Zee Learn Ltd
Directors Reports
To
The Members,
The Board of Directors of the Company have great pleasure in presenting
the 13th Annual Report of the Company, providing an overview of the business
and operations of the Company together with the Annual Audited Financial Statements for
the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The highlight of the financial performance of the Company for the year
ended March 31, 2023 is summarized as follows:
H ( in Lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operations |
19,046.10 |
10,400.38 |
32,417.07 |
24,788.27 |
| Other Income |
1,489.80 |
3,415.07 |
2,024.18 |
3,437.59 |
Total Income |
20,535.90 |
13,815.45 |
34,441.25 |
28,225.86 |
| Total Expenses |
16,519.08 |
9,998.38 |
37,454.69 |
28,142.74 |
Profit/(Loss) before tax before
exceptional items |
4,016.82 |
3,817.07 |
(3,013.44) |
83.12 |
| Less : Exceptional items |
38,667.23 |
11,000.00 |
42,178.64 |
- |
Profit/(Loss) before tax after exceptional
items |
(34,650.41) |
(7,182.93) |
(45,192.08) |
83.12 |
| Provision for Taxation (Net) |
1,131.88 |
1,019.49 |
966.78 |
1,398.96 |
Profit/(Loss) after Tax |
(35,782.29) |
(8,202.42) |
(46,158.86) |
(1,315.84) |
| Other Comprehensive Income |
(0.70) |
38.04 |
0.91 |
50.72 |
Total Comprehensive Income/(Loss) |
(35,782.99) |
(8,164.38) |
(46,157.95) |
(1,265.12) |
2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW
BUSINESS OVERVIEW
With the motto of building the nation through education, your Company
is constantly contributing in the field of education across age groups, all the while
maintaining its core values of integrity, ownership, leadership, trust and continuous
learning. We believe that every child has a unique and infinite potential and we are
committed to help children realise their capabilities. During the year there have been no
material changes in the nature of business of the Company.
FINANCIAL PERFORMANCE OVERVIEW
ON STANDALONE BASIS
During the year under review, the Company has earned a Total Income of
H 20,535.90 Lakhs as against H 13,815.45 Lakhs in the previous financial year.
The Company has recorded a Profit before tax before exceptional items
of H 4,016.82 Lakhs for the year ended March 31, 2023 as compared to H 3,817.07 Lakhs in
the previous financial year.
After considering the exceptional item of H 38,667.23 Lakhs the
Company's operations resulted in Loss before tax after exceptional items of H
34,650.41 Lakhs for the year ended March 31, 2023 as compared to H 7,182.93 Lakhs in the
previous financial year. (Refer note 43 of Standalone Financial Statements).
The Loss after tax for the year ended March 31, 2023 stood at H
35,782.29 Lakhs as compared to H 8,202.42 Lakhs in the previous financial year.
ON CONSOLIDATED BASIS
During the year under review, the Company has earned a Total Income of
H 34,441.25 Lakhs as against H 28,225.86 Lakhs in the previous financial year.
The Company has recorded a Loss before tax before exceptional items of
H (3,013.44) Lakhs for the year ended March 31, 2023 as compared to Profit before tax of H
83.12 Lakhs in the previous financial year.
After considering exceptional item of H 42,178.64 Lakhs, Company's
operations during the year resulted in Loss before tax after exceptional items of H
45,192.08 Lakhs. (Refer note 63 of Consolidated Financial Statements) The Loss after Tax
for the year ended March 31, 2023 stood at H 46,158.86 Lakhs as compared to H 1,315.84
Lakhs in the previous financial year.
3. CAPITAL STRUCTURE & LIQUIDITY
Authorized Share Capital
The Authorized Share Capital of the Company as on March 31, 2023 was H
1,00,00,00,000 (Rupees Hundred Crore) divided into 1000000000 shares of H 1/- each.
Issued and Paid Up Capital
The paid up Equity Share Capital as on March 31, 2023 was H
32,60,92,725 (Rupees Thirty-Two Crore Sixty Lakhs Ninety-Two Thousand Seven Hundred Twenty
Five Only) divided into 326092725 shares of H 1/- each.
During the year under review the Company has neither issued any shares
or convertible securities with differential voting rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) or warrants to the employees
of the Company under any scheme. As on March 31, 2023, none of the Directors of the
Company hold instruments convertible into equity shares of the Company. During the year
the Company has not allotted any shares pursuant to exercise of Options granted under
Employee Stock Option Scheme.
Listing of Securities
The Company's equity shares continue to be listed and traded on
National Stock Exchange of India Limited (‘NSE') and BSE Limited
(‘BSE'), both these Stock Exchanges have nation-wide trading terminals and hence
facilitate the shareholders/investors of the Company in trading of shares. The Company has
paid the annual listing fee for the financial year 2023-24 to the said Stock Exchanges.
Depositories
The Company has arrangements with National Securities Depository
Limited (‘NSDL') and Central Depository Services (India) Limited
(‘CDSL'), the Depositories, for facilitating the Members to trade in the equity
shares of the Company in Dematerialized form. The Annual Custody fees for the financial
year 2023-24 has been paid to both the Depositories.
NON-CONVERTIBLE DEBENTURES
The Company had allotted 650 (Six Hundred Fifty) Rated, Unlisted,
Redeemable, Non-Convertible Debentures ("Debentures" Or "NCDs") of the
Face Value of H 10,00,000/-
(Rupees Ten Lakhs Only) each, for cash, aggregating up to H
65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum
circulated on Private Placement basis. The terms of the Debentures had been earlier
revised dated July 14, 2020 according to which 650, 10.02% (revised coupon rates) NCD of H
6.85 lakhs (revised face value) were redeemable by July 13, 2022 in 6 installments
starting from January 13, 2021.
The tem of the debentures have been further revised by an amendment
deed dated June 17, 2022 and the revised date of redemption is agreed to be August 13,
2023. The Company has failed payments towards its debt servicing under the said NCD since
August 2022. The debentures are secured by first pari passu charge on all the fixed and
current assets, all the rights, titles and interests to provide security cover of 1.1
times on outstanding amount.
4. EMPLOYEES STOCK OPTION SCHEME
The Company has implemented an Employees Stock Option Scheme called ZLL
ESOP 2010 – AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 for grant of stock options to its eligible
employees of the Company and its Subsidiaries. The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter alia, administers and monitors the
Employee Stock Option Scheme of the Company.
During the year under review, 40,000 Stock Options were granted on
August 2, 2022; 1,05,000 Stock Options were granted on November 11, 2022 and 3,00,000
Stock Options were granted on February 24, 2023.
These options when vested as per the terms and conditions of the
Scheme, would entitle the option holder to apply for and be allotted equal number of
equity shares of face value of H 1/- each at an exercise price of H 6.64, H 7.20 and H
3.12 per share respectively.
The exercise price is the closing market price of the equity shares of
the Company as on August 1, 2022 on BSE Limited, November 10, 2022 on National Stock
Exchange India Limited and February 23, 2023 on BSE Limited respectively.
Since the options have been granted at the market price, the intrinsic
value at grant is Nil and hence there is no charge to the Profit and Loss account. These
options will vest in a phased manner over a period of 3 years after the expiry of 1 year
from the date of the grant, and may be exercised within a maximum of four years from the
date of vesting, subject to terms and conditions of the Scheme and the grant letter. The
Directors believe that this Scheme will help create long term value for shareholders and
operate as a long term incentive to attract and retain employees of the Company. Requisite
disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity)
Regulations, 2021 as available on the Investor Section on the website
of the Company i.e www.zeelearn.com and a Certificate from the Secretarial Auditor as per
Regulation 13 is annexed to this report as "Annexure A".
5. SUBSIDIARY/ASSOCIATE/JOINT VENTURES
WHOLLY-OWNED SUBSIDIARIES
The Company has three Wholly-Owned Subsidiaries as on March 31, 2023,
which are as follows:
• Digital Ventures Private Limited
• Liberium Global Resources Private Limited
• Academia Edificio Private Limited
SUBSIDIARIES
As on March 31, 2023 MT Educare Limited is the Subsidiary of Zee Learn
Limited.
STEP DOWN SUBSIDIARIES
The Company's Subsidiary MT Educare Limited has Seven Subsidiaries
in view of which the Company has Seven Step-Down Subsidiaries as on March 31, 2023 which
are as follows:
• MT Education Services Private Limited
• Lakshya Forrum For Competitions Private Limited
• Chitale's Personalised Learning Private Limited
• Sri Gayatri Educational Services Private Limited
• Robomate Edu Tech Private Limited
• Letspaper Technologies Private Limited
• Labh Ventures India Private Limited
During the year, the Board of Directors have reviewed the affairs of
the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared the consolidated financial statements of the Company, which form part of this
Annual Report.
Further, a statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format AOC-1 is appended as an Annexure
to the financial statements. The statement also provides details of the performance and
financial position of the subsidiary.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Audited Annual Financial Statements of the Company, containing therein its
standalone and the consolidated financial statements has been placed on the website of the
Company i.e www.
zeelearn.com. The Company does not have joint venture or associate
companies within the meaning of Section 2(6) of the Companies Act, 2013.
MATERIAL SUBSIDIARIES:
The Board has adopted a Policy for determining Material Subsidiaries in
accordance with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is
uploaded on the Company's website (www.zeelearn.com). In terms of the criteria laid
down in the Policy and as per the definition of material subsidiary provided in Regulation
16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Company's Consolidated Financial Results for the financial year ended March
31, 2023, following Subsidiaries are identified as Material Subsidiaries:
• Digital Ventures Private Limited
• MT Educare Limited
• Liberium Global Resources Private Limited
DIVIDEND
The Board intends to retain its internal accrual to support the
Company's future business needs and growth. As a result no dividend has been proposed
for the year ended March 31, 2023. The Company has not given any interim dividend during
the financial year under review.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has an appropriate mix of Executive, Non-Executive
Non-Independent and Independent Directors representing a blend of professionalism,
knowledge and experience which ensures that the Board independently performs its
governance and management functions. The Company profess the importance of diversity at
Board and at all levels within the organization.
Composition of Board
The Board of Directors of the Company comprises of One (1) Executive
Director, One (1) Non-Executive Director Non- Independent and Four (4) Independent
Directors, including One (1) Women Independent Director as on March 31, 2023.
During the year under review, the following changes in composition of
the Board of Directors took place:
• Ms. Nanette D'sa, Mr. Dattatraya Kelkar and Mr. Roshanlal
Kamboj were re-appointed for a second term of their Independent Directorship with effect
from March 23, 2023, December 30, 2022 and May 18, 2022 respectively, by the Members of
the Company at the Annual General Meeting held on September 27, 2022.
• Mr. Manish Rastogi was appointed by the Board of Directors as an
Additional Director & Whole-time Director of the Company with effect from March 22,
2023. Further the Members of the Company had vide resolution passed by Postal Ballot on
June 19, 2023 approved the appointment of Mr. Manish Rastogi as a Director, liable to
retire by rotation and also his appointment as Whole-time Director for a period of 5 years
w.e.f. March 22, 2023.
• Mr. Ritesh Handa; Whole time Director of the Company resigned
with effect from February 16, 2023.
Your Board places on record its appreciation for the rich contribution
made by Mr. Ritesh Handa and the guidance provided by him during his tenure as the
Whole-time Director and Chief Executive Officer of the Company.
No further change in the composition of the Board of Directors took
place subsequent to the closure of the financial year.
Mr. Surender Singh; Director of the Company shall be liable to retire
by rotation at the 13th Annual General Meeting of the Company. He being
eligible offers himself for reappointment subject to the approval of the Members at the
Annual General Meeting and the said proposal forms part of the Notice of the meeting.
Notice of ensuing Annual General Meeting includes a proposal for
re-appointment of Mr. Karunn Kandoi as an Independent Director for second term of five
years. Your Board recommends the proposal for approval of the Shareholders.
The information as required to be disclosed under the SEBI (Listing
Obligations and Disclosure Requirements), Regulation2015(‘Listing
Regulations')incase of appointment/ re-appointment of the director, if any, is
provided in Report on Corporate Governance which forms part of this Report and in the
Notice of the ensuing Annual General Meeting.
The disclosure in pursuance of Schedule V to the Companies Act, 2013
(‘Act') and Listing Regulations pertaining to the remuneration, incentives etc.
paid to the Directors is given in the Corporate Governance Report.
Key Managerial Personnel (‘KMP')
In terms of the provisions of Sections 2(51) and 203 of the Act, as on
March 31, 2023, the following were the KMP's of the Company:
Mr. Manish Rastogi; Whole-time Director & Chief Executive Officer
Mr. Anish Shah; Chief Financial Officer
Mr. Anil Gupta; Company Secretary
There were changes in the Key Managerial Personnel of the Company
during the financial year. The details of which are constituted below:
Appointment
Mr. Manish Rastogi was appointed as the Chief Executive Officer of the
Company with effect from February 24, 2023.
Mr. Manish Rastogi was appointed as an Additional Director &
Whole-time Director under the Category of Executive Director on the Board of the Company
with effect from March 22, 2023.
Resignation
Mr. Ritesh Handa had resigned from his position of Chief Executive
Officer and Whole-time Director from the Company with effect from February 16, 2023.
Board Meetings
The meetings of the Board are scheduled at regular intervals to discuss
and decide on matters of business performance, policies, strategies and other matters of
significance. The notice along with agenda of the meetings is circulated in advance, to
ensure proper planning and effective participation. In certain exigencies, decisions of
the Board are also accorded through circulation. The Directors of the Company are given
the facility to attend the meetings through video conferencing, in case they so desire,
subject to compliance with the specific requirements under the Act.
The Board met 6 (Six) times during the Financial Year 2022-23, the
details of which are given in the Corporate Governance Report which forms part of this
Annual Report. The intervening period between any two Board Meetings was within the
maximum time permissible under the Act and Listing Regulations.
Declaration by Directors/Independent Directors
All Directors of the Company have confirmed that they are not debarred
from holding the office of Director by virtue of any SEBI Order or order of any other such
authority. The Directors, Key Managerial Personnel and Senior Management have affirmed
compliance with the Code of Conduct laid down by the Company.
Independent Directors provide declarations, both at the time of
appointment as well as annually, confirming that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties. Based on the declarations received from the Independent
Directors, the Board has confirmed that they meet the criteria of
independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
A declaration on compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, along with a declaration as
provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate
Affairs (MCA), regarding the requirement relating to enrollment in the Data Bank for
Independent Directors as stipulated under Section 150 of the Act, has been received from
all the Independent Directors, along with declaration made under Section 149(6) of the
Act.
There are no pecuniary relationships or transactions between the
Independent Directors and the Company, except for the payment of Sitting Fee and / or
Commission, within the limits approved by the members and Board of Directors of the
Company.
Annual Performance Evaluation
The Board evaluation framework has been designed in compliance with the
provisions of the Companies Act, 2013 and the Listing Regulations. The Independent
Directors of your Company, in a separate meeting held without presence of other Directors
and management, evaluated the performance of the Chairman and other Non-Independent
Directors along with the performance of the Board based on various criteria. A report on
such evaluation done by the Independent Directors was taken on record by the Board and
further your Board, in compliance with requirements of the Act, evaluated performance of
all the Directors, Board as a whole, based on various parameters including attendance,
contribution etc.
At the Board meeting that followed the meeting of the Independent
Directors, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board,
excluding the independent director being evaluated. The details of the evaluation process
are set out in the Corporate Governance Report which forms part of this Report.
Committees of Board
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board had constituted various Committees including Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee. Details of the constitution of these Committees, which
are in accordance with regulatory requirements, have been uploaded on the website of the
Company viz. www.zeelearn. com. Details of scope, constitution, terms of reference, number
of meetings held during the year under review along with attendance of Committee Members
therein form part of the Corporate Governance Report.
Vigil Mechanism and Whistle Blower Policy
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated a Vigil
Mechanism and Whistle Blower Policy, which provides a robust framework for dealing with
genuine concerns & grievances. The policy provides access to Directors / Employees /
Stakeholders of the Company to report concerns about unethical behavior, actual or
suspected fraud of any Director and / or Employee of the Company or any violation of the
Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in
line with the Regulations. Any incidents that are reported are investigated and suitable
action is taken in line with the Policy. Further during the year under review, no case was
reported under the Vigil Mechanism. In terms of the said policy, no personnel have been
denied access to the Audit Committee of the Board.
The Vigil Mechanism and Whistle Blower policy has been posted on the
website of the Company at www.zeelearn. com.
7. CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Companies Act,
2013, the Company has constituted a Corporate Social Responsibility Committee (CSR
Committee). The CSR Committee as on March 31, 2023 comprised of Ms. Nanette D'sa;
Independent Director as Chairperson, Mr. Roshan Lal Kamboj, Independent Director and Mr.
Dattatraya Kelkar, Independent Director as Members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social Responsibility Policy
indicating the activities to be undertaken by the Company, monitoring the implementation
of the framework of the CSR Policy and recommending the amount to be spent on CSR
activities.
CSR at Zee Learn is all about creating sustainable programs that
actively contribute to and support the social and economic development of the society. The
Company has spent towards CSR activities as per the policy of the Company. The brief
outline of the Corporate Social Responsibility (CSR) policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year under review are
set out in "Annexure B" of this report.
8. AUDITORS
STATUTORY AUDITOR
As per provisions of Section 139 of the Companies Act, 2013, Ford
Rhodes Parks & Co. LLP., Chartered Accountants (Firm Registration No. 102860W/W100089)
have been appointed as the Statutory Auditors of the Company at the Tenth Annual General
Meeting of the Company for a period of five years till the conclusion of the Annual
General Meeting to be held for the financial year 2024-25, with the approval of the
Members in the Annual General Meeting of the Company.
During the year, the Statutory Auditors have confirmed that they
satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics
issued by Institute of Chartered Accountants of India.
The audit report given by Ford Rhodes Parks & Co. LLP., Chartered
Accountants on the financial statements of the Company for the financial year ended March
31, 2023 forms the part of the Annual Report. The Auditors have issued a modified opinion
in its report on the financial statements of the Company and the management's reply
on the same is annexed to this Report in "Annexure C".
During the year under review, the Statutory Auditors have not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the cost accounts are maintained by the
Company in respect of its education services, and are audited by the Cost Auditors in
compliance to the provisions as applicable to the Company.
Based on the recommendation of the Audit Committee, the Board of
Directors of the Company had appointed M/s Vaibhav P Joshi & Associates, Cost
Accountants (Firm Registration No. 101329) for conduct of audit of the cost records of the
Company for the financial year 2023-24.
As required under the Companies Act, 2013, a resolution seeking
member's approval for remuneration payable to the Cost Auditor forms part of the
Notice convening the Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M P Sanghavi & Associates LLP to undertake the
Secretarial Audit of the Company for the financial year 2022-23. The report issued by the
Secretarial Auditor is annexed as "Annexure D" and forms part of the
Board's Report.
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements), 2015 the Secretarial Audit Report of the material subsidiaries of the
Company namely Digital Ventures Private Limited and Liberium Global Resources Private
Limited are annexed to this report. The Company has received their written consent that
the appointment is in accordance with the applicable provisions of the Act and rules
framed there under.
The said report does not contain any qualifications, reservations, or
adverse remarks or disclaimer.
During the year under review, the Secretarial Auditors had not reported
any matter under Section 143(12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Act.
Annual Secretarial Compliance Report
In compliance with the Regulation 24A of the Listing Regulations and
the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken
an audit for the financial year 2022-23 for all applicable compliances as per SEBI
Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly issued by M P Sanghavi & Associates LLP, Practicing Company Secretaries is
submitted to the Stock Exchanges within the prescribed timelines.
The said report does not contain any qualifications, reservations, or
adverse remarks or disclaimer.
9. CORPORATE GOVERNANCE REPORT
The fundamental principle of Corporate Governance is achieving
sustained growth ethically and in the best interest of all stakeholders. It is not a mere
compliance of laws, rules and regulations but a commitment to values, best management
practices and adherence to the highest ethical principles in all its dealings to achieve
the objects of the Company, enhance stakeholder value and discharge its social
responsibility.
In order to maximize shareholder value on a sustained basis, your
Company constantly assesses and benchmarks itself with well-established Corporate
Governance practices besides strictly complying with the requirements of Listing
Regulations and applicable provisions of the Act.
In terms to the requirements of Regulation 34 read with Schedule V of
the Listing Regulations, a detailed report on Corporate Governance along with Compliance
Certificate issued by M P Sanghavi & Associates LLP, Practicing Company Secretaries
forms an integral part of this Annual Report.
10. DISCLOSURES
a. Particulars of loans, guarantees and investments:
During the year, Company has converted outstanding unsecured loan
(including interest thereon) receivable from Digital Ventures Private Limited (DVPL) into
0.01 %, Unsecured Un rated Unlisted Optionally Convertible Debentures (OCD). The
particulars of loans, guarantees and investments made by the Company as required under
Section 186 (4) of the Companies Act, 2013 and the aforesaid conversion are contained in
note 40 and note 7(3) to the Standalone Financial Statements which forms part of this
Annual Report.
b. Transactions with Related Parties:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were on arm's length basis, in the ordinary
course of business and in compliance with applicable provisions of the Companies Act, 2013
and Listing Regulations. During Financial Year 2022-23, there were no materially
significant related party transactions by the Company with the Promoters, Directors, Key
Managerial Personnel and other designated persons which may have a potential conflict with
the interest of the Company.
All related party transactions, specifying the nature, value and terms
of the transactions including the arms-length justification, are placed before the Audit
Committee for its approval and a statement of all related party transactions carried out
is placed before the Audit Committee for its review on quarterly basis.
During the year under review, there have been no materially significant
transactions prescribed under Section 188(1) with related parties as defined under Section
2(76) of the Act and accordingly the information as prescribed under Section 134(3) (Rs.)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are
not provided.
c. Risk Management
The Company has defined operational processes to ensure that risks are
identified, and the operating management is responsible for reviewing, identifying and
implementing, mitigation plans for operational and process risk. Key strategic and
business risks are identified, reviewed and managed by senior management team.
d. Internal Financial Controls and their Adequacy
The Company has adequate internal financial controls and processes for
orderly and efficient conduct of the business including safeguarding of assets, prevention
and detection of frauds and errors, ensuring accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The internal audit
plan is dynamic and aligned to the business objectives of the Company and is evaluated by
the Audit Committee periodically and at the end of each financial year.
During the year, such controls were assessed and no reportable material
weakness in the design or operation were observed.
e. Public Deposits:
The Company has not invited or accepted any deposits within the meaning
of Sections 73 and 74 of the Companies Act, 2013 from public during the year under review.
f. Transfer of unclaimed dividend/shares to Investor Education and
Protection Fund:
Pursuant to Section 125(2) of the Act, the Companies are required to
credit to the Investor Education and Protection Fund (IEPF) any amount provided under
clauses (a) to (n), within a period of thirty days of such amount becoming due to be
credited to the fund. Section 124 and Section 125 of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (‘the Rules') mandates that companies transfer dividend that has
remained unclaimed for a period of seven years from unpaid dividend account to IEPF.
Further, the Rules mandate the transfer of shares with respect to the dividend, which has
not been paid or claimed for seven consecutive years or more to IEPF. During the financial
year 2022-23, the Company was not required to deposit any amount, transfer any unclaimed
divided/shares to the Investor Education and Protection Fund.
g. Unclaimed Shares:
Pursuant to Regulation 39 of Listing Regulations, 39153 unclaimed
shares remain outstanding, which were issued pursuant to the Scheme of Arrangement and are
lying in the Suspense account as on March 31, 2023. Necessary steps were taken in
compliance with the Listing Regulations, for sending the necessary reminders to the
claimant of the said shares, at the address available in the database of the Depository/
Company.
h. Transfer to General Reserve:
The Company has not transferred any amount to the General Reserve
during the financial year.
i. Disclosure under Section 197(14) of the Act:
During the financial year 2022-23, the Executive Director of the
Company did not receive any remuneration or commission from Company's subsidiaries.
j. Sexual Harassment:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally,
your Company has constituted Internal Complaints Committee functioning at various
locations to redress complaints regarding sexual harassment.
During the year under review no complaints on sexual harassment were
received.
k. Secretarial Standards:
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
l. Annual Return:
Pursuant to Section 92 of the Act read with Companies (Management &
Administration) Rules, 2014, the annual return of the Company in Form MGT-7 for the year
ended March 31, 2023 can be accessed on the Company's website at www.7RRlearn.com.
m. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016:
Yes Bank Limited had initiated insolvency proceedings against the
Company and Digital Ventures Private Limited ('DVPL') (Subsidiary of the Company) before
Hon'ble National Company Law Tribunal ('NCLT') under Insolvency and Bankruptcy Code, 2016
in respect of corporate guarantee issued by the Company and DVPL upon default in repayment
of credit facilities of various trust.
On December 30, 2022 the Company and Digital Ventures Private Limited
were informed by Yes Bank Limited that it had assigned and transferred the said credit
facilities (refer note 57 of Standalone Financial Statements) to J.C. Flowers Asset
Reconstruction Private Limited (J. C. Flowers).
On February 10, 2023 Hon'ble NCLT, had by an order admitted the Company
in Corporate Insolvency Resolution Process under Insolvency and Bankruptcy 039
Code, 2016 in respect of the application made before it by Yes Bank Limited. An appeal was
filed against the said order of the Hon'ble NCLT by Mr. Surender Singh (Director) before
the Hon'ble National Company Law Appellate Tribunal ('NCLAT').
On February 16, 2023 Hon'ble NCLAT had by an order set aside the order
passed by Hon'ble NCLT on February 10, 2023 against the Company.
Subsequently J. C. Flowers had filed Special Leave Petition (SLP) in
the Hon'ble Supreme Court for setting aside of the order passed by Hon'ble NCLAT on
February 16, 2023. The matter is currently pending for hearing before the Hon'ble Supreme
Court.
MT Educare Limited (Listed Subsidiary of the Company) was admitted to
Corporate Insolvency Resolution Process by an order passed by the Hon'ble NCLT dated
December 16, 2022 and by the said order appointed Mr. Ashwin Bhavanji Shah as the Interim
Resolution Professional (IRP).
Mr. Vipin Choudhry (Director) had challenged the order of Hon'ble NCLT
dated December 16, 2022 before Hon'ble NCLAT, New Delhi. The Hon'ble NCLAT by an order
dated January 6, 2023 had ordered to hold the formation of Committee of Creditors (COC)
till further hearing. There has been continuation of stay on Constitution of COC by
Hon'ble NCLAT from time to time and accordingly the COC is not yet formed.
n. Significant material orders passed by the regulators or Courts:
Further no significant or material orders were passed by the regulators
or courts or tribunals other than as mentioned in point (m) above which impact the going
concern status and Company's operations in future.
o. Material changes and commitments affecting the financial position
between the end of the financial year and the date of the report:
The Company along with DVPL and four trusts/entity have entered into
settlement agreement with J.C Flowers to settle obligations with respect to loans borrowed
by the said four trusts/entity. Till the time the loans are settled in terms thereof and
the legal proceedings initiated in connection therewith are either settled/withdrawn, the
matters covered under the aforesaid legal proceedings shall remain sub-judice. Further, a
settlement agreement with J.C. Flowers has been signed for settlement of obligations in a
time bound manner in respect of the loans borrowed and the matter will continue to be
sub-judice.
There were no other material changes and commitments affecting the
financial position of the Company thathave occurred between the end of the financial year
on March 31,2023 to which the financial statements relate and the date of this report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The Company is engaged in the business of delivering learning solutions
and training to entire spectrum of the society from toddler to teens through its multiple
products. Since this business do not involve any manufacturing activity, most of the
information required to be provided under Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. However,
the information as applicable are given hereunder:
Conservation of Energy:
The Company being a service provider requires minimal energy
consumption and every endeavor has been made to ensure optimal use of energy and avoid
wastages and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its users and business partners,
Company has been constantly active in harnessing and tapping the latest and best
technology in the industry.
12. FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review, there were no Foreign Exchange Earnings
and the particulars of Foreign Exchange out go are given in Note 51(2) of the Standalone
financial statements.
13. HUMAN RESOURCE MANAGEMENT
Human Resource Management remains a top priority for our company, as we
believe that a committed talent pool is the key to achieving excellent business results.
Our constant endeavour is to foster a work culture that promotes collaboration,
innovation, high performance, and agility. This has led us on a path of a new world of
possibilities, requiring us to work on a new set of challenges for a future-ready
workforce. To achieve this, we have adopted a strategic approach of harmonizing people
practices, incorporating the best aspects, aligning with market-best practices, and
building a future-ready organization.
At our company, we acknowledge the critical role of human resources in
driving growth, and we prioritize their satisfaction and well-being. Our HR policies are
designed to attract, retain, and develop the best talent required for the business to
thrive. We invest in regular training programs to ensure that our employees receive skill
upgrades and personal development opportunities at every level of the organization.
Recognizing the value of our talent pool, we strive to retain our best
employees by providing ample growth opportunities. Our focus is on continuous skill
enhancement and development across the workforce. We conduct workshops nationwide to
instill the company's values in our employees' work and behavior.
Our directors express their heartfelt appreciation for the significant
contributions made by all employees. Their competence, dedication, hard work, cooperation,
and support have enabled the company to achieve remarkable milestones consistently. We
remain committed to nurturing our talent pool and fostering a culture of growth and
success within the organization.
Particulars of Employees
The information required under the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 along with the statement showing names and other
particulars of top 10 employees including employees drawing remuneration in excess of the
limits prescribed under the said rules is annexed to this report in "Annexure
E".
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), with
respect to Directors Responsibility Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance
Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended as on
that date, have been prepared on a going concern basis following applicable accounting
standards and that no material departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to these financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023, and, of the profits and loss of the Company for the year
ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
d) Requisite internal financial controls to be followed by the Company
were laid down and that such internal financial controls are adequate and operating
effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
15. CAUTIONARY STATEMENT
Statements in this Report, particularly which relate to the Management
Discussion and Analysis describing the company's objectives, projections, estimates and
expectations may constitute 'forward looking statements' within the meaning of applicable
laws and regulations and actual results may differ materially from those either expressed
or implied. Important factors that could affect the company's operations include
significant political and / or economic environment in India, tax laws, litigations,
interest and other costs.
16. ACKNOWLEDGMENTS
The Directors takes this opportunity to extend their heartfelt
gratitude for the unwavering support provided by the Company's stakeholders, and for the
trust they have placed. The Directors firmly believe that nurturing a strong bond with the
business constituents has been instrumental in the past success and will continue to drive
the Company's future achievements.
The Directors highly value the professionalism and dedication displayed
by all employees across the Company and its subsidiaries. Their significant contributions
at every level have been pivotal in driving the Company's success.
The Board also acknowledges with deep appreciation the cooperation and
support received from various government bodies, including the Central and State
Governments, Ministry of Human Resource Development, Ministry of Finance as well as the
Stock Exchanges and other stakeholders. We are equally thankful to franchisees, business
partners, vendors, bankers, investors, service providers/partners, and other regulatory
and government authorities for their continued trust and collaboration.
The Board further also takes this opportunity to express its deep
gratitude for the continued co-operation and support received from its valued
stakeholders.
For and on behalf of the Board
MANISH RASTOGI
WHOLE-TIME DIRECTOR & CEO DIN:10056027
Date: August 10, 2023 Place: Mumbai
NANETTE D'SA
DIRECTOR DIN:05261531
Annexure A
Disclosures under Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021
Sr. No Particulars |
Details |
1 Relevant disclosures in terms
of the Guidance Note on Accounting for employees share-based payments issued by ICAI or
any other relevant Accounting Standards as prescribed from time to time |
Refer note 17(f) of
Standalone financial statements for the financial year ended March 31,2023 for details. |
2 Diluted EPS on issue of shares
pursuant to all the Schemes covered under the regulations shall be disclosed in accordance
with Accounting Standard 20 - Earning Per Share issued by ICAI or any other relevant
accounting standards as prescribed from time to time |
Diluted EPS as per
Indian Accounting Standards-33 is H (10.97) (Refer note 47 of Standalone financial
statements for details) |
3 Details relating to ESOS |
|
i A description of each ESOS
that existed at any time during the year, including the general terms and conditions of
each ESOS including: |
Presently the
Company has an Employee Stock Option Scheme, namely ZLL ESOP 2010 - AMENDED 2015 ('ZLL
ESOP Scheme') which was amended to align the Scheme in line with the requirements of
Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ('ESOP Regulations') and to provide flexibility to the Nomination & Remuneration
Committee for determination of exercise price. |
a Date of Shareholders
approval |
December 18, 2015 |
b Total No. of Options
approved under ESOP |
1,60,07,451 Stock
Options. |
c Vesting Requirements |
Options granted
under ZLL ESOP Scheme would vest not less than one year and not more than five years from
the date of grant of such options. Vesting of options would be subject to continued
employment/ association with the Company and / or its Subsidiary companies and/or its
Associate companies and/or its holding company and thus the options would vest on passage
of time. In addition to this, the Nomination & Remuneration Committee may also specify
certain performance parameters, if applicable, subject to which the options would vest.
The specific vesting schedule and conditions subject to which vesting would take place
would be outlined in the document given to the option grantee at the time of grant of
options. |
d. Exercise Price or pricing
formula |
The exercise price
shall be equal to the closing market price on the day previous to the grant date or such
other price (minimum being the value equivalent to face value of H 1 per equity share) as
may be decided by the Nomination & Remuneration Committee. |
e Maximum term of Options
granted |
Options granted
under ZLL ESOP Scheme shall be capable of being exercised within a period of four years
from the date of Vesting of the respective Employee Stock Options. By a special resolution
passed by the Members at the Annual General Meeting of the Company held on December 30,
2020 the exercise period for the term of options whether vested or not but yet to be
exercised was extended by four years from the date of approval of shareholders in the
aforesaid Annual General Meeting. |
f Source of shares (primary,
secondary or combination) |
Primary |
g Variation in
terms of Options |
None |
ii Method used to
account for ESOS - Intrinsic or Fair value |
Fair Value |
iii Where the
company opts for expensing of the options using the intrinsic value of the options, the
difference between the employee compensation cost so computed and the employee
compensation cost that shall have been recognized if it had used the fair value of the
options shall be disclosed. The impact of this difference on profits and on EPS of the
company shall also be disclosed. |
Not Applicable as the
Company has accounted for the Stock Option at Fair Value using the Black-Scholes-Merton
Model based on assumptions detailed in note 17 (j) of the standalone financial statements
for financial year 2022-23. |
iv Option movement
during the year |
|
Number of options
outstanding at the beginning of FY 22-23 |
66,95,461 |
Number of Options
granted during FY 22-23 |
4,45,000 |
Number of options
forfeited / lapsed during FY 22-23 |
6,50,345 |
Number of options
vested during FY 22-23 |
4,36,712 |
Number of options
exercised during FY 22-23 |
Nil |
Number of shares
arising as a result of exercise of options |
Nil |
Money realized by
exercise of options (Rs.), if scheme is implemented directly by the company |
Nil |
Loan repaid by the
Trust during the year from exercise price received |
Not Applicable |
Number of options
outstanding at the end of FY 22-23 |
64,90,116 |
Number of options
exercisable (vested) at the end of FY 22-23 |
60,45,116 |
v Weighted-average
exercise prices and weighted-average fair values of options shall be disclosed separately
for options whose exercise price either equals or exceeds or is less than the market price
of the stock |
2.45 |
vi Employee wise
details (name of employee, designation, number of options granted during the year,
exercise price) of options granted to |
Name: Himanshu Yagnik
Designation: Chief Operating Officer No. of options granted: 40000 |
(a) Senior Managerial
Personnel; |
Exercise Price: H 6.64 |
(b) Any other
employee who receives a grant in any one year of option amounting to 5% or more of option
granted during that year; and |
Name: Abha Nair
Designation: Head - Human Resources No. of options granted: 50000
Exercise Price: H 7.20 |
(c) Identified
employees who were granted option, during any one year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and conversions) of the company at the time
of grant |
Name: Anish Shah
Designation: Chief Financial Officer No. of options granted: 40000
Exercise Price: H 7.20 |
|
Name: Manish Rastogi
Designation: Whole-time Director & CEO No. of options granted:
300000 Exercise Price: H 3.12 |
Sr. No Particulars |
Details |
vii A description of the method
and significant assumptions used during the year to estimate the fair value of options
including the following information viz. (a) the weighted-average values of share price,
exercise price, expected volatility, expected option life, expected dividends, the
risk-free interest rate and any other inputs to the model; (b) the method used and the
assumptions made to incorporate the effects of expected early exercise; (c) how expected
volatility was determined, including an explanation of the extent to which expected
volatility was based on historical volatility; and (d) whether and how any other features
of the option grant were incorporated into the measurement of fair value, such as a market
condition |
Refer note 17 (f to k) to the
Notes to standalone financial statements for financial year 2022-23 for description of
method and significant assumptions used to estimate fair value of Options granted during
financial year 2022-23. |
For and on behalf of the Board
MANISH RASTOGI |
NANETTE D'SA |
WHOLE-TIME DIRECTOR & CEO |
DIRECTOR |
DIN:10056027 |
DIN: 05261531 |
Date: August 10, 2023 |
|
Place: Mumbai |
|
Compliance Certificate
[Pursuant to Regulation 13 of the Securities Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021]
To,
The Members of Zee Learn Limited
CIN: L80301MH2010PLC198405
We M P Sanghavi & Associates LLP, Company Secretaries, have been
appointed as Secretarial Auditor of Zee Learn Limited (hereinafter referred to as 'the
Company'), having CIN: L80301MH2010PLC198405 and having its registered office at
Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400018. This certificate
is issued under Securities Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (hereinafter referred to as "the Regulations"),
for the year ended 31st March 2023.
Management Responsibility:
It is the responsibility of the Management of the Company to implement
the ESOP Scheme including designing, maintaining records and devising proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure
that the systems are adequate and operate effectively.
Verification:
As per Special Resolution passed on October 13, 2010, the Company had
implemented an Employee Stock Option Scheme viz. "ZLL - ESOP 2010". The
said Scheme was modified and renamed as "ZLL - ESOP 2010 - AMENDED 2015" (hereinafter
referred to as 'ESOP Scheme') pursuant to Special Resolution passed by Shareholders on
December 18, 2015.
For the purpose of verifying the compliance of the Regulations and
issuing this Certificate, we have examined the following:
1. Copy of ESOP Scheme received from the Company;
2. Copy of In-principal approval granted by BSE Limited (Ref No.
DCS/AMAL/BS/ESOP-IP/083/2012-13 dated 15th May 2012) and National Stock
Exchange of India Limited (Ref No. NSE/ LIST/166674-Z dated 25th April 2012)
for listing of 61,36,930 Equity Shares to be issued pursuant to ESOP Scheme;
3. Copy of In-principal approval granted by BSE Limited (Ref No.
DCS/IPO/MN/ESOP-IP/866/2015-16 dated March 29, 2016) and National Stock Exchange of India
Limited (Ref No. NSE/ LIST/67560 dated March 30, 2016) for listing of 98,70,521 Equity
Shares to be issued pursuant to ESOP Scheme;
4. Articles of Association of the Company;
5. The following Special Resolution(s) passed by the Shareholders in
connection with ESOP Scheme:
(i) On October 13, 2010 authorising implementation of ZLL ESOP 2010
Scheme for issuance of upto 61,36,930 Options;
(ii) On August 08, 2012 extending benefits of ZLL ESOP 2010 to eligible
employees of any present and future subsidiary/holding companies;
(iii) On 18th December 2015 approving modification by
increasing ESOP Pool to 1,60,07,451 Options and renaming the Scheme as ZLL - ESOP 2010 -
AMENDED 2015; and
(iv) On December 30, 2020 approving repricing of outstanding Stock
Options
6. Resolutions passed by the Nomination and Remuneration Committee of
the Board of Directors of the Company during FY 2022-23 on 2nd August 2022, 11th
November 2022 and 24th February 2023 for grant of Stock Options along with
Certificates from Professionals confirming closing price of the Equity Shares of the
Company on Stock Exchanges on a day prior to the date of grant of options.
7. Sample of ESOP Grant Letter along with documents / agreement annexed
thereto issued to the Option Grantees.
8. Audited financial statement for FY 2022-23 including Auditors report
and Notes on financial statement inter alia confirming compliance of relevant Accounting
Standards as prescribed by the Central Government;
9. Exercise Price/Pricing formula as per ESOP Scheme is Market Price as
per the Regulations;
10. ESOP Disclosures for year ended March 31, 2022 uploaded on
Company's website.
Certification:
In our opinion and to the best of our knowledge and according to the
verifications as considered necessary and explanations furnished to us by the Company and
its Officers, we certify that the Company has implemented the ESOP Scheme in accordance
with the applicable provisions of the Regulations and Special Resolution(s) passed by
Shareholders of the Company from time to time.
Assumption & Limitation of Scope and Review:
1. Ensuring the authenticity of documents and information furnished is
the responsibility of the Board of Directors of the Company
2. Our responsibility is to give certificate based upon our examination
of relevant documents and information. It is neither an audit nor an investigation.
3. This certificate is neither an assurance as to the future viability
of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
4. This certificate is solely for your information, and it is not to be
used, circulated, quoted, or otherwise referred to for any purpose other than for the
Regulations.
For M P Sanghavi & Associates LLP
Company Secretaries FRN: L2020MH007000
Mita Sanghavi
Designated Partner FCS: 7205 / CP No: 6364 Peer Review Certificate No:
2972/2023 Date: 10th August, 2023 UDIN: F007205E000750079
Place: Mumbai
Annexure B
Annual Report on Corporate Social Responsibility (CSR) activities for
the financial year 2022-2023
1. Brief outline on CSR Policy of the Company:
The Board of Directors of Zee Learn Limited have pursuant to Section
135 of the Companies Act, 2013 after taking into account the recommendations of the CSR
Committee, approved the CSR Policy of the Company. As per the CSR policy, Education,
Health Care, Women Empowerment and Sports are the focus areas for CSR engagement. Besides
these focus areas, the CSR Policy also allows the Company to undertake such other CSR
activities, as listed in Schedule VII of the Companies Act, 2013, as amended from time to
time. The projects undertaken are within the broad framework of Schedule VII of the
Companies Act, 2013.
2. Composition of CSR Committee:
As at March 31, 2023 the CSR Committee is comprised of the following
three (3) Members: -
Sr. No.
Name of Director |
Designation /
Nature of Directorship |
Number of
meetings of CSR Committee |
| held during the year |
attended during the
year |
1. Ms. Nanette D'sa |
Chairperson/ Independent
Director |
2 |
2 |
2. Mr. Dattatraya Kelkar |
Member/ Independent Director |
2 |
2 |
3. Mr. Roshan Lal Kamboj |
Member/ Independent Director |
2 |
1 |
3. The web-link where Composition of CSR Committee, CSR Policy and CSR
projects approved by the Board are disclosed on the website of the company:
Composition of the CSR committee is available on the Company's website
on - https://zeelearn.com/investor-relations/corporate- governance/
CSR policy of the Company is available on the Company's website on - https://zeelearn.com/wp-content/uploads/CSR-POLICY.pdf
Details of CSR projects undertaken by the Company are available on the
Company's website on - https://7RRlearn.com/wp-contRnt/
uploads/List-of-CSR-Projects-for-FY-2022-23-approved-by-the-Board-1.pdf
4. The details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014: Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amount required for set off for the financial year:
No. FY |
Amount available for
set-off from preceding financial years (in J) |
Amount required to be set-
off for the financial year, if any (in J) |
1 22-23 |
92,369 |
- |
6. Average net profit of the company as per section 135(5): h
49,72,20,954/-
7. (a) Two percent of average net profit of the company as per section
135(5): H 99,44,419/-
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
(c) Amount required to be set off for the financial year: H
92,369/-
(d) Total CSR obligation for the financial year (7a+7b- 7c): H
98,52,050/-
8. (a) CSR amount spent or unspent for the financial year 2022-23:
Total Amount
Spent for the Financial Year. (in lakhs) |
Amount Unspent
(in J)= NIL |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
| Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer. |
1,21,00,000 |
- |
- |
- |
- |
- |
(b) Details of CSR amount spent against ongoing projects for the
financial year:
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
11 |
Sr.
No. |
Name of the Project |
Item from the list of activities
in
Schedule VII to the Act. |
Local
area
(Yes/
No). |
Location of the project.
State District |
Project
duration. |
Amount allocated for the
project (in J). |
Amount spent in the current
financial Year (in J). |
Amount transferred to Unspent
CSR Account for the project as per Section 135(6) (in J) |
Mode of Implementation Direct
(Yes/No) |
Mode of Implementation - Through
Implementing Agency CSR
Name Registration number |
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
1 2 |
3 |
4 |
5 |
6 |
7 |
11 |
Sr. Name of the No.
Project |
Item from the
list of activities in schedule VII to the Act |
Local (Yes/ No). |
Location of the
project. |
|
|
Mode of
implementation - Through implementing agency. |
| State |
District |
Amount
spent for the project (in lakh). |
Mode of implementation - Direct
(Yes/No) |
Name |
CSR
registration
number. |
1. CSR Project |
Promoting
Education |
No |
Karnataka |
Chikkaballapura |
11,00,000 |
No |
Prashanthi Balamandira Trust |
CSR00000226 |
2. CSR Project |
Promoting |
No |
Gujarat |
Ahemdabad |
20,00,000 |
No |
TALEEM Research |
CSR00018659 |
|
Education |
|
|
Mehsana Anand |
|
|
Foundation |
|
3. CSR Project |
Promoting |
No |
Gujarat |
Ahemdabad |
85,00,000 |
No |
Subhash Chandra |
CSR00006618 |
|
Education |
|
Haryana |
Hisar |
5,00,000 |
|
Foundation |
|
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): J 1,21,00,000/-
(g) Excess amount for set off: J 21,55,581/-
Sr. No. Particular |
Amount (in J) |
(i) Two percent of average net
profit of the company as per section 135(5) |
99,44,419 |
(ii) Total amount spent for the
Financial Year |
1,21,00,000 |
(iii) Excess amount spent for the
financial year [(ii)-(i)] |
21,55,581 |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
92,369 |
(v) Amount available for set off
in succeeding financial years[(iii)-(iv)] |
22,47,950 |
9. (a) Details of Unspent CSR amount for the preceding three financial
years
Sr.
No. |
Preceding Financial
Year. |
Amount
transferred to Unspent CSR Account under section 135 (6) (in Rs.) |
Amount spent in the reporting |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any. |
Amount remaining
to be spent in succeeding financial years. (in Rs.) |
| Financial Year (in Rs.). |
Name of the Fund |
Amount (in Rs.). |
Date of transfer. |
1. |
19-20 |
- |
- |
- |
- |
- |
- |
2. |
20-21 |
|
|
Prime Minister's National Relief
Fund |
1,63,14,948 |
28.02.2023 |
|
3. |
21-22 |
- |
- |
- |
- |
- |
- |
Note: For the amount pertaining to FY 19-20 the Company has not
spent the CSR amount of H 1,08,84,647 and the same had been disclosed in the Board's
Report in compliance with the Companies Act, 2013.
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
Sr.
No. |
Project
ID. |
Name of the Project. |
Financial Year in which
the project was commenced. |
Project
duration. |
Total amount allocated for
the project. (in J) |
Amount spent on the
project in the reporting Financial Year. (in Rs.) |
Cumulative amount spent at
the end of reporting Financial Year. (in Rs.) |
Status of the project
Completed / Ongoing. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
10. In case of creation or acquisition of capital asset, furnish
the details relating to the asset so created or acquired through CSR spent in the
financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s): Nil
(b) Amount of CSR spent for creation or acquisition of capital asset: Nil
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc: Nil
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset): Nil
11. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per section 135(5): NA
MANISH RASTOGI |
NANETTE D'SA |
WHOLE-TIME DIRECTOR & CEO |
DIRECTOR |
DIN:10056027 |
DIN: 05261531 |
Annexure C
Management's Reply to Auditor's Qualification
A. The Statutory Auditors qualification/ observation and the
Management's reply on the aforesaid qualification/observation in the Standalone Financial
Statements of the Company for the financial year ended March 31, 2023 is as follows:
1. The Company has investments in its wholly owned subsidiary viz
Digital Ventures Private Limited (DVPL) in the form of Equity shares, Convertible
Debentures and Preference shares (including redemption premium) of H 45,202.62 lakhs, loan
and receivables of H 11,377.05 lakhs aggregating to H 56,579.67 lakhs outstanding as at 31
March 2023. Further, as stated in the said note, the Company had in earlier years given
loan to DVPL to support school operations and on account of delays in recovery of the
loan, the Company had provided H 11,000 lakhs towards impairment loss under the expected
credit loss model against the said loan and the same was shown as Exceptional Item in the
standalone financial results for the quarter/year ended 31 March 2022. As further
explained in the said note, there are ongoing proceedings against DVPL w.r.t. Corporate
Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy
Code, 2016 (IBC) before the Hon'ble National Company Law Tribunal, Mumbai
("NCLT"), and accordingly, the Company out of abundant caution and prudent
accounting practices, has provided H 10,855 lakhs towards impairment of its investments
(including redemption premium) in DVPL and the same has been shown as Exceptional Item
during the quarter/year ended 31 March 2023.
DVPL defaulted in repayment of its loans availed from two lenders and
w.r.t. the said loans, the lenders invoked the Corporate guarantees given by the Company
on behalf of DVPL (Refer note 6 of the Statement). Further, Yes bank Limited had also
invoked Corporate Guarantee issued by the Company and DVPL w.r.t. credit facilities
availed by four trusts/entity, and petitions have been filed by Yes Bank Limited against
the Company and DVPL (as corporate guarantors) initiating Corporate Insolvency Resolution
Process (CIRP) under section 7 of the IBC (Refer note 5 of the Statement). Accordingly,
owing to above events and uncertainties, and further in the absence of sufficient and
appropriate evidence to substantiate management's basis for providing partial amount of H
10,855 lakhs towards impairment of its investment in DVPL, we are unable to comment on the
appropriateness of the balance carrying value of its investment and outstanding
receivables in DVPL and its consequential impact on the net loss, total comprehensive loss
for the quarter/year ended 31 March 2023 and the financial position of the Company as at
31 March 2023.
The Company has investments in its wholly owned subsidiary viz Digital
Ventures Private Limited (DVPL) in the form of Equity shares, Convertible Debentures and
Preference Shares (including redemption premium) of H 45,202.62 lakhs, loan and
receivables of H 11,377.05 lakhs aggregating to H 56,579.67 lakhs as at 31 March 2023.
During earlier years, the Company had given loan to DVPL to support school operations. On
account of delays in recovery of the same (including interest accrued thereon), the
Company during the year ended 31 March 2022 had provided for H 11,000 lakhs towards
impairment loss under the expected credit loss model against the said loan/ receivables
and the said impairment loss was disclosed as an "Exceptional item" in the
standalone financials results for the year ended 31 March 2022. Further, there are ongoing
proceedings against DVPL w.r.t Corporate Insolvency Resolution Process (CIRP) under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the Hon'ble National
Company Law Tribunal (NCLT) Mumbai (Refer Note 5 below). Accordingly, the Company, out of
abundant caution and prudent accounting practices, has provided H 10,855 lakhs towards
impairment of its investments (including premium) and the same has been shown as an
Exceptional Item during the quarter/year ended 31 March 2023.
2. Yes Bank Limited (Yes Bank) had invoked the Corporate Guarantee
issued by the Company and its subsidiary i.e. Digital Ventures Private Limited (DVPL) upon
nonrepayment of credit facilities availed by Four Trusts/ entity, and called upon the
Company and DVPL to make payment of an amount of H 44,962.56 lakhs (including interest and
other charges upto 31 July 2021). As further stated in the note, the Company and DVPL have
received notices from Yes Bank regarding filing of petitions under section 7 of the
Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution
Process (CIRP) of the Company and DVPL (as corporate guarantors) before the Hon'ble
National Company Law Tribunal ("NCLT"), Mumbai. Also as stated in the said note,
Yes Bank vide its letters dated 30 December 2022 has informed the Company and DVPL that it
has assigned and transferred the above credit facilities to J.C. Flowers Asset
Reconstructions Private Limited (J.C. Flowers) and the amount outstanding therein as at 30
November 2022 is H 52,254.63 lakhs (including interest and penal charges). However, the
Company has not received any definitive document in support of such assignment for each of
the credit facilities. As further explained in the said note, on 10 February 2023 the
Hon'ble NCLT admitted the application filed by Yes Bank against the Company and DVPL and
ordered the commencement of the CIRP under the IBC. However, an appeal was filed before
the Hon'ble National Company Law Appellate Tribunal ("NCLAT") by the Company and
NCLAT vide its order dated 16 February 2023 set aside the impugned order dated 10 February
2023 passed by the NCLT and disposed off the appeal in accordance with law. As further
explained in the said note, subsequently J.C. Flowers filed Special Leave Petition (SLP)
in the Hon'ble Supreme Court for setting aside of the final order dated 16 February 2023
passed by NCLAT. On 29 March 2023, the Hon'ble Supreme Court allowed the SLP and stayed
the further proceedings of NCLT and the matter is currently pending for hearing before the
Hon'ble Supreme Court.
As further stated in the said note, the four trusts/entity have started
running their operations effectively under the brick and mortar model and, further since
the above CIRP matter of the Company is sub-judice, and considering revival of education
industry post Covid-19 pandemic, the Company is of the opinion that no liability is
required to be provided as at 31 March 2023.
Despite the above invocation of Corporate Guarantee and further
proceedings of CIRP, the Company has not provided for any liability against the invocation
of the Corporate Guarantee as at 31 March 2023 as required by the applicable Indian
Accounting Standard (Ind AS). Further, in the absence of sufficient and appropriate
evidence to corroborate the management's conclusion on non-recognition of the liability
towards Corporate Guarantee invocation, we are unable to comment upon adjustments, if any,
on the net loss, total comprehensive loss for the quarter/year ended 31 March 2023 and the
financial position of the Company as at 31 March 2023.
In respect of invocation of corporate guarantee of H52,254.63 lakhs.
The said trusts/entity have started running their operations
effectively under the brick and mortar model and since the CIRP matter of the Company is
sub-judice, and considering revival of education industry post Covid-19 pandemic, the
Company is of the opinion that no liability is required to be provided as at 31 March
2023.
3 One of the subsidiaries viz. Digital Ventures Private Limited (DVPL)
had defaulted in repayment of loans availed from two Lenders. In this regard, One of the
Lenders vide its notice dated 14 February 2022 issued to the Company had invoked the
Corporate Guarantee issued by the Company on behalf of DVPL, and called upon the Company
to pay an amount of H 9,162 lakhs outstanding as at 30 June 2021 with further interest
w.e.f. 01 July 2021 as per the terms of the sanction letter. As further stated in said
note, during the year, the Company has also received notice from the other Lender invoking
the Corporate Guarantee issued by the Company on behalf of DVPL, and called upon the
Company to pay an amount of H 2,299.59 lakhs outstanding as at 30 June 2021.
As stated in the said note, Covid-19 Pandemic had caused disruption in
the activities especially in the education sector, however, the schools have opened up and
students are being enrolled. Further as stated in the said note, DVPL has started making
repayment of its loan through an agreed mechanism as per discussions with the Lenders. In
view of above, the Company is of the opinion that no liability is required to be provided
as at 31 March 2023.
However, the Company has not provided for liability against above
invocation of the Corporate Guarantees as at 31 March 2023 as required by the applicable
Indian Accounting Standard (Ind AS). Further, in the absence of sufficient and appropriate
evidence to corroborate management's conclusion on the non-recognition of the liability,
we are unable to comment upon adjustments, if any, on the net loss, total comprehensive
loss for the quarter/year ended 31 March 2023 and the financial position of the Company as
at 31 March 2023.
In respect of invocation of corporate guarantee of H 11,461.59 lakhs.
The Covid-19 pandemic had caused disruption in the activities
especially in the education sector and there were restrictions on carrying out the
operations of schools under the brick and mortar model. However, the schools have opened
up and students are being enrolled in the schools. Further, DVPL has started making
repayment of its loan through an agreed mechanism as per discussions with the Lenders. In
view of above, the Company is of the opinion that no liability is required to be provided
as at 31 March 2023.
B. Further, the Auditors of the Company in their Report have also given
certain qualification on consolidated Financial Statements of the company for the year
ended March 31, 2023. The qualified opinion of the statutory Auditors and the management
reply there to is as follows:-
1) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the consolidated annual financial results of MTEL reported that MTEL
has recognized net deferred tax assets of H 7,548.55 lakhs based on the estimate that
sufficient taxable profits would be available in future years against which deferred tax
assets can be utilized. In the opinion of the other auditor, due to losses during the year
and earlier years and tendency of Corporate Insolvency Resolution Process (CIRP), it is
uncertain that MTEL would achieve sufficient taxable income in the future against which
deferred tax assets can be utilized. Accordingly, the other auditor is unable to obtain
sufficient appropriate audit evidence to corroborate the Management's/ Interim Resolution
Professional's (IRP's) assessment of recognition of deferred tax assets as at 31 March
2023. Had the deferred tax assets not been recognized, the net loss for the year ended 31
March 2023 would have been higher by H 7,548.55 lakhs and net worth as at that date would
have been lower by the said amount. The Other auditor's opinion on the Consolidated annual
financial results of MTEL was also qualified for the year ended 31 March 2022 in respect
of this matter.
Pursuant to an application filed by Connect Residuary Private Limited
before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of
Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations
framed thereunder ("Code"), the NCLT had admitted the application and ordered
the commencement of corporate insolvency resolution process ("CIRP") of MT
Educare Limited ("Corporate Debtor", "the Company) vide its order dated
December 16,2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim resolution
professional for the Corporate Debtor vide its order dated December 16, 2022. Interim
Resolution Professional took charge of the affairs of the corporate debtor on 23rd
December, 2022. Director Mr. Vipin Choudhry challenged the order of Hon'ble NCLT dated
16-12-2022 before Hon'ble NCLAT, New Delhi. The Hon'ble National Company Law Appellate
Tribunal ("NCLAT") by an order dated January 6, 2023 had ordered to hold the
formation of COC till further hearing i.e till 21st February, 2023. There has been
continuation of stay on Constitution of COC by Hon'ble NCLAT from time to time till 26th
May, 2023 and accordingly the COC is not yet formed.
The Business operation of the Corporate Debtor is continued as going
concern. In accordance with IBC Objective, the IRP is required to ensure that business
operation of the Corporate Debtor is continued as going concern as far as possible to
maximise the value of the Corporate Debtor. Since the constitution of COC is not yet
formed, IRP has continued the business as Going Concern.
2) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the audited consolidated annual financial results of MTEL reported
that the MTEL Group has not provided for interest of H 1,200.63 lakhs excluding penal
interest, if any, on outstanding borrowings. Had the interest expenses been recognized,
the net loss for the year ended 31 March 2023 would have been higher by H 1,200.63 lakhs
and net worth as on that date would have been lower by the said amount.
Non-provision of interest is not in compliance with Ind AS 23 "Borrowing Costs".
The Other auditor's opinion on the Consolidated annual financial results of MTEL was also
qualified for the year ended 31 March 2022 in respect of this matter.
In respect of MT Educare Limited (Holding Company) the Secured
creditors have submitted their claims with IRP for the dues till 16th December, 2022. The
Impact recording of Interest liability till 16th December 2022 shall be subject to outcome
of CIRP proceedings of the Holding Company. However, Interest liability post 16th
December, 2022 cannot be recognized as claim shall be submitted by Creditor for dues
including Interest as of 16th December, 2022. And in respect of other entities being
subsidiary companies the similar treatment is continued.
3) Yes Bank Limited (Yes Bank) had invoked the Corporate Guarantee
issued by the Holding Company and its subsidiary i.e. Digital Ventures Private Limited
(DVPL) upon non-repayment of credit facilities availed by Four Trusts/entity, and called
upon the Holding Company and DVPL to make payment of an amount of H 44,962.56 lakhs
(including interest and other charges upto 31 July 2021). As further stated in the note,
the Holding Company and DVPL have received notices from Yes Bank regarding filing of
petitions under section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate
Corporate Insolvency Resolution Process (CIRP) of the Holding Company and DVPL (as
corporate guarantors) before the Hon'ble National Company Law Tribunal ("NCLT"),
Mumbai. Also as stated in the said note, Yes Bank vide its letters dated 30 December 2022
has informed the Holding Company and DVPL that it has assigned and transferred the above
credit facilities to J.C. Flowers Asset Reconstructions Private Limited (J.C. Flowers) and
the amount outstanding therein as at 30 November 2022 is H 52,254.63 lakhs (including
interest and penal charges). However, the Holding Company has not received any definitive
document in support of such assignment for each of the credit facilities. As further
explained in the note, on 10 February 2023 the Hon'ble NCLT admitted the application filed
by Yes Bank against the Holding Company and DVPL and ordered the commencement of the CIRP
under the IBC. However, an appeal was filed before the Hon'ble National Company Law
Appellate Tribunal ("NCLAT") by the Holding Company and NCLAT vide its order
dated 16 February 2023 set aside the impugned order dated 10 February 2023 of NCLT and
disposed off the appeal in accordance with law. As further explained in the said note,
subsequently J.C. Flowers filed Special Leave Petition (SLP) in the Hon'ble Supreme Court
for setting aside of the final order dated 16 February 2023 passed by NCLAT. On 29 March
2023, the Hon'ble Supreme Court allowed the SLP and stayed the further proceedings of NCLT
and the matter is currently pending for hearing before the Hon'ble Supreme Court.
As further stated in the said note, the four trusts/entity have started
running their operations effectively under the brick and mortar model and, further since
the above CIRP matter of the Holding Company is sub-judice, and considering revival of
education industry post Covid-19 pandemic, the Holding Company is of the opinion that no
liability is required to be provided as at 31 March 2023.
Despite the above invocation of Corporate Guarantee and further
proceedings of CIRP, the Holding Company has not provided for liability against the
invocation of the Corporate Guarantee as at 31 March 2023 as required by the applicable
Indian Accounting Standard (Ind AS). Further, in the absence of sufficient and appropriate
evidence to corroborate the management's conclusion on non-recognition of the liability
towards Corporate Guarantee invocation, we are unable to comment upon adjustments, if any,
on the net loss, total comprehensive loss for the quarter/year ended 31 March 2023 and the
financial position of the Company as at 31 March 2023. Our opinion for the quarter/year
ended 31 March 2022 was also qualified in respect of this matter.
The said trusts/entity have started running their operations
effectively under the brick and mortar model and since the CIRP matter of the Holding
Company is sub-judice, and considering revival of education industry post Covid-19
pandemic, the Holding Company is of the opinion that no liability is required to be
provided as at 31 March 2023.
4) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the consolidated annual financial results of MTEL reported that MTEL
has outstanding loans, trade receivables and other receivables of H 8,709.24 lakhs (net of
provisions on consolidated basis) as at 31 March 2023, which are overdue/rescheduled. The
management/IRP envisages the same to be good and recoverable. However, owing to the
aforementioned overdues/rescheduling, the other auditor is unable to comment upon
adjustments, if any, that may be required to the carrying value of the said outstanding
amounts and the consequential impact on the consolidated annual financial results of MTEL.
The Other auditor's opinion on the Consolidated annual financial results of MTEL was also
qualified for the year ended 31 March 2022 in respect of this matter.
The management is of the opinion that the parties are facing
difficulties in ramping the business which has resulted in deferment of recovery process
beyond what has been envisaged. We anticipate progress in business in the coming quarters
which will enable recovery of the receivables in an orderly manner. At this present
juncture, the management considers the outstanding dues to be good and recoverable.
5) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the audited consolidated annual financial results of MTEL reported
regarding admission of MTEL into CIRP and pending determination of obligations and
liabilities with regard to various claims submitted by the operational/financial/other
creditors and employees including claims for guarantee obligation and interest payable on
loans. The other auditor is unable to comment on adjustments, if any, pending
reconciliation and determination of final obligation.
The Claim submission and upgradation till finalisation of resolution
plan is dynamic process and subject to approval of Committee of Creditors (COC's). The
Constitution of COC is stayed by Hon'ble NCLAT till 26th May, 2023
6) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the audited consolidated annual financial results of MTEL reported
that the other auditor has not received bank statement and confirmation of amounts for the
balances lying current account of H 12.96 lakhs. In the absence of sufficient appropriate
audit evidence, the other auditor is unable to determine any possible impact thereof on
the loss for the year ended 31 March 2023 and on the carrying value of cash and cash
equivalents as at that date.
These are old and non-operative bank accounts wherein there no
transactions during the year and which will not have any material impact
7) In one of the subsidiaries viz. MT Educare Limited (MTEL), the other
auditor who audited the audited consolidated annual financial results of MTEL reported
that in the absence of comprehensive review of carrying amount of certain assets (loans
and advances, balances with government authorities, deposits, trade and other receivables)
and liabilities, the other auditor is unable to comment upon adjustments, if any, that may
be required to the carrying amount of such assets and liabilities and consequential
impact, if any, on the reported losses for the quarter and the year ended 31 March 2023.
Non-determination of fair value of financial assets and liabilities are not in compliance
with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions,
Contingent Liabilities and Contingent Assets".
The Company had made excess provision in the earlier years and
adjustments of provision to various loans and advances, balances with government
authorities, deposits, trade and other receivables shall be subject to approval of COC's
which is not yet constituted. Further deposit with Government Authorities in respect of
disputed matter is subject to outcome of dispute.
ANNEXURE D-1
FORM NO MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Zee Learn Limited
CIN: L80301MH2010PLC198405
We have conducted Secretarial audit for the compliance of applicable
statutory provisions and the adherence to good corporate practices by Zee Learn Limited
(hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conduct/statutory compliances
and expressing our opinion thereon.
Auditor's Responsibility:
Our responsibility is to express an opinion on the compliance of the
applicable laws and maintenance of records based on audit. We have conducted the audit in
accordance with the applicable Auditing Standards issued by The Institute of Company
Secretaries of India. The Auditing Standards requires that the Auditor shall comply with
statutory and regulatory requirements and plan and perform the audit to obtain reasonable
assurance about compliance with applicable laws and maintenance of records.
Due to the inherent limitations of audit including internal, financial
and operating controls, there is an unavoidable risk that some material misstatements or
material non-compliances may not be detected, even though the audit is properly planned
and performed in accordance with the Standards.
Unmodified Opinion:
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company, the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial audit, the explanations and clarification given to us and the
representations made by the Management, We hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023,
generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records made available to us and maintained by the Company for the
financial year ended on March 31, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA1)
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, if any in the Company; - Not applicable during the Audit
Period
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'): -
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; Not applicable during the Audit Period
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; applicable during the Audit Period
c. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'); applicable during the
Audit Period
d. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 - Not applicable during the Audit Period
e. The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; applicable during the Audit Period
f. The Securities and Exchange Board of India (Issue and Listing of Non
Convertible Securities) Regulations, 2021 - Not applicable during the Audit Period
g. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993, regarding the Companies Act 2013 and dealing
with client;
h. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations 2021- Not applicable during the Audit Period
i. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 - Not applicable during the Audit Period
vi. The following laws specifically applicable to the industry to which
the Company belongs, as identified, and compliance whereof as confirmed, by the
management:
a. Employee Provident Fund and Miscellaneous Provisions Act, 1952
b. Employee State Insurance Act, 1948
c. Employees Liability Act, 1938
d. Equal Remuneration Act, 1976
e. Maternity Benefits Act, 1961
f. Minimum Wages Act, 1948
g. Payment of Bonus Act, 1965
h. Payment of Gratuity Act 1972
i. Payment of Wages Act, 1936 and other applicable Laws
j. The Bombay Shop Establishments Act, 1948
k. Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
We have also examined compliance with the applicable requirements of
the following:
a. Secretarial Standards issued by the Institute of Company Secretaries
of India with respect to board and general meetings.
b. The Listing Agreements entered by the Company with National Stock
Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the Audit period under review, based on the said verifications
and as per representations and clarifications provided by the management, we confirm that
the Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards etc. as mentioned hereinabove.
We further report that compliance of applicable financial laws
including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit
since the same has been subject to review by the Statutory Auditors and other designated
professionals.
We further report that as confirmed by Company Management, the Company
is under no obligation to comply with the provisions of Right to Education Act 2005 and
the said provisions are required to be complied by franchisees as per the franchise
agreement(s).
We further report that:
As at March 31,2023, the Board of Directors of the Company was duly
constituted with proper balance of Executive Directors, Non Executive Directors and
Independent Directors. The changes in composition of Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act.
Except for meeting(s) convened and held at shorter notice, adequate
notice was given to all Directors to schedule the Board Meetings, agenda and detailed
notes on agenda were generally sent at least seven days in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting for meaningful participation at the meeting. As represented by the Management
and recorded in the Minutes the decision at the Board Meetings were taken unanimously.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines etc.
We further report that during the Audit Period, the following material
events had occurred which had bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations and guidelines:
- Company has submitted disclosures to the Stock Exchanges under
Regulation 30, on
a. April 25, 2022, informing that Yes Bank Limited had filed a petition
under Section 7 of the Insolvency and Bankruptcy Code, 2016 for initiating Corporate
Insolvency Resolution Process on the Company before Hon'ble National Company Law Tribunal,
Mumbai Bench. The total claim of Yes Bank Limited in the said Petition was H 468 Crores.
b. December 7, 2022, informing that Yes Bank has filed a petition under
Section 7 of the Insolvency and Bankruptcy Code, 2016 for initiating Corporate Insolvency
Resolution Process of Digital Ventures Private Limited (Wholly owned Subsidiary of Zee
Learn Limited) before the Hon'ble National Company Law Tribunal, Mumbai.
c. December 19, 2022 informing admission of MT Educare Limited
(Material Subsidiary of Zee Learn Limited) in Corporate Insolvency Resolution Process by
Hon'ble National Company Law Tribunal, Mumbai Bench and appointment of Interim Resolution
Professional under Section 9 of the Insolvency and Bankruptcy Code, 2016.
d. February 10, 2023 informing the order pronounced by Hon'ble National
Company Law Tribunal, Mumbai Bench regarding admission of the Company in Corporate
Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016
on application filed by the Yes Bank.
e. February 13, 2023 informing about public announcement under
Regulation 6 of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016 published in the Financial Express (English
Newspaper) and Navakal (Marathi Newspaper)
f. February 17, 2023 informing Hon'ble NCLAT vide order dated February
16, 2023 directed to allow an appeal filed by Mr. Surender Singh the then suspended
Director of the Company and set aside the NCLT Admission Order. Resultantly, the Board of
the Company is out of suspension and stands reinstated.
- Company had submitted disclosure to the Stock Exchanges regarding
notice from Tamilnad Mercantile Bank Limited for invocation of Corporate Guarantee
amounting to H 22.99 Crores granted in favour of Digital Venture Private Limited.
- Mr. Ritesh Handa resigned as Whole-time Director and CEO and Mr.
Manish Rastogi was appointed as Whole-time Director and CEO of the Company.
- Unsecured Loans aggregating to H 115.79 Crores provided by the
Company to Digital Ventures Private Limited as wholly owned subsidiary, in past, were
converted into 11,57,88,924 - 0.1% Optionally Convertible Debentures of H 10 each.
For M P Sanghavi & Associates LLP
Company Secretaries FRN: L2020MH007000
Mita Sanghavi
Designated Partner FCS: 7205 / CP No: 6364 Peer Review Certificate No:
2972/2023 Date: 10th August, 2023 UDIN: F007205E000750081
Place: Mumbai
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report
To,
The Members,
Zee Learn Limited
CIN: L80301MH2010PLC198405
Our Secretarial Audit report for financial year ended on March 31,
2023, of even date is to be read along with this letter.
i. Maintenance of secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on audit.
ii. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification, including verification of electronic records, was
done on test basis to ensure that correct facts are reflected in secretarial records. We
believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
iii. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company. Further the compliance of
applicable financial laws including Direct and Indirect Tax laws by the Company has not
been reviewed in this Audit since the same has been subject to review by the Statutory
Auditors and other designated professionals.
iv. Wherever required, we have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
v. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of the management. Our
examination was limited to the verification of procedure on test basis.
vi. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For M P Sanghavi & Associates LLP
Company Secretaries FRN: L2020MH007000
Date: 10th August, 2023 Place: Mumbai
Mita Sanghavi
Designated Partner FCS: 7205 / CP No: 6364 Peer Review Certificate No:
2972/2023 UDIN: F007205E000750081
ANNEXURE D-2
FORM NO MR-3
SECRETARIAL AUDIT REPORT
For the financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
DIGITAL VENTURES PRIVATE LIMITED
CIN No- U72900MH2006PTC165215
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Digital Ventures
Private Limited (hereinafter called the Company), a Material Subsidiary of M/s. Zee
Learn Limited, a Listed entity, in compliance with the requirements of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Auditor's Responsibility:
Our responsibility is to express an opinion on the compliance of the
applicable laws and maintenance of records based on audit. We have conducted the audit in
accordance with the applicable Auditing Standards issued by The Institute of Company
Secretaries of India. The Auditing Standards require that the Auditor shall comply with
statutory and regulatory requirements and plan and perform the audit to obtain reasonable
assurance about compliance with applicable laws and maintenance of records.
Due to the inherent limitations of audit including internal, financial
and operating controls, there is an unavoidable risk that some material misstatements or
material non-compliances may not be detected, even though the audit is properly planned
and performed in accordance with the Standards.
Modified Opinion:
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, the explanations and clarification given to me
and the representations made by the Management, we hereby report that in our opinion, the
Company has, during the audit period covering the financial year ended on
March 31,2023, generally complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulations) Act, 1956 ('SCRA') and the
rules made thereunder
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder; - - Not Applicable to the Company during the Audit Period
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; - Not Applicable to the Company during the
Audit Period
(v) The following regulations and guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act)
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 - Not Applicable to the Company during the
Audit Period
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; - Not Applicable to the Company during the Audit Period
c) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'): Not Applicable to the
Company during the Audit Period
d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; - Not Applicable to the Company during the
Audit Period
e) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; - Not Applicable to the Company during the
Audit Period
f) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; - Not Applicable to the Company during the
Audit Period
g) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing
with client; - Not Applicable to the Company during the Audit Period
h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; - Not Applicable to the Company during the Audit Period; and
i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018. - Not Applicable to the Company during the Audit Period
(vi) As identified, no law is specifically applicable to the industry
to which the Company belongs.
We have also examined compliance with the applicable clauses of the
Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India.
During the Audit period under review, based on the said verifications
and as per representations and clarifications provided by the management, We confirm that
the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. as mentioned hereinabove, subject to following observation:
(i) The Company being subsidiary of a Public Limited, is required to
have minimum of 3 Directors as per Section 149 of the Companies Act, 2013. As at
March 31, 2023, the Board of Directors of the Company comprised of only 2 (two) Directors
as against minimum mandated 3 (three) and therefore violated Section 149 of the Companies
Act, 2013.
We further report that
- As mentioned in observation (1) above, the constitution of Board of
Directors of the Company as at March 31, 2023 was not in compliance with the requirements
of Section 149 of the Companies Act, 2013. There were no changes in the composition of the
Board of Directors that took place during the period under review.
- Except for meetings held at shorter notice, adequate notice was given
to all directors to schedule the Board Meetings. Agenda and detailed notes to agenda were
sent at least seven days in advance and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting. Majority decisions is carried through while the dissenting
Member's views, if any, were captured and recorded as part of Minutes.
Based on management confirmation, We further report that there are
adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
We further report that during the Audit period, following material
event that had occurred, which had a bearing on the Company's affairs in pursuance of the
above referred laws, rules, regulations and guidelines.
- The Company continued to be in default in repayment of loans due to
consortium led by Axis Bank Limited and to Tamilnad Mercantile Bank Limited and the said
loans have been classified as Non-Performing Asset by the said Banks. Axis Bank had
invoked Corporate Guarantee issued by the Holding Company, Zee Learn Limited in connection
with facilities availed by the Company.
- Yes Bank Limited vide during the previous year invoked Corporate
Guarantee upon non-repayment of Credit facilities availed by four trusts/entity and called
upon company to make the payment.
For M P SANGHAVI & ASSOCIATES LLP
Company Secretaries (FRN: L2020MH007000)
Mita Sanghavi
Designated Partner
Date: 8th August, 2023 FCS No-7205 CP No- 6364
Place: Mumbai UDIN: F007205E000749859
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report
To,
The Members,
DIGITAL VENTURES PRIVATE LIMITED
CIN U72900MH2006PTC165215
Our Secretarial Audit report for financial year ended on March 31,
2023, of even date is to be read along with this letter.
i. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on audit.
ii. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification, including verification of electronic record, was
done on test basis to ensure that correct facts are reflected in secretarial records. We
believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
iii. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company. Further the compliance of
applicable financial laws including Direct and Indirect Tax laws by the Company has not
been reviewed in this Audit since the same has been subject to review by the Statutory
Auditors and other designated professionals.
iv. Wherever required, we have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
v. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of the management. Our
examination was limited to the verification of procedure on test basis.
vi. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For M P SANGHAVI & ASSOCIATES LLP
Company Secretaries (FRN: L2020MH007000)
Mita Sanghavi
Designated Partner
Date: 8th August, 2023 Place: Mumbai
FCS No-7205 CP No- 6364 UDIN:F007205E000749859
ANNEXURE D-3
FORM NO MR-3
SECRETARIAL AUDIT REPORT
For the financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
LIBERIUM GLOBAL RESOURCES PRIVATE LIMITED
CIN U74999MH2017PTC293021
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Liberium Global
Resources Private Limited (hereinafter called 'the company'), a Material Subsidiary of
M/s. Zee Learn Limited, a Listed entity, as per the requirements of Regulation 24A of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/ statutory compliances and
expressing my opinion thereon.
Auditor's Responsibility:
Our responsibility is to express an opinion on the compliance of the
applicable laws and maintenance of records based on audit. We have conducted the audit in
accordance with the applicable Auditing Standards issued by The Institute of Company
Secretaries of India. The Auditing Standards require that the Auditor shall comply with
statutory and regulatory requirements and plan and perform the audit to obtain reasonable
assurance about compliance with applicable laws and maintenance of records.
Due to the inherent limitations of audit including internal, financial
and operating controls, there is an unavoidable risk that some material misstatements or
material non-compliances may not be detected, even though the audit is properly planned
and performed in accordance with the Standards.
Unmodified Opinion:
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the company and sent to us for
verification electronically and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit,
the explanations and clarification given to me and the representations made by the
Management, We hereby report that in our opinion, the company has, during the audit period
covering the financial year ended on March 31, 2023, generally complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance- mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulations) Act, 1956 ('SCRA') and the
rules made thereunder
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder; - Not Applicable to the Company during the Audit Period
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; - Not Applicable to the Company during the
Audit Period
(v) The following regulations and guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act)
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 - Not Applicable to the Company during the
Audit Period
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; - Not Applicable to the Company during the Audit Period
c) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'): Not Applicable to the
Company during the Audit Period
d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; - Not Applicable to the Company during the
Audit Period
e) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; - Not Applicable to the Company during the
Audit Period
f) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; - Not Applicable to the Company during the
Audit Period
g) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing
with client; - Not Applicable to the Company during the Audit Period
h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; - Not Applicable to the Company during the Audit Period; and
i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018. - Not Applicable to the Company during the Audit Period
(vi) As identified, no law is specifically applicable to the industry
to which the Company belongs.
We have also examined compliance with the applicable clauses of the
Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India.
During the period under review, based on the said verifications and as
per representations and clarifications provided by the management, we confirm that the
Company has complied with the provisions of the Act, Rules, Guidelines, Standards etc. as
mentioned hereinabove.
We further report that
- The Board of Directors is duly constituted as at March 31, 2023. The
changes in the composition of the Board of Directors that took place during the year under
review were carried out in compliance with the provisions of the Act.
- Adequate notice was given to all directors to schedule the Board
Meetings. Agenda and detailed notes on agenda wherever applicable were sent at least seven
days in advance and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting. As recorded in the Minutes the decision taken at the Board Meetings and
Meetings of Board Committees were unanimous.
Based on Management confirmation, we further report that, there are
adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
We further report that there was no material event during the Audit
Period. which had bearing on the Company's affairs in pursuance of the above referred
laws, rules, regulations and guidelines. We further report that in the Annual Return of
the Company for FY 21-22, there was an error in number of shareholders at the beginning
and end of the year, though list of Shareholders and transfers was correctly attached to
the Annual Return.
For M P SANGHAVI & ASSOCIATES LLP
Company Secretaries (FRN: L2020MH007000)
Mita Sanghavi
Designated Partner FCS No-7205 CP No- 6364 Peer Review Certificate No:
2972/2023 Date: 8th August 2023 UDIN: F007205E000749837
Place: Mumbai
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report
To,
The Members,
LIBERIUM GLOBAL RESOURCES PRIVATE LIMITED
CIN U74999MH2017PTC293021
Our Secretarial Audit report for financial year ended on March 31,
2023, of even date is to be read along with this letter.
i. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on audit.
ii. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification, including verification of electronic record, was
done on test basis to ensure that correct facts are reflected in secretarial records. We
believe that the processes and practices, We followed provide a reasonable basis for our
opinion.
iii. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company. Further the compliance of
applicable financial laws including Direct and Indirect Tax laws by the Company has not
been reviewed in this Audit since the same has been subject to review by the Statutory
Auditors and other designated professionals.
iv. Wherever required, We have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
v. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of the management. Our
examination was limited to the verification of procedure on test basis.
vi. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For M P SANGHAVI & ASSOCIATES LLP
Company Secretaries (FRN: L2020MH007000)
Mita Sanghavi
Designated Partner FCS No-7205 CP No- 6364
Date: 8th August 2023 Place: Mumbai
Peer Review Certificate No: 2972/2023
UDIN: F007205E000749837
Annexure - E
PARTICULARS OF REMUNERATION OF EMPLOYEES
{Pursuant to Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014}
A. Particulars of increase in remuneration of each Director and Key
Managerial personnel (KMP) during the financial year 2022-23 along with Ratio of
remuneration of Directors to the Median remuneration of employees:
Name of Director/ Key
Managerial Personnel |
Percentage increase in
remuneration |
Ratio of Director's
remuneration to median remuneration |
Executive Directors |
1 Mr. Manish Rastogi |
NA |
NA |
2 Mr. Ritesh Handa |
NA |
18.7:1 |
Non- Executive Directors |
Mr. Surender Singh |
- |
- |
Independent Directors |
Mr. Dattatraya Kelkar |
- |
- |
Ms. Nanette D'sa |
- |
- |
Mr. Roshan Lal Kamboj |
- |
- |
Mr. Karunn Kandoi |
- |
- |
Key Managerial Personnel |
1 Mr. Manish Rastogi |
NA |
NA |
2 Mr. Ritesh Handa |
NA |
NA |
3 Mr. Anish Shah |
NA |
NA |
4 Mr. Anil Gupta |
NA |
NA |
Note:
The percentage increase in remuneration refers to the percentage
increase in remuneration from FY 2021-22. The remuneration of the Non-Executive Directors
excludes Sitting Fees. Non-Executive Directors Remuneration represents Commission for
financial year 2022-23 and percentage increase is compared with Commission for financial
year 2021-22 (annualized, if for a part of the year). Percentage increase in Remuneration
is not applicable for Executive Director and KMP who were appointed/resigned during the
financial years 2021-22 and 2022-23.
The Directors have not received any commission for the financial year
2022-23
1. Mr. Manish Rastogi was appointed as Chief Executive Officer w.e.f
February 24, 2023, and as the Whole-time Director w.e.f March 22, 2023.
2. Mr. Ritesh Handa resigned as the Whole-time Director and Chief
Executive Officer w.e.f. February 16, 2023.
3. Mr. Anish Shah was appointed as the Chief Financial Officer w.e.f
January 18, 2022.
4. Mr. Anil Gupta was appointed as the Company Secretary and Compliance
Officer w.e.f June 29, 2021.
Sr. |
|
No. Requirements |
Disclosure |
1 The Percentage increase in median remuneration 3.9 of employees in
Financial Year
2 Number of permanent employees on the rolls of 261 (As on March 31,
2023) the Company
Sr. No. Requirements |
Disclosure |
3. Average percentile increase
already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration |
The Company follows a market
benchmarking process to determine the salary increments across all levels of the Company.
Average percentage increase made in the salaries of employees other than
the managerial personnel in the Financial Year i.e. 202122 was 7.5% whereas the increase
in the managerial remuneration for the Financial Year 2021-22 was 8.3%. |
4. Affirmation that the
remuneration is as per the remuneration policy of the Company. |
The Company affirms that the
remuneration is as per the remuneration policy of the Company. |
*Perquisite values on ESOP exercised by employees have not been
included for this calculation
B. Particulars of Employees
1. Particulars of top ten (10) employees in terms of Remuneration drawn
including employees drawing remuneration in excess of J 8.50 lakhs per month or Rs.1.02
Crores per annum during FY 2022-23.
Sr. No Employee
Name |
Age |
Designation |
Qualification |
Total
Exp |
Remuneration |
Date of Joining |
Last
Employment |
1 Manish Rastogi |
56 |
Whole-time Director &
Chief Executive Officer |
B.Tech, PGDM |
31 |
32,07,942 |
24.02.2023 |
Vibgyor Group of Schools |
2 Ritesh Handa |
48 |
Whole-time Director &
Chief Executive Officer |
B.Com, MBA & CA |
27 |
1,12,35,364 |
14.06.2021 |
ALS Satellite Education
Private Limited |
3 Himanshu Yagnik |
47 |
Chief Operating Officer |
B.Com, MAPRM |
17 |
55,04,088 |
11.04.2022 |
GECOM International Private
Limited |
4 Abha Nair |
51 |
Head-Human Resources |
B.A, Masters in Personnel
Management |
22 |
24,09,334 |
12.09.2022 |
Spykar Lifestyles Private
Limited |
5 Anish Shah |
49 |
Chief Financial Officer |
B.com & CA |
25 |
32,56,608 |
18.01.2022 |
IL&FS |
6 Vivek Bhanot |
49 |
Chief Growth Officer |
B.Sc, MBA |
27 |
39,72,007 |
03.11.2017 |
Millennium Education Management
Private Limited |
7 Santosh Gupta |
46 |
Head-Information Technology |
M.Com, MCA |
25 |
27,62,110 |
11.12.2009 |
Capgemini India Private
Limited |
8 Vikas Srivastava |
46 |
National Manager - MLZS |
B.Sc, PGDBA |
23 |
15,31,404 |
01.09.2022 |
Lighthouse Learning Private
Limited |
9 Hardik Shah |
33 |
Business Head - COCO |
B.Com & CA |
10 |
26,49,050 |
01.09.2021 |
Service Saathi |
10 Kingston Dsouza |
57 |
National Academic Manager -
Kidzee |
MA, B. Phil & B.Ed |
30 |
23,00,613 |
15.11.2010 |
Mount Mary High School |
2. Employed for part of the year and in receipt of remuneration
aggregating J8.50 lacs per month.
Sr. No Employee
Name |
Age |
Designation |
Qualification |
Total
Exp |
Remuneration |
Date of Joining |
Last
Employment |
1 Manish Rastogi |
56 |
Whole-time Director &
Chief Executive Officer |
B.Tech, PGDM |
31 |
32,07,942 |
24.02.2023 |
Vibgyor Group of Schools |
2 Ritesh Handa |
48 |
Whole-time Director & Chief
Executive Officer |
B.Com, MBA & CA |
27 |
1,12,35,364 |
14.06.2021 |
ALS Satellite Education Private
Limited |
Note:
• All appointments are contractual and terminable by notice on
either side.
• Remuneration includes Salary, Allowances, Variable Pay,
Company's contribution to Provident Fund, Medical Benefits, Leave Travel Allowance &
other perquisites and benefits valued as per Income Tax Act, 1961 and in case of employees
resigned during the year the remuneration includes terminal benefits.
• Performance Linked Incentive: The Performance Linked Incentive
of employees is based on clearly laid out criteria and measures, which are linked to the
desired performance and business objectives of the organization.
• None of the Employees hold 2% or more of the Equity Shares of
the Company.
1. Mr. Manish Rastogi was appointed as Chief Executive Officer w.e.f
February 24, 2023, and as the Whole-time Director w.e.f March 22, 2023.
2. Mr. Ritesh Handa resigned as the Whole-time Director and Chief
Executive Officer w.e.f. February 16, 2023.
3. Mr. Himanshu Yagnik; Chief Operating Officer was appointed w.e.f.
April 11, 2022.
4. Mrs. Abha Nair, Head - Human Resources was appointed w.e.f September
12, 2022
5. Mr. Vikas Srivastava, National Manager - MLZS was Appointed w.e.f.
September 1,2022.
6. Mr. Hardik Shah; Business Head-COCO resigned w.e.f. July 31,2023.
EXTRACT OF REMUNERATION POLICY
The Board has approved a policy for Remuneration for Director(s) and
Employees of the Company which inter alia includes:
i) Objective:
This Policy aims to attract, retain and motivate the Members of the
Board of Directors, Senior Managers viz: CEO, and other employees who are at one level
below the Key Managerial Personnel or Functional Heads of the Company, by remunerating
them reasonably and sufficiently so as to run the operations of the Company successfully.
The Policy reflects the Company's objectives for good corporate governance as well as
sustained long-term value creation for shareholders.
ii) Guiding Principles:
The guiding principle of this Policy is that the remuneration and other
terms of engagement / employment shall be competitive enough to ensure that the Company is
in a position to attract, retain and motivate right kind of human resource(s) for
achieving the desired growth set by the Company's management year on year thereby creating
long term value for all stakeholders of the Company.
While designing the remuneration package, efforts are to be made to
ensure that the remuneration matches the level in comparable companies, whilst also taking
into consideration requisite competencies, qualifications, industry experience, efforts
required and the scope of the work.
The Nomination and Remuneration Committee while considering a
remuneration package shall ensure balance between fixed and incentive pay reflecting short
and long term performance objectives appropriate to the working of the company and its
goals.
The Nomination and Remuneration Committee believes that a successful
remuneration policy must ensure that a significant part of the remuneration package should
be linked to the achievement of corporate performance targets and a strong alignment of
interest with stakeholders.
iii) Remuneration of Executive Members on the Board:
Any Executive Member(s) on the Board shall be paid remuneration which
shall comprise of fixed monthly basic salary, perquisites such as House Rent Allowance or
furnished / unfurnished housing accommodation in lieu thereof, car with or without
chauffeur, telephone for office as well as personal use, reimbursement of medical
expenses,
leave travel allowance, club membership, stock options, statutory and
non-statutory allowances such as education allowances, personal allowances, travel
allowances, subscription allowances etc. as may be recommended by the Nomination and
Remuneration Committee / Board of Directors and approved by the Members of the Company
from time to time.
However, the overall remuneration of executive member(s) on the Board,
where there are more than one, shall not exceed 10% of the net profit calculated in the
manner provided under the Companies Act, 2013 and Rules framed thereunder, and shall not
exceed 5% in case there is only one executive member on the Board. In the event of loss or
inadequacy of profit in any financial year during the currency of tenure of services of an
executive member of the Board, the payment of remuneration shall be governed by the
applicable limits prescribed under the Companies Act, 2013 and Rules framed thereunder, as
amended from time to time, however such applicable limits will not apply to Executive
Directors working in the capacity of Professional Directors, to that extent.
Executive Members of the Board including the Managing Director, if any,
shall be employed under service contracts for a period not exceeding 5 (five) years at a
time, on the terms & other conditions and remuneration as recommended by the
Nomination and Remuneration Committee and approved by the Members of the Company at the
General Meeting(s). Executive members of the Board shall not be eligible to receive any
sitting fees for attending any meeting of the Board of Directors or Committee thereof.
iv) Remuneration of Non-Executive Members of the Board:
The remuneration payable to Non-Executive Directors will be decided by
Nomination and Remuneration Committee and approved by the Board from time to time.
The Non -Executive members / Independent Directors of the Board shall
be eligible for sitting fees for attending the meetings of the Board and/ or Committees
thereof, excluding Stakeholders Relationship Committee and Finance Sub- committee and
reimbursement of expenses for participation in the Board and other meetings.
The remuneration payable to the Non-Executive member(s) / Independent
Directors of the Board shall be limited to a fixed amount of Commission each year, as may
be determined and approved by the Board based on the time devoted, contribution made in
the progress and guiding the Company for future growth. Aggregate of such sum shall not
exceed
1% of net profit of the year on a stand-alone basis or such sum as may
be prescribed by the Government from time to time, calculated in accordance with the
provisions of the Companies Act, 2013 and relevant rules framed thereunder. The
performance of the non-executive members of the Board shall be reviewed by the Board on an
annual basis.
The Non-Executive Directors shall be eligible for ESOPs as per the ESOP
Scheme of the Company as approved by the Nomination and Remuneration Committee from time
to time.
Independent Directors of the Company shall not be entitled to any stock
option issued or proposed to be issued by the Company.
v) Remuneration of Executive Management comprising of Senior Management
& Key Managerial Personnel:
The Company believes that a combination of fixed and performance-linked
pay to the Executive Management shall ensure that the company can attract and retain key
employees. The performance-linked incentive based on Company performance and performance
of the employee concerned each year shall be considered and approved by the Nomination
& Compensation Committee, annually inter- alia for the Executive Management.
Additionally, subject to appropriate approval of shareholders, the Company may consider
issuance of stock options to Senior Management.
The Nomination & Compensation Committee will from time to time
consider proposals concerning the appointment and remuneration of the Key Managerial
Personnel and ensure that the proposed remuneration is in line with industry standards in
comparable companies. Such proposals then shall be submitted to the Board for approval.
The remuneration of the members of the Executive Management may consist of the following
components:
• Basic salary and Allowances
• Performance linked incentive / bonus
• Stock options
• Perquisites as per rules of the Company including Company car,
telephone etc.
Executive Management shall not be eligible to receive any remuneration,
including sitting fees, for directorships held in any other Group Companies, whether
listed or otherwise.
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