constitution of Nomination and Remuneration Committee:

The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was change to "Nomination and Remuneration Committee" on 17th April, 2014.This is in line with the requirements of the Companies Act 2013. The Board has the authority to reconstitute the Committee from time to time.

Terms of Reference of the Nomination and Remuneration Committee:

The Nomination & Remuneration Committee is the subcommittee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time.

The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows: n To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuner -ation of the directors, key managerial personnel and other employees; To identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance; To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;

To review the ongoing appropriateness and relevance of the remuneration policy; To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes; n To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive Directors and other senior executives and the performance targets to be used;

To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the company's standard form contract for executive directors from time to time; n To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the directors, key managerial personnel and other employees.

Appointment of directors and Key Managerial Personnel:

The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment ofa new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation. Term of appointment of directors:

a) Managing director/Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.

b) Independent directors:

An Independent Director shall hold office for a term up to five conse -cutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecu -tive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

-At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder of under any other applicable Acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the directors and KMP after attaining the retirement age, for the benefit of the Company. Remuneration of Non-Executive Directors: The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014. Remuneration of Managing Director & CEO and Executive Director:

i. The remuneration/commission to the Managing Director and Executive Director will be determined by the Committee and recommended to the Board for approval.

ii. The remuneration and commission and increments to be paid to the Managing Director and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.

iii. At the time of appointment or re-appointment, the Managing Director & CEO and the Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act.

iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.

v. The remuneration of the Managing Director & CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/commission.

vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:

a. The relationship of remuneration and performance benchmarks is clear;

b. Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

c. Responsibility required to be shouldered by the Managing Director & CEO and Executive Director and the industry benchmarks and the current trends;

vii. The Company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs

Remuneration of Key Managerial Personnel and other employees:

i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:

a. The relationship of remuneration and performance benchmark is clear;

b. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

c. The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;

d. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.

Remuneration to Non- Executive / Independent Director:

The Non- Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholder Relationship Committee Meeting, for which no sitting fees shall be paid.

The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.

II. Audit Committee:

The existing 'Audit Committee' consists of four directors with independent directors forming a majority and the said constitution in line with provisions of Section 177 of the Companies Act, 2013. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under: Chairman: Mr. M.N.Bhagwat Members: Mr. Sanjay Jha, Mr. V.K. Verma and Dr. Vijay N. Gupchup

12. THE VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company.

13. QUALIFICATION GIVEN BY THE AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report.

14. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II

15. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of five (as the Performance Evaluation Policy).

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 29th January, 2015

(iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 29th January, 2015

(iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 29th January, 2015 after taking into account the views of the Executive/ Non-Executive Directors

(v) of the Board by itself

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

16. AUDITORS:

M/s. K. S. Aiyar & Co., Statutory Auditors of your Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting.

17. SECRETARIAL AUDITOR:

Your Company had appointed M/s. Pramod S. Shah and Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014 - 15.

M/s. Pramod S. Shah and Associates have issued their Audit report, the same is appended as Annexure III.

18. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2), Chapter XIII as provided under Section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. The further details with regard to payment of remuneration to Director and Key Managerial Personnel is provided in Form No. MGT 9- extract of annual return appended as Annexure I

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

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

(b) 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;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

Acknowledgement

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stake holders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board Pallavi Jha Chairperson & Managing Director

Place : Mumbai Date : 6th May, 2015


Mar 31, 2014

The Members of

WALCHAND PEOPLEFIRST LIMITED

The Directors are pleased to present herewith the 94th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31, 2014 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS:

(Rs. in Lacs) Financial Year Financial Year ended 31.03.2014 ended 31.03.2013

Profit before interest, depreciation and taxation 139.05 323.62

Less: Interest 13.94 21.15

Less: Depreciation/Amortisation 40.83 52.97

Less: Provision for Taxation -

Current / earlier years 43.02 64.85

Less: Deferred Tax recognized (3.80) 8.20

Net Profit 45.06 176.46

Add: Balance brought forward 417.65 275.17

Amount available for appropriation 462.71 451.63

Proposed Final Dividend - 29.04

Dividend Tax - 4.94

Balance carried to Balance Sheet 462.71 417.65



2. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2014.

3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:- a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)pertaining to Technology absorption are not applicable to the Company. b. Foreign exchange inflow and outflow – Rule 2(C):

(INR in Lacs) (a) EXPENDITURE IN

FOREIGN CURRENCY Financial Year Financial Year ended 31.03.2014 ended 31.03.2013

Royalty Remitted 150.51 147.34

Others 11.19 11.82

( b ) EARNING IN FOREIGN CURRENCY

Professional Fees 58.96 34.29

Others 3.96 1.25

4. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure and Developments:

The advanced estimates released by the Central Statistics

Office (CSO) reports that the growth in GDP during the Financial Year 2013-14 is estimated at 4.9 per cent as compared to the growth rate of 4.5 per cent in 2012-13 mainly on an improved performance in agriculture and allied sectors. Manufacturing however is expected to register a contraction of 0.2 percent during the year. According to advance estimates, the services including finance, insurance, real estate and business services is likely to grow 11.2 percent during FY14.

Inflation coupled with the high volatility of India rupee against the appreciating US dollar and a ballooning current account deficit brought anxiousness and disappointment during the year. This led to a tighter monetary policy thereby curbing investment. However, the Government and RBI took several measures during August, 2013 to curb the fall in value of Indian rupee and to manage the current account deficit.

Towards the end of the financial year 2014, there was a considerable reduction in the current account deficit, inflation had softened but is expected to remain sticky. The rupee has strengthened and stock markets are looking up reflecting an improving sentiment.

Opportunities & Challenges:

India''s Training sector is still evolving. For your company there are three segments to be addressed: 1) Corporate Training segment which is our key business, 2) Employability Training being addressed with the Walchand Dale Carnegie Finishing School which is a growing segment and 3) CSR segment which is making skills development a responsible activity for corporates – a new opportunity.

Corporate Training:

Skill deficit is a challenge that Indian companies across sectors are facing and will continue to face in the coming months. While the government''s emphasis is on developing basic vocational skills to make the potential workforce employable, the employability of graduates and professionally trained candidates is also under question. Besides that, Indian companies are facing a leadership crisis at the middle management level. As a consequence of these trends, training and development budgets are expected to be robust across all industries in the coming months.

In the organized corporate sector, demand from companies will likely rise in the following areas:

Mid-management leadership development: The middle management crisis has been noticed across the industry and companies will invest a sizeable amount of effort in training the middle management. People development skills, ability to provide feedback, performance appraisal, communication, strategic thinking and the ability to think beyond functional to organizational thinking will be the core areas of focus for companies.

Trainer development: Companies will also focus greatly on "train the trainer" programs as newer skilling methods and modes get introduced into the market. ROI: Return on investment on Training spends has been cited as one of the top metrics that business leaders will be tracking against each individual learning initiatives. Whatever mode of delivery an organization chooses; programs will be designed keeping measurable outcomes in mind.

Coaching-style delivery: Across the globe, instructor-led training is still the most popular because of greater chance of interactivity. While a small percentage of companies are experimenting with effective digital training methods, instructor-led training will still continue to rule the market. Within instructor-led training, companies are focusing more on coaching style delivery of content so that engagement with individual modes are higher and sessions are more effective.

Focus on High Potential development: Succession planning and developing a leadership pipeline is critical for business continuity management. More and more Indian companies are recognizing the need for identification and development of high potential employees. Also the war for talent is intensifying and high potential development programs are a great tool for retaining talent. We expect to see a growing number of private as well as public sector organizations investing in high potential training and development.

Employee Engagement: It is now a well-researched fact that highly engaged employees are more productive and have a positive impact on market capitalization of companies. Dale Carnegie research also shows that employee engagement is influenced by relationship drivers at various levels of leadership and organization. Companies are actively seeking effective ways to enhance employee effectiveness, specially through programmatic initiatives that enhance communication skills, interpersonal skills and boss-subordinate relationships.

Employability Training:

The Government and partner agencies deployed for executing the skill development agenda have identified sectors with the potential to create high employment in the near future. Addressing gaps in the skill development framework in these sectors, coupled with the provision of effective employment, will be particularly useful to ensure consistent development of the economy.

The industry has now stepped up its role and is on its way to take charge of the country''s skill development. With the implementation of the National Skills Policy 2009, Sector Skills Councils have begun to appear on the skills landscape. These autonomous bodies are set up by the industry to cater to their own requirement. The industry has the potential to play a significant role in various aspects of the country''s skill development mission including setting up skill development institutes, assisting in capacity expansion, setting quality standards and supply of trainers.

The industry could provide quality trainers and support the "train-the–trainer" programs. It could look at creating a database of all of the industry experts who are willing to train students or trainers for a short duration. This could be of great help to training providers and the state governments.

Another opportunity for improving the supply of trainers is to create a new pool. Training of trainers is a key component of the skill development framework. The gross requirement of instructors in India is approximately 79,000. Furthermore, the annual incremental requirement of instructors is approximately 20,000, whereas, the current annual capacity of training trainers is only 2,000. The Government and private sector need to collaborate to close the remaining gap, else the mismatch between demand and supply of trainers could become a serious bottleneck in the implementation of skill development projects. Your company intends to provide ''Train the Trainer'' services to address this gap in the context of developing the trainer training skills and providing soft skills curriculum of global quality.

CSR: Making Skills a Responsible Activity Several prominent industry houses have started contributing to the skilling movement, albeit in a small degree and primarily through CSR actions. While CSR activities that contribute to skills development are certainly helpful, they are not sufficient to cater to India''s skill challenge. The industry should not relegate skill development as a mere CSR activity, but embrace it as a company strategy. Skill development initiatives provide a perfect vehicle for corporates to fulfill the new Companies'' Bill mandate on CSR. This has opened up new possibilities for your Company and the management is exploring strategies to leverage this opportunity.

Outlook, Risks & Control:

India''s economic growth is likely to accelerate to 6.5 percent in 2014-15 from the projected growth of less than five percent in the current fiscal ending March, according to CRISIL The business outlook for your Company is cautiously optimistic. It is expected that since it is election year the first quarter of the year will be ambivalent. However, in the event of a stable government being elected and a normal monsoon, the macro-economic environment is expected to improve thereby enhancing industry investment. In such a scenario a stable growth in business maybe expected.

Cautionary Statement:

Your Company endeavours to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Company''s objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.

Internal Control Systems and their Adequacy Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.

Financial Performance

Total income achieved during the year under review is INR 1651.65 lakhs as against INR 1839.29 lakhs in the previous year. Income from operations of the Company has been INR 1525.82 lakhs against INR 1719.24 lakhs in the previous year, showing a decrease of 11.25%. The decrease is largely on account of the sluggishness in certain industry sectors that has adversely affected our clients leading to reduction and/or delay in investments towards training during the year. After providing for taxation of INR 43.02 lakhs and by creating deferred tax asset of INR 3.80 lakhs, the net profit of the Company is INR 45.06 lakhs as against the profit after tax of INR 176.47 lakhs in the previous year. There has been an increase in expenses on account of one time loss in sale of investments of INR 14.69 lakhs and write off of certain fixed assets valued at INR 33.21 lakhs. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 295.53 lakhs as compared to INR 489.21 lakhs in the previous year, and hence has decreased by 40% compared to the previous year, largely on account of decrease in revenues.

Human Resources:

While growth and success are the prime motto of your Company, at the same time it also realizes the importance of its intellectual capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefit plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.

5. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60, 00,000/- per annum or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 5,00,000/-per month. The disclosure under the said Section is not given as there are no such employees.

6. INVESTMENTS:

During the Financial Year under report, the outstanding position in the investment of shares and debentures of various companies were to the tune of Rs. 2.14 lacs as compared to the last Financial Year''s investment of Rs. 69.05 lacs. The market value of the quoted investments was Rs. Nil (previous year Rs. 7.00 lacs).

7. FIXED DEPOSIT:

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act, 1956 and rules framed thereunder during the Financial Year ended March 31, 2014. Accordingly, as at March 31, 2014, there is no outstanding liability to fixed depositors.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section

217(2AA) of the Companies Act, 1956:

i) that in the preparation of the Annual Accounts for the financial yearended March 31, 2014, the applicable accounting standards have been followed along with proper explanationrelating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of thefinancial year ended March 31, 2014 and of the Profit of theCompany for the said year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act,1956, for safeguarding theassets of the Company and for preventing and detecting fraud an other irregularities;

iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2014 on a going concern basis.

9. DIRECTORS:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Sanjay Jha will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re–appointment.

10. STATUTORY AUDITORS:

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co., Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under section 139 of the Companies Act, 2013.

11. COMPLIANCE CERTIFICATE:

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s. Pramod S. Shah & Associates – Practising Company Secretaries is annexed as a part of the Directors'' Report.

12. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance together with the Certificate from M/s. Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Annual Report.

13. NOMINATION AND REMUNERATION COMMITTEE –COMPANIES ACT 2013

Pursuant to Section 178 of Companies Act, 2013 the Board of Directors of the Company has consented the change in nomenclature of existing Remuneration Committee to ''Nomination and Remuneration Committee'' as provided under Companies Act, 2013 and has also approved the revised terms of reference of the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).

As per the said terms of reference approved by the Board the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy , relating to the remuneration for the Director , KMP and other employees. The Company''s policy on Directors appointment and remuneration and other specifications as mentioned above will be disclosed in the Boards'' Report as provided under Section 134 (3) (e) once the same is formulated by the Committee.

14. COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

15. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

PALLAVI JHA CHAIRPERSON & MANAGING DIRECTOR

Date: 28th April, 2014 Place: Mumbai

Registered Office:

1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001.


Mar 31, 2013

The Members of WALCHAND PEOPLEFIRST LIMITED

The Directors are pleased to present herewith the 93rd Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2013 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Financial Year Financial Year ended 31.033013 ended 31.03.2012

Profit before interest, depreciation and taxation 323.62 391.84

Less: Interest 21.15 27.59

Less: Depreciation/Amortisation 52.97 74.70

Less: Provision for Taxation - Current / earlier years 64.84 98.10

Less: Deferred Tax recognized 8.20 (34.85)

Net Profit 176.46 226.30

Add: Balance brought forward 275.17 82.62

Amount available for appropriation 451.63 308.92

Proposed Final Dividend 29.04 29.04

Dividend Tax 4.94 4.71

Balance carried to Balance Sheet 417.65 275.17

2. DIVIDEND:

The Board of Directors recommends 10% final dividend for the FinancialYear ended March 31, 2013.

3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(l)(e) of the Companies Act, 1956):

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)pertaining to Technology absorption are not applicable to the Company.

b. Foreign exchange inflow and outflow - Rule 2(C):

(INR in Lacs) (a) EXPENDITURE IN I FOREIGN CURRENCY Financial Year Financial Year ended 31. (2013 ended 31.03.2012

Royalty Remitted 147.34 126.96

Others 11.82 13.71

(b) EARNiraiNFOREKN CURRENCY

Professional Fees 34.29 16.98

Others 1.25 2.47

4. PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31,2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 5,00,000/-per month. The disclosure under the said Section is not given as there are no such employees.

6. INVESTMENTS:

During the Financial Year under report, the outstanding position in the investment of shares and debentures of various companies were to the tune of Rs. 69.04 lacs as compared to the last Financial Year''s investment of Rs. 111. 16 lacs. The market value of the quoted investments was Rs. 7.00 lacs (previous year Rs. 13.51 lacs).

7. FIXED DEPOSIT:

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act, 1956 and rules framed thereunder during the Financial Year ended March 31, 2013. Accordingly, as at March 31, 2013, there is no outstanding liability to fixed depositors.

8. DntECTORS''RESPONSTRnTTY STATEMENT.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the Annual Accounts for the financial yearended March 31, 2013, the applicable accountingstandards have been followed along with proper explanationrelating to material departures, if any;

ii) that the Directors have 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 fairview of the state of affairs of the Company at the end of the financial year ended March 31, 2013 and of the Profit of theCompany for the said year;

iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Companies Act,1956, for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the year ended March 31,2013 on a going concern basis.

9. DIRECTORS:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Madhukar Bhagwat and Dr. Satish Jha will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

10. STATUTORY AUDITORS:

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co., Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under section 224(1B) of the Companies Act, 1956.

11. COMPLIANCE CERTD7ICATE:

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance

Certificate obtained from M/s. Pramod S. Shah & Associates - Practicing Company Secretaries is annexed as a part of the Directors'' Report.

12. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance together with the Certificate from M/s. Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Annual Report.

13. COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

14. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

PALLAVIJHA CHAIRPERSON & MANAGING DIRECTOR

Date: May 13,2013

Place: Mumbai

Registered Office:

1, Construction House,

5, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001


Mar 31, 2012

To The Members of WALCHAND PEOPLEFIRST LIMITED

The Directors present herewith the 92nd Annual Report together with the Audited Statement of Accounts and Auditors' Report thereon for the Financial Year ended March 31, 2012.

1. FINANCIAL RESULTS (Rs. in Lacs) Financial Year Financial Year ended 31.03.2012 ended 31.03.2011

Profit before interest, depreciation and taxation 391.84 170.76

Less: Interest 27.59 40.10

Less: Depreciation/Amortisation 74.70 51.41

Less: Provision for Taxation -

Current / earlier years 98.10 0.00

Less: Deferred Tax recognized (34.85) (3.37)

Net Profit 226.30 82.62

Add: Balance brought forward 82.62 0.00

Amount available for appropriation 308.92 82.62

Proposed Dividend 29.04 0.00

Dividend Tax 4.71 0.00

Balance carried to Balance Sheet 275.17 82.62

Total 275.17 82.62

2. DIVIDEND

The Board of Directors declares 10% dividend for the Financial Year ended March 31, 2012.

3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956)

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)pertaining to Technology absorption are not applicable to the Company.

b. Foreign exchange inflow and outflow - Rule 2(C):

(Rs. in Lacs) (a) EXPENDITURE IN FOREIGN CURRENCY Financial Year Financial Year ended 31.03.2012 ended 31.03.2011

Royalty Remitted 126.96 120.83

Others 13.71 6.66

(b) EARNING IN FOREIGN CURRENCY

Professional Fees 16.98 NIL

Others 2.47 NIL

4. MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure and Analysis

Despite severe pressures, including inflation, Euro-zone crisis, a slow US recovery, depreciating rupee and lack of political consensus on reforms, India still looks in good economic health. While there are concerns over implementation of several initiatives, we still remain the second fastest growing economy in the world after China and should be back to higher GDP growth rate of 7.5-8% in the coming year. The impact on the education and training industry continues to be equally strong as a result of that expansion.

With an expected growth rate of 10 to 15 per cent over the next decade, the Indian education and training market has witnessed a series of developments and changes in the last few years, which has resulted in a significant increase in the market size of the education industry compared to previous years. With a combined market size of US$ 50 billion per annum with more than 450 million students, and investment requirement of approximately US$ 100 billion by 2014 to meet growing demands of the sector, education industry is one of the largest service sector industries in India.

The education industry in India can be broadly classified into the Regulated segment (K12 and higher education) and the Un-regulated segment (pre-school, multimedia, ICT, coaching cases, vocational training and books). The expected market size of K-12 sector in 2012 (E) is US$ 34 billion, with a rise of 14 per cent as compared to US$ 20 billion in 2008. The corresponding figures for the higher education sector are US$ 10.3 billion in 2012 (E) with a rise of 12 per cent as compared to US$ 6.5 billion in 2008. The coaching institutes in India will witness a 17 per cent increase from US$ 0.3 billion in 2008 to US$ 0.6 billion in 2012 (E). Similarly, the Pre-schools market in the country will witness a rise of 36 per cent from US$ 0.3 billion to US$ 1 billion and the vocational training from US$ 1.6 billion to US$ 4 billion in 2012 (E).

The Indian pre-school market is set to become the largest in the world. In India, the pre-school segment is currently worth US$ 750 million and is expected to reach US$ 1 billion by 2012. Learning and development is the focus area ranging from schools, high schools, graduate, vocational and higher learning institutions. Given the shortage of quality talent in India , now skill-based institutions and the corporate sector have also moved into this space. We should therefore expect a positive and sustained upswing. On the education segment, Private equity and venture capital investors have pumped US$ 93 million into 10 education companies and are bullish about the sector's prospects going forward. PE investment in the education sector increased from US$ 129 million in 2009 to US$ 183 million in 2011. Also for the year 2012-13, Rs 25,555 crore (US$ 4.98 billion) have been allotted for RTE-SSA (Right to Education - Sarva Shiksha Abhiyan) which represents an increase of 21.7 per cent over the previous year allotment in 2011-12. 6,000 schools have been proposed to be set up at block level as model schools in the Twelfth Five Year Plan (2012-17) and Rs 3,124 crore (US$ 0.61 billion) have been provided for the RMSA (Rashtriya Madhyamik Shiksha Abhiyan) which is an increase of 29 per cent over 2011-12. As far as Skill Development is concerned, some new large state driven initiatives include the following:

- National Skill Development Corporation has approved projects that are expected to train 6.2 crore people at the end of 10 years

- The National Skill Development Fund has been allocated Rs 1,000 crore (US$ 0.19 billion) for the period 2012-13

- To improve the flow of institutional credit for skill development, a separate Credit Guarantee Fund will be set up

- "Himayat" scheme introduced in Jammu and Kashmir (J&K) to provide skill training to 100,000 youth during the next 5 years and the entire cost will be borne by the Government of India

In the sphere of executive education which could also be appealing to your company as a future business proposition, India's growing Rs 350 crore (US$ 68.33 million) executive education space continues to attractB-schools. US headquartered Harvard Business School (HBS) and the Wharton School of Business, University of Pennsylvania, will also set up its own centre in India.University of Chicago, Tuck School of Business, INSEAD, Oxford University's Said Business School and Duke University are among others, to offer their executive education programmes in India.

Large investments are being made by technology-based education solutions providers one of whom will set up 150 skill development centers across the country. With an investment of Rs 450 crore (US$ 87.86 million), these training centers will offer vocational training across disciplines such as automobile, construction, hospitality, retail, IT and IT- enabled services.

In a nutshell, your company is in India's sunrise yet fastest growing segments and we have the necessary wherewithal to provide products and services to meet the industry requirements.

Opportunity and Challenges

"If you look at the world, it would inevitably appear that India's growth is preordained. The world needs working hands. The world needs back offices. India seems to be a natural fit.. .We are producing a workforce which is not only for India, but a global workforce." Sunil Bharti Mittal's (Founder and Chairman of Bharti Enterprises ) statement, in a concise way , tells us of the enormous opportunity for companies like yours to make a significant contribution to India's economy. We have already successfully pioneered initiativ.

Financial Performance:

Total income achieved during the year under review is Rs. 1973.36 lakhs as against Rs. 1417.12 lakhs in the previous year. Income from operations for the Company has been Rs. 1642.18 lakhs against Rs. 1283.65 lakhs in the previous year, showing a healthy increase of 28%. After providing for taxation of Rs. 98.10 lakhs and recognition of deferred tax asset of Rs. 34.85 lakhs, the results of the Company show a substantial increase of 174% in the net profit of Rs. 226.30 lakhs as against the profit after tax of Rs. 82.62 lakhs in the previous year.

Human Resources:

Your Company considers its intellectual capital as its most valuable asset. Personnel policies of your Company are designated to ensure fairness to and growth of all individuals in the organization and continuously strives to provide a challenging work environment. The Company has developed a competency-based framework for growth with formalized career paths in the organization. This provides a highly competent and aspirational career environment to all our employees. The company has a comprehensive compensation and benefits plan for all its employees. The Company also provides a strong learning culture with an average eight days of training per year for each employee. We have a strong Performance Management System and code of conduct which reinforces our work ethics.

5. PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- per annum or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/- per month. The disclosure under the said Section is not given as there are no such employees.

6. INVESTMENTS

During the Financial Year under report, the outstanding position in the investment of shares and debentures of various companies were to the tune of Rs. 111.16 lacs as compared to the last Financial Year's investment of Rs. 116.39 lacs. The market value of quoted investments was Rs. 88.14 lacs (previous year 95.67 lacs).

7. FIXED DEPOSIT

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed There under during the Financial Year ended 31st March 2012. As at March 31, 2012, there is no outstanding liability to fixed depositors.

8. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 ended March 31, 2012 and of the Profit of the Company for the said year;

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

iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

9. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Rajeev Dubey and Dr. Vijay N. Gupchup retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

10. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co., Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under section 224(1B) of the Companies Act, 1956.

11. COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s Pramod Shah & Associates - Practicing Company Secretaries is annexed as a part of the Director's Report.

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance together with the Certificate from M/s. Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Annual Report.

13. COST AUDIT

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

14. ACKNOWLEDGMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees

For and on behalf of the Board of Directors

PALLAVI JHA

CHAIRPERSON & MANAGING DIRECTOR

Place : Mumbai

Date : May 18, 2012

Registered Office:

1, Construction House,

5, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001


Mar 31, 2011

The Directors present herewith the 91st Annual Report together with the Audited Statement of Accounts and Auditors Report thereon for the Financial Year ended March 31, 2011.

1. FINANCIAL RESULTS

(Rs. in Lacs) Financial Year Financial Year ended 31.03.2011 ended 31.03.2010

Profit before interest, depreciation and taxation 173.78 14.53

Less: Interest 40.10 36.35

Less: Depreciation/Amortisation 51.41 54.08

Less: Provision for Taxation -

Current / earlier years 18.06 3.45

Less: Deferred Tax recognized (3.37) 48.49

Add: MAT Credit 15.04 (91.16) - (142.37)

Net Profit 82.62 (127.84)

Add: Balance brought forward 83.26 1369.00

Add/( Less: Adjustments to General Reserves 8.48 (1157.90)

Amount available for appropriation 174.36 83.26

Final Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Balance carried to Balance Sheet 174.36 83.26

Total 174.36 83.26

2. DIVIDEND

Your Directors have decided not to recommend any dividend for the year ended March 31, 2011.

3. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act. 1956)

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)pertaining to Technology absorption are not applicable to the Company.

b. Foreign exchange inflow and outflow - Rule 2(C):

(Rs. in Lacs)

(a) EXPENDITURE IN FOREIGN CURRENCY Financial Year Financial Year ended 31.03.2011 ended 31.03.2010

Professional Fees/

Franchise Fee NIL NIL

Royalty Remitted 120.83 154.42

Traveling Expenses 6.17 1.07

Others 0.49 0.10

(b) EARNING IN FOREIGN CURRENCY NIL NIL

4. MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure & Analysis

The Indian economy grew at 8.6% in fiscal 2010, the fastest in three years, on the back of a sharp recovery in farm output. Manufacturing and services sectors have registered impressive gains during the year. Savings and investments are looking up while exports are rising. Overall the medium term prospects to fiscal consolidation look bright.

India takes pride in its demographic dividend and the people-factor has propelled India into a new opportunity landscape, thus creating a niche for itself in Knowledge Services. The population issue, which has been viewed mostly as a burden until now, is now being seen as a positive parameter, if we can find a smart way of turning this to our advantage. According to a BCG Report, in 2020, when most countries in the world would have a shortage of talent, India will have surplus talent accounting for the highest number i.e 47 million. The moot point is, how is India going to be able to take advantage of this surplus and service the global shortage for talent. The answer lies in making such resources equipped with skills that are in short supply today and are likely to be in demand in the next decade. In order to make the resources employable, systematic planning and implementation involving various agencies and building a whole new eco system to support this would be essential.

Skill Development is a significant factor of human capital formation to ensure that the countrys demographic dividend is not replaced by a demographic deficit. Primacy to skill development is critical for creating a long-term sustainable growth engine for our country.

India is the third largest country in terms of graduates passing each year - 20,677 colleges, 416 universities and 11.6 millions students were enrolled in 2007 -08, of which about 3.5 million students graduate every year. But only around 10-25 percent of graduates meet the requirements for organized sector jobs. Of the current total workforce, 40 percent is illiterate and another 40 percent constitutes schools dropouts. A little more than half the workforce of almost 500 million find their livelihood in farming.

For the rest, almost 90 percent of jobs available require some level of skills while 9 percent are knowledge-based and 1 percent is a combination of both knowledge and skills.

There is a significant gap in what our education system prepares to do and what organizations and ultimately customers want. Currently, much of this is also being addressed by companies directly as they have to successfully get their human resources to deliver business results.

What is also interesting is to take a look at the sectoral employment status in India over the years. The slant is now towards manufacturing and service sectors with the share of agriculture dwindling. This clearly highlights the urgent need for creating a robust skilling framework - one that would enable the youth, which will enter the workforce to become employable and more productive.

As far as requirements of the service sector are concerned, the education system is not geared to anticipate and proactively address them in time, leaving a yawning gap between supply and demand. This gap has been seen in almost every sector of the service industry - be it IT, ITES, Retail or Hospitality. Organizations have had to incur huge amounts of money in repair and rework on already trained / educated resources once they are brought into the fold of the corporate sector thus delaying their productive contribution towards economic value creation. Further, in many industries, due to limited availability of talent pool, it leads to attrition and increase in compensation, thus adding to the costs of operations.

India with its increasing youth population (currently 69 percent of the population are between 16 and 29 years) has an unprecedented opportunity to accelerate growth and reduce poverty. However, to harness this opportunity, it is necessary to build human capital across all levels of education and skill development.

Opportunities & Challenges

The training industry in India has evolved significantly in the past 7 years. As per industry estimates, the total market-size is around Rs. 11000 crores. Of this, the soft skills development market alone accounts for about Rs. 3000 crores.

The overall mindset to training has witnessed a paradigm shift. Training has evolved from being a feel-good, reward- centric system, to a performance-linked setup employing best practices and challenging benchmarks. The over arching talent and skills shortage in todays workforce has made it to the top of the CEOs agenda. It is no longer just a concern within the HR domain but has reached a stage where it warrants a mainstream decision.

The overall industry scenario spells two clear streams for growth for your company. The first is in the large need for skilling and employability training for young students through the Finishing School and supporting the growing trends in recruitment and talent acquisition for companies. The second significant opportunity is to support the corporate sector in managing attrition and enhancing retention and growth of their workforce through strong professional development initiatives.

Todays business environment poses its unique challenges on people management. Business growth in India is much higher than the organizational capability for growth and hence companies need to bridge the gap through external service providers. Efficiency in managing people processes is also becoming significant, and therefore attracting more attention and investment. Today, HR spending has the CEOs and CFOs attention and organizations are striving to find the right partners that will help them in this rapid growth phase. An integrated approach to talent management and development has become a strategic component of any business regardless of the industry it belongs to. Talent challenges are manifold

and there is an increasing cost implication in finding and hiring talent, putting most businesses, especially the people-intensive ones, under pressure. The solution lies not in recruitment alone, where our Finishing School services enhance our clients success in this area, but in an integrated strategy for recruitment, development and performance management to ensure that the talent pipeline can support business growth. Client organizations seek flexible business solutions to address these issues in a dynamic world. Your companys experience in providing end-to-end, customized solutions for talent management and development is our competitive advantage in the industry.

Overall the growth opportunities are well-defined and clear. Our approach is to consolidate on our strategic path to be able to service the market needs better than our competition. We will need to maintain our agility and innovation will be key to providing effective solutions to our client organizations.

The challenges will come in the form of building and mamtaining our own talent pipeline and service quality as we expand to meet the burgeoning need. Also as more and more players are attracted into this industry, pricing pressures will build with market competitiveness. Our challenge will be to continuously evaluate our cost models and ensure that we keep improving our productivities.

Outlook, Risks & Control

Acknowledging severe inflation threats, the Reserve Bank of India in its annual policy review pegged the real GDP growth rate for 2011-12 at 8% - down from the estimated 8.6% growth in 2010-11. This is almost 1 percentage point lower than the government estimate of 9%. RBI said most business confidence surveys conducted by various agencies show a decline in business confidence. The pace of industrial activity has been slowing mainly due to the impact of past monetary policy actions and high input prices. Sections of the industry will hurt and consumers, who have borrowed to finance purchases, too, will feel the pinch of a tighter monetary policy. Hence while the medium term outlook is good, the outlook for the fiscal year 2011-12 is cautious.

Yet your company has recovered well from the economic slowdown and has already brought in cost efficiencies that have resulted in a significant turnaround in its financial performance for the year. During the year the management has also re-organized its market strategies to build more stable strategic and long term client partnerships. With the more robust organization structure the company is expected to have a positive outlook in both the short and medium term.

5. PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31,2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review,

at a rate which, in the aggregate, was not less than Rs. 500,000/-. The disclosure under the said Section is not given as there are no such employees.

6. INVESTMENTS

During the Financial Year under report, the outstanding position in the investment of shares and debentures of various companies were to the tune of Rs. 116.39 lacs as compared to the last Financial Years investment of Rs. 248.56 lacs.

The Book value of the quoted investments for the year under review was Rs. 23.40 lacs (previous year Rs. 23.40 lacs) and its market valuation was Rs. 15.21 lacs (previous year Rs. 16.54 lacs).

7. FIXED DEPOSIT

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed thereunder during the Financial Year ended 31st March 2011. As at March 31, 2011, there is no outstanding liability to fixed depositors.

8. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the Annual Accounts for the financial year ended March 31,2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 ended March 31, 2011 and of the Profit of the Company for the said year;

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

iv) that the Directors have prepared the Annual Accounts for the year ended March 31,2011, on a going concern basis.

9. DIRECTORS

Ms. Poonam Barua, Director of the Company resigned from the Directorship of the Company with effect from May 10, 2011. Pursuant to Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. V. K. Verma and Ms. Pallavi Jha retire by rotation at the ensuing Annual

General Meeting and being eligible, offer themselves for re-appointment Your Directors recommend their re- appointment

10. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co., Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under section 224(1B) of the Companies Act, 1956.

11. COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Directors Report.

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance together with the Certificate from Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Annual Report.

13. COST AUDIT

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

14. ACKNOWLEDGMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

PALLAVI JHA CHAIRPERSON & MANAGING DIRECTOR

Date : May 10, 2011 Place: Mumbai

Registered Office: 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001


Mar 31, 2010

The Directors present herewith the 90th Annual Report together with the Audited Statement of Accounts and Auditors Report thereon for the Financial Year ended March 31, 2010.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Financial Year Financial Year ended 31.03.2010 ended 31.03.2009

Profit before interest,

depreciation and taxation 14.53 53.30

Less: Interest 36.35 4.49

Less: Depreciation/ Amortisation 54.08 19.60

Provision for Taxation -

Current / earlier years 3.45 1.26

93.88 25.35

(79.35) 27.95

Deferred Tax recognized (48.49) (146.58)

Net Profit (127.84) (118.63)

Add: Balance brought forward 1158.50 1158.50

Less: Adjustments to General Reserves (1075.23) N.A

Amount available for

appropriation 83.27 1158.50

Final Dividend 0 0

Dividend Tax 0 0

Balance carried to Balance Sheet 83.27 1277.13

Total 83.27 1158.50

*Due to Amalgamation of Walchand Talentfirst limited with the Company vide order of High Court of Mumbai dated 09th April 2010 with effective date 1st April 2009, previous year figures are not comparable with this year figures.

2. DIVIDEND

Your Directors have decided not to recommend any dividend for the year ended 31st March, 2010, in view of losses.

3. DIRECTORS

Pursuant to the Scheme of Amalgamation of the Companys subsidiary Walchand TalentFirst Ltd. with the Company, Mr. Rajeev Dubey and Dr. Vijay Gupchup were appointed as Directors with effect from May 7, 2010.

4. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(l)(e) of the Companies Act. 1956)

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:-

a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B) pertaining to Technology absorption are not applicable to the Company.

b. Foreign exchange inflow and outflow - Rule 2(C):

(Rs. in Lacs)

(a) EXPENDITURE IN FOREIGN CURRENCY Financial Year Financial Year ended 31.03.2010 ended 31.033009

Professional Fees /Franchise Fee NIL NIL

Royalty Remitted 154.42 NIL

Traveling Expenses 1.07 NIL

Others 0.10 NIL

(b) EARNING EST FOREIGN CURRENCY NIL NIL

5. MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure & Analysis

The global economy, following two years of crisis, has begun to recover with world growth bouncing back from negative territory in 2009 to about 3.9% during the year. However, the recovery is proceeding at different speeds around the world.

The Indian economy continues to be one of the fastest growing economies and the recovery from the slowdown witnessed in the aftermath of the global crisis has been sharper than what was generally anticipated. India is poised to be the worlds engine of economic growth in the coming decades, given that Indians will account for 22 per cent of the increase in worlds workforce over the period of 2020-2050.

Yet, despite our countrys impressive economic performance and its immense potential there are valid concerns that our growth process needs to be more inclusive and sustainable. In the medium term, per capita income cannot be increased without addressing the twin issues of Education and Employability of the workforce. While the government is investing considerable resources in Education, the private sector needs to address the disconnect between educational qualification and employability, or possession of requisite skills by the workforce.

The creation of a skilled workforce is integral to the strategy for sustaining our growth momentum and achieving double digit growth. According to the Confederation of Indian Industry, one percentage increase in the GDP can translate into an additional 0.8 - 1 million jobs. Enhancing the skill-sets of the nearly 10-12 million individuals who enter the workforce every year is therefore essential to attaining and sustaining a 10 percent growth rate.

However, it is important to note that for education to contribute significantly to economic growth and development, it must be of high quality to meet the skill-demand needs of the economy. The massive expansion of higher and technical education sector in last few years in India has led to a major quality problem. There is a considerable difference in the quality of students/engineers graduating and the kind of talent industry demands. Thus, we have huge supply of graduates but it is not aligned to the industry requirements.

Excellence in Education and Skill Development would not

only improve the long term competitiveness of the firms but also improve the standard the living of the potential workforce with higher incomes. Thus, helping us strike a correct balance between equity and efficiency of the nation. As regards the Corporate sector, after declining in the first two quarters of FY10, Indian industry has recorded a solid comeback in the second half, with double digit increase in top-line and bottom-line. The corporate results available for 975 listed companies in March-10 quarter shows a Y-o-Y increase of 27.5% in Net Profit during the period. Salaries and wages also grew by 12.8% riding on companys plans to increase head count and increment for existing employees.

Within the industry, the performance of Manufacturing sector was more robust than of Services sector in the March-10 quarter. Though the economy showed clear signs of gaining momentum, the increasing inflation emerged as a potential drag to the recovery process.

The overall positive impact on the Training sector will generally be witnessed with a lag as most companies continued to withhold these budgets for the year. Yet there has been a palpable improvement in the overall business confidence.

Opportunities and Challenges

Around the fourth quarter of fiscal 2010, the stagnant job markets gradually began to see movement as companies opened up to hiring again. While both campus recruitments and lateral hiring are expected to continue to gain momentum, there is a shift in trends post the economic crisis. The downturn has cautioned companies against "anticipatory hiring", lower productivity and expensive on-the-job training. Smart employers have decided to filter their selections for life-skills - creativity, confidence, curiosity, learnability, and teamwork, rather than just technical skills. For freshers, employers now recognize that summer internships, extra- curricular activities and non-academic courses demonstrate initiative, which is a strong predictor of workplace performance. Our Finishing School offers precisely such solutions to graduating students prior to entering the workforce. Your company has launched its Alliance Partnership Program to partner with various colleges and universities to offer skills development courses to their students. This is a key strategic focus for your company.

The major human capital trends in industry for the year 2010 offer significant opportunities for your company. One of the key thrusts of companies will be to mitigate turnover risk by restoring employee engagement. The skills shortage is far from over and an increasing demand for top talent will hit much quicker than realized. Re-engaging demoralized employees who remain in the organization will be critical for restoring faith before they succumb to better opportunities. A range of talent engagement solutions customized to specific client priorities are offered by your company. According to Mercers most recent Market Issues Survey, organizations are already showing signs of placing a high priority on leadership development and were increasing their focus on investing for future growth. The survey found that while organizations were reducing spend, they are also

prioritizing areas for human capital investment, with 82 per cent focused on building future capability in the critical areas of leadership development, talent management and succession planning. They are reducing spend in other human capital areas to help fund this shift. The top five areas in which organizations indicated they planned to increase human capital expenditure over the next 12 months are : Leadership Development and Assessments, Talent Management and Succession Planning, Learning and Development, HRIS implementation, Work Lifestyle Benefits. Investment in leadership development will therefore continue to be a key component of any workforce strategy that looks to a future of renewed profit and sustainable growth.

Outlook, Risks and Controls

The outlook for the coming quarters is positive, given the broad-based recovery that is taking place in the economy. However, the Greek debt crisis has dominated market sentiment recently, reminding us that global economic uncertainty continues to be a reality. One implication for India is that financial markets will remain volatile with no assurance of steady capital inflows to plug our current account deficit. Meanwhile, the good news on the domestic front is that our economic recovery continues to remain robust while corporate results for the current financial year are predicted to hold up well.

Your company has completed the amalgamation of its subsidiary with itself and is now much leaner and cost-efficient. With the positive outlook for the Indian economy, the industry and employment we are optimistic about the short term and long term performance of the company.

Cautionary Statement:

The statements made in this report describe the Companys objectives, expectations and projections that may be forward looking statements. The actual results might differ materially from those expressed or implied depending on the economic conditions, government policies and other incidental factors, which are beyond the control of the Company and Management.

Segmentwise Performance:

As per the Amalgamated Financial Statement, the revenue and results for the Investment Division and the Training Division for the relevant period are reported in the notes to Accounts.

Internal Control Systems and their Adequacy:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safeguarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval procedures. The Company has a full-fledged Internal Audit System to ensure that the policies and procedures laid down are adhered to. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors/ Audit committee on a quarterly basis.

Financial Performance with respect to Operational Performance:

As per the amalgamated financial statement, total income achieved during the year under review is Rs. 1206.73 lakhs as against Rs. 1324.51 lakhs in the previous year (as per the consolidated financial statement). Training income for the Company has been Rs. 1055.71 lakhs as against Rs. 1168.06 lakhs in the previous year, showing a decrease of 9%. After providing for taxation of Rs. 3.45 lakhs and recognition of deferred tax liability of Rs. 48.49 lakhs, the results of the Company show a net loss of Rs. 127.84 lakhs as against the loss after tax of Rs. 353.13 lakhs in the previous year (as per the consolidated financial statement). The operating loss of the previous year was Rs. 117.56 lakhs and its an operating profit of Rs. 14.54 lakhs during the current year, aggregating to an improvement of 112%. Human Resources:

Your Company considers its intellectual capital as its most valuable asset. Personnel policies of your Company are designed to ensure fairness to and growth of all individuals in the organization and continuously strives to provide a challenging work environment. The Company has developed a competency-based framework for growth with formalised career path in the organization. This provides a highly competent and aspirational career environment to all our employees. The company has a comprehensive compensation and benefits plan for all its employees. The Company also provides a strong learning culture with an average 8 days of training per year for each employee. We have a strong Performance Management System and code of conduct which reinforces our work ethics.

6. AMALGAMATION OF WALCHAND TALENTFIRST LIMITED WITH THE COMPANY:-

The Horfble High Court of Judicature at Bombay has sanctioned the scheme of amalgamation of Walchand TalentFirst Ltd. with the Company The scheme is operative from the appointed date i.e. 1st April 2009 as stated in the scheme of Amalgamation. The Audited Annual Accounts of the Company for the Financial Year ended March 31, 2010 have been prepared after incorporating the effect of amalgamation. The Company does not have any subsidiary as a result of the above amalgamation. For this purpose the Court Convened Meeting of shareholders was held on 2nd February, 2010 wherein the Resolution for the approval of Scheme of Amalgamation was passed unanimously. 5499 Fully Paid Equity Shares of Rs. 100/- each of the Company have been issued to the shareholders of Walchand TalentFirst Ltd for consideration other than cash.

7. PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars are set out in the annexure to this report.

8. INVESTMENTS

During the Financial Year under report, the outstanding position in the investment of shares and debentures of various companies were to the tune of Rs. 248.56 lacs as compared

to the last Financial Years investment of Rs. 1518.12 lacs. The Book value of the quoted investments for the year under review was Rs. 23.40 lacs (previous year Rs. 24.87 lacs) and its market valuation was Rs. 16.54 lacs (previous year Rs.8.05 lacs).

9. FIXED DEPOSIT

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed thereunder during the Financial Year ended 31st March 2010. As at March 31,2010, there is no outstanding liability to fixed depositors.

10. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the Annual Accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 ended March 31, 2010 and of the loss of the Company for the said year;

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

iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

11. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Sanjay Jha, Dr. S.C. Jha and Mr. M.N. Bhagwat retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

12. COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 5-1-2009 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. Further as per the said Notification if the Company has employed a Company Secretary on whole time basis then the said Certificate is not required to be obtained. Since the Company has employed a Company Secretary on whole time basis the provision relating to the Compliance Certificate is not applicable to the Company.

13. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance together with the Certificate from M/s. Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Annual Report.

14. COST AUDIT

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

15. ACKNOWLEDGMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental,

as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

PALLAVI JHA CHAIRPERSON & MANAGING DIRECTOR

Date: June 28, 2010

Place: Mumbai

Registered Office:

1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001

 
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