Navneet Annual Report 2016
Navneet Annual Report 2016
Navneet Annual Report 2016
Corporate Information
Chairmans Communiqu
12
Performance Indicators
17
18
19
Notice
20
Directors Report
24
46
Balance Sheet
52
53
54
56
58
79
Corporate Information
Kamlesh S. Vikamsey
Board of Directors
Chairman
Registered Office
Navneet Bhavan, Bhavani Shankar Road,
Gnanesh D. Gala
Managing Director
Dadar (West),
Raju H. Gala
Bipin A. Gala
Anil D. Gala
Shailendra J. Gala
Atul J. Shethia
Director
Nilesh S. Vikamsey
Director
Tushar K. Jani
Director
Director
Usha Laxman
Director
Company Secretary
Amit D. Buch
Chief Financial Officer
Deepak L. Kaku
Auditors
GBCA & Associates
Chartered Accountants, Mumbai
Bankers
ICICI Bank Ltd.
The Hongkong and Shanghai Banking Corporation Ltd.
DBS Bank Ltd.
Kotak Mahindra Bank Ltd.
HDFC Bank Ltd.
BNP Paribas
Standard Chartered Bank
Commonwealth Bank of Australia
Chairmans Communiqu
In my last years letter to you, I had mentioned that the company the
company will strive to achieve higher numbers year on year. Regrettably,
this has not happened in FY 2015-16. Apart from several factors
contributing to de-growth, we would consider this year as a year of
consolidation at company and its subsidiary levels.
Despite the bleak year, we did have a couple of bright spots on the
horizon, notably the increase in the CBSE and Children & General Books
and also Stationery Exports.
Considering the onset of the digital revolution; companys subsidiary,
eSense Learning, which is into Digital learning business is fast emerging
as a good established player in the business. Turnover achieved during
the year was ` 1,976 Lac, though low in number but is higher in Content
sales v/s Hardware sales comparatively. The company is continuously
striving to grow the business and is focused on the same considering
the enormous potential of the Digital content marketplace has. I am
happy to share today that our platform TOPScorer.com is launched in
the current year for Business to Consumers (students) and consumption
of our content has already started on this platform. We are continuously
evaluating the business as we see potential far beyond what was obvious
to us before, and we believe compelling enough for investors to sit up
and take notice.
Our Investments in K-12 Technologies through subsidiary, Navneet
Learning LLP is now showing excellent results though we had several
set backs in last few years. Now we have 12 CBSE schools under
management with a brand Orchid Internationalswith a student enrolment
of more than 10000.
In closing, I want to thank the leadership team and also the staff at all
levels for what we have accomplished during the year. I also want to
thank our, Distributors, Supply Chain Team and also our Customers and
Vendors for all the support provided to us.
I would like to thank all our shareholders for their continued trust and
confidence shown towards the companys management.
Best regards,
Kamlesh S. Vikamsey
Type
Dividend(%)
2015-16
Interim
110
Net Profit
(` In Lac)
12,780
2014-15
Final
110
12,930
48.79
2013-14
Final
100
11,318
49.30
2012-13
Final
90
11,107
45.20
% to NP
(incl DDT)
49.35
Name of Director
Category
Board Meetings
during 2015-2016
Held
Attended
Salary
Other
Benefits
(`)
(`)
Contri.
To PF
(`)
* Sitting
Fee
(`)
Total
Remuneration
(`)
Last
AGM
attended
1. Shri G. D. Gala
ED
38,64,000
27,45,587
4,63,680
70,73,267
Yes
2. Shri R. H. Gala
ED
38,64,000
27,45,587
4,63,680
70,73,267
No
3. Shri B. A. Gala
ED
38,64,000
27,45,587
4,63,680
70,73,267
Yes
4. Shri A. D. Gala
ED
38,64,000
27,45,587
4,63,680
70,73,267
Yes
5. Shri S. J. Gala
ED
36,00,000
25,58,000
4,32,000
65,90,000
Yes
ED
17,28,000
19,58,100
2,07,360
38,93,460
Yes
7. Shri K. S. Vikamsey
NID & NE
75,000
75,000
Yes
NID & NE
45,000
45,000
Yes
ID
1,05,000
1,05,000
Yes
ID
90,000
90,000
Yes
ID
1,50,000
1,50,000
Yes
ID
1,27,500
1,27,500
Yes
ED- Executive Director ID- Independent Director NID & NE Non-Independent & Non-Executive Director
* Includes Board and its Committee Meetings.
No. of
No. of
No. of
Committee
Committees
Directorships* Positions
Chaired**
Held**
5
% of shareholding
4000
450
The composition of the Audit Committee and other relevant details are as
under :
Category
No. of Meetings
Attended
Independent Director
Independent Director
Name
Independent Director
Independent Director
Category
Independent Director
Independent Director
Independent Director
Executive Director
1.
Shri G. D. Gala
ED
(`)
38,64,000
(`)
27,45,587
Contri. to
PF
(`)
4,63,680
2.
Shri R. H. Gala
ED
38,64,000
27,45,587
3.
Shri B. A. Gala
ED
38,64,000
27,45,587
Sr.
No.
Name of Director
Other Benefits
Category
* Sitting
Fee
(`)
Total Remuneration
(`)
70,73,267
4,63,680
70,73,267
4,63,680
70,73,267
4.
Shri A. D. Gala
ED
38,64,000
27,45,587
4,63,680
70,73,267
5.
Shri S. J. Gala
ED
36,00,000
25,58,000
4,32,000
65,90,000
17,28,000
19,58,100
2,07,360
38,93,460
75,000
75,000
6.
ED
7.
Shri K. S. Vikamsey
NID & NE
8.
NID & NE
45,000
45,000
9.
ID
1,05,000
1,05,000
10.
ID
90,000
90,000
11.
ID
1,50,000
1,50,000
12.
ID
1,27,500
1,27,500
ED- Executive Director ID- Independent Director NID & NE Non-Independent & Non-Executive Director
(ii) The Executive Directors of the Company have been appointed on a contractual basis, in terms of the resolutions passed by the shareholders at
the Annual General Meeting. Elements of remuneration comprises of salary, perquisite and other benefits as approved by the shareholders at the
Annual General Meeting. The Executive Directors are required to give 90 days notice to the Company for termination of service agreement. There
is no separate provision for payment of severance fees. However, Non Independent & Non Executive Directors and Independent Directors are not
subject to any notice period and severance fees.
(iii) Employees Stock Option Scheme (ESOS)
The Company do not have any Employees Stock Option Scheme (ESOS).
10
Relationship
Committee
consists
of
following
The Chairman of Stakeholders Relationship Committee is an
Independent Director - Shri Tushar K. Jani.
(b) Shri Amit D. Buch, Company Secretary is the Compliance Officer.
(c)
During the year 86 complaints were received. Out of these, 83
complaints were resolved to the satisfaction of the shareholders and
3 complaints pending to resolve as on 31st March, 2016 were since
resolved.
(d) Brief terms of reference of the Committee, inter alia, cover reviewing
status of share transfer/transmissions of shares, issue of duplicate
share certificates, non-receipt of Annual Report, non-receipt of
declared dividends, review/redressal of Investors Grievance.
(e) During the year 2015-16 four Stakeholders Relationship Committee
meetings were held i.e. on 28th May, 2015, 28th July, 2015, 26th
October, 2015 and 4th February, 2016.
The composition of Stakeholders Relationship Committee and other
relevant details are as under :
Name of Director
Shri Tushar K. Jani
Category
Independent Director
No. of Meetings
Attended
Financial
Year &
Meeting
No.
2014-15
Twenty
Ninth
Monday,
28th
September,
2015
2013-14
Twenty
Eighth
Monday,
29th
September,
2014
2012-13
Twenty
Seventh
Tuesday,
6th August,
2013
Time
Venue
3:30
p.m.
10.30
a.m.
P. L. Deshpande Maharashtra
Kala Academy, Mini Theatre, 3rd
Floor, Ravindra Natya Mandir,
Sayani Road, Prabhadevi, Dadar
(West) Mumbai - 400028.
3.30
p.m.
P. L. Deshpande Maharashtra
Kala Academy, Mini Theatre, 3rd
Floor, Ravindra Natya Mandir,
Sayani
Road,
Prabhadevi,
Dadar(West), Mumbai - 400028.
Independent Director
Independent Director
Executive Director
(a)
The details of last three Annual General Meetings held are given
below :
11
12
(iii) AGM for the year ending 31st March, 2017 : by August/September,
2017.
(e) Date of Book Closures :
From 19th August, 2016 to 23rd August, 2016 (both days inclusive) for the
purpose of Annual General Meeting.
(f) Listing of Shares :
Shares of the Company are listed on National Stock Exchange of India
Limited and Bombay Stock Exchange Ltd. Listing Fees for FY 2016-17 have
been paid to both the Stock Exchanges where the shares of the Company
are listed.
(g) Stock and ISIN Code of Companys shares :
BSE : 508989 NSE : NAVNETEDUL ISIN : INE 060A01024
(h)Volume of Shares traded and Stock Price Movement on a month
to month basis :
BSE
NSE
BSE
BSE
NSE
NSE
No. of
Shares
No. of
Shares
(High)
`
(Low)
`
(High)
`
(Low)
`
April, 2015
1103519
2550381
111.85
88.65
110.40
91.50
May, 2015
2141435
5655564
98.90
89.40
100.00
89.35
June, 2015
2343928
5863415
109.70
92.55
109.70
92.00
July, 2015
1166635
5086209
113.90
100.25
114.90
88.05
August, 2015
2994022
7086694
104.55
88.00
104.40
88.00
September, 2015
1026412
2933406
98.00
88.20
99.75
88.00
October, 2015
620589
2536107
103.65
88.75
103.95
88.70
November, 2015
444586
1524518
91.30
84.80
91.90
84.00
December, 2015
1053429
6758959
104.20
79.20
104.45
79.50
January, 2016
604701
1784415
99.70
81.40
98.50
80.90
February, 2016
457661
2256046
94.00
76.10
93.90
77.00
March, 2016
521940
1506954
86.00
80.30
86.55
79.65
Month
No. of equity
shares held
9,000.00
8,000.00
100
60
1593
6.15
23,55,828
0.99
626
2.42
15,98,065
0.67
3001-4000
763
2.94
27,91,861
1.17
4001-5000
237
0.91
11,19,368
0.47
5001-10000
727
2.81
49,32,954
2.07
682
2.63
22,08,82,095
92.72
25909
100
23,82,15,000
100
Total
Nifty
0.72
1001-2000
1.19
2001-3000
(j)
Volume of Shares traded during the year under review as a
28,30,303
5,000.00
Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16
73.85
17,04,526
1,000.00
19133
8.29
2,000.00
Navneet
001-500
2148
3,000.00
20
% of
% of
No. of Shares
Shareholders
Shareholding
501-1000
4,000.00
40
No. of
Shareholders
6,000.00
Nifty
Market Price
7,000.00
80
Mumbai - 400078
Category
% to Paid-up
Share Capital
Promoters
61.80
15.22
6.46
NRIs
0.58
Bodies Corporate
1.87
Individuals
14.07
Total
100
Transfer Agent namely Link Intime India Private Limited at the address
Particulars
22,47,08,033
94.33
The transfers are normally processed within 15 days if the documents are
87,38,434
3.67
complete in all respect and thereafter the share certificates duly transferred
Physical form
are despatched.
No. of Shares
Total
47,68,533
2.00
23,82,15,000
100
13
not attract the provisions of Section 188 of the Companies Act, 2013.
(q)
Commodity price risk or foreign exchange risk and hedging
activities :
The Company do not have commodity price risk as such. Risk assessment
and minimisation procedures in relation to foreign exchange risks have been
laid down by the Company and its hedging activities have been informed
to the Board Members periodically. These procedures are periodically
reviewed to ensure that the Executive Management controls risk through
means of a properly defined framework.
14
Non-Executive
Chairmans Office
Remarks
The Company has Non-Executive Chairman
and he maintains his own separate office. The
Company do not bear expense of maintaining
his office and do not reimburse any expense to
him for performing his duty as Chairman, except
paying him sitting fees.
Shareholders
Rights
3.
Audit Qualifications
4.
Separate post of
The Company has separate post of Chairman
Chairman and CEO and MD/CEO
5.
Sd/-
Gnanesh D. Gala
(14)
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT :
The Company does not have any shares in the demat suspense/unclaimed
suspense account.
(12)
DETAILS OF NON-COMPLIANCE OF ANY REQUIREMENT OF
CORPORATE GOVERNANCE REPORT :
The Company has complied with the requirements of Corporate Governance
Report of Paras (2) to (10) mentioned in part C of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
and disclosed necessary information as specified in Regulation 17 to 27
15
16
Chartered Accountants
(Firm Registration Number 103142W)
sd/Haresh K. Chheda
Partner
Membership Number 38262
Performance Indicators
100,000
95,937
93,112
86,131
79,078
60,965
50,000
Mar 12
Mar 13
Mar 14
Mar 15
Mar 16
Revenue ` in Lac
22,674
22,117
20,000
19,570
18,608
14,062
10,000
Mar 12
Mar 13
Mar 14
PBDT ` in Lac
Mar 15
Mar 16
30.0
28.0
26.0
24.0
22.0
20.0
18.0 16.0
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
Mar 12
26.4
23.7
21.0
18.6
Mar 13
Mar 14
Mar 15
Mar 16
17
2012-13
2013-14
2014-15
2015-16
Revenue
60,965
79,078
86,131
95,937
93,112
PBDT
14,062
18,608
19,570
22,674
22,117
1,510
2,000
2,201
2,819
2,676
PBT
12,552
16,608
17,370
19,855
19,441
Tax
4,200
5,501
6,052
6,925
6,660
8,026
11,107
11,318
12,930
12,780
Dividend
3,335
4,288
4,766
5,241
5,241
70
90
100
110
110
16.0
18.6
21.0
23.7
26.4
4,764
4,764
4,764
4,764
4,764
33,315
39,487
45,223
51,613
58,086
Gross Block
28,957
31,723
35,172
36,071
39,205
Net Block
15,999
16,954
18,487
16,947
17,692
21.1
25.1
22.6
22.9
20.3
PBDIT Margin %
23.9
24.6
23.9
24.6
24.7
Pat Margin %
13.2
14.0
13.1
13.5
13.7
Debt-Equity **
0.0
0.0
0.0
0.0
0.0
3.4
4.7
4.8
5.4
5.4
5.3
7.0
7.3
8.3
8.2
4.0
5.5
5.7
6.6
6.5
5.9
7.8
8.2
9.5
9.3
48.3
45.2
49.3
48.8
49.35
1380.5
1384.0
1354.3
2364.3
1995.1
Depreciation
Notes:
1) * The figures are after considering the issue of Bonus Shares.
2) ** Debt consist of Long term borrowings.
3) The figures are ` in Lac except for EPS, CEPS, Book Value, Market cap & figures in %.
18
2014-15
2015-16
Sales
Publishing Division
Educational Books
44,253
49,320
48,302
2,046
2,672
2,259
1,213
47,512
1,198
53,190
1,034
51,595
Stationery Division
Exports (including incentives)
13,025
16,965
17,382
22,065
22,130
20,993
3,025
38,115
3,145
42,240
2,391
40,766
504
507
751
86,131
95,937
93,112
19
Notice
NOTICE is hereby given that the Thirtieth Annual General Meeting of
the Members of Navneet Education Limited will be held on Tuesday,
23rd August, 2016 at 3.30 p.m. at P. L. Deshpande Maharashtra Kala
Academy, Mini Theatre, 3rd Floor, Ravindra Natya Mandir, Sayani Road,
Mumbai-400025.
ORDINARY BUSINESS :
1) To receive, consider and adopt the :
(a)Audited Financial Statements of the Company for the Financial
Year ended 31st March, 2016 including the Audited Balance
Sheet as at 31st March, 2016 and the Statement of Profit and
Loss for the year ended on that date and the Reports of Board of
Directors and Independent Auditor thereon; and
(b)Audited Consolidated Financial Statements of the Company for
the Financial Year ended 31st March, 2016 including the Audited
Consolidated Balance Sheet as at 31st March, 2016 and the
Consolidated Statement of Profit and Loss for the year ended on
that date and the Report of the Independent Auditor thereon.
2) To appoint a Director in place of Shri Bipin A. Gala, (DIN : 00846625)
who retires by rotation, and being eligible, offers himself for reappointment.
3) To appoint a Director in place of Shri Anil D. Gala, (DIN : 00092952)
who retires by rotation, and being eligible, offers himself for reappointment.
4) To consider and if though fit, to pass with or without modification(s),
the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 139,
142 and other applicable provisions, if any, of the Companies Act,
2013 and Rules framed there under (including any modification(s) or
re-enactment(s) thereof for the time being in force), and in terms
of the resolution passed by the members at the Annual General
Meeting (AGM) of the Company held on 29th September, 2014, the
appointment of M/s. GBCA & Associates, Chartered Accountants
(Firm Registration No. 103142W) as Auditors of the Company be
and is hereby ratified to hold office until the conclusion of the thirtyfirst AGM of the Company at a remuneration to be determined by
the Board of Directors of the Company and reimbursement of out
20
Notice
[F] Pursuant to provisions of Section 205A and 205C of the Companies
Act, 2013, the amount of dividend remaining unclaimed as unpaid
for a period of seven years from the date of transfer to the unpaid
dividend account is required to be transferred to Investor Education
and Protection Fund (IEPF) of the Central Government. Dividend
declared by the Company from Financial Year 2009-10 and thereafter,
is still lying in the respective unpaid dividend accounts of the
Company. Members who have not yet encashed these dividend(s)
are requested to contact Companys Registrar and Share Transfer
Agents M/s. Link Intime India Pvt. Ltd.
Unclaimed first Interim dividend for Financial Year 2009-10 is due for
transfer to IEPF in October, 2016. Kindly note that no claim shall lie
against the Company after the transfer of the said dividend amount to
IEPF.
[G] Members desiring any information, as regards the Annual Accounts
are requested to write to the Company at least ten days before the
date of Annual General Meeting to enable the Management to keep
the information ready.
[H]
The Company is concerned about the environment. We request
you to update your email address with your Depository Participants
to enable us to send you communications via email. Members who
have not registered their e-mail address, so far, are requested to
register their e-mail address, in respect of electronic holdings with the
Depository through their concerned Depository Participants. Members
who hold shares in physical form are requested to provide their e-mail
address to Link Intime India Private Limited by sending an e-mail
at [email protected] or to the Company at investors@
navneet.com
[I] Copies of the Annual Report 2015-16 are being sent by electronic
mode only to all the members whose email address is registered with
the Company/Depository Participants(s) for communication purposes
unless any member has requested for a hard copy of the same.
For members who have not registered their email address, physical
copies of the Annual Report for 2015-2016 are being sent by the
permitted mode.
[J]
Members
/
Proxies should bring the duly filled Attendance Slip
enclosed herewith to attend the meeting.
[K]
In terms of Sections 107 and 108 of the Companies Act, 2013
read with the Rules made thereunder, the Company is pleased to
provide the facility to its Members holding shares in physical or
dematerialized form as on the cut-off date, being 16th August, 2016
to exercise their right to vote by electronic means on any or all of the
businesses specified in the accompanying Notice and the business
may be transacted through e-Voting Services provided by Central
Depository Services (India) Limited (CDSL). Details of the process
and manner of e-voting is being sent to all the members along with
the AGM Notice.
[L] In case of Members who are entitled to vote but have not exercised
their right to vote by electronic means, upon poll being demanded,
in the larger interest of the Members, the Chairman may order a poll
on his own motion or on demand at the Meeting in terms of Section
109 of the Companies Act, 2013 for all businesses specified in the
AGM Notice. For abundant clarity, in the event of poll, please note
that the Members who have exercised their right to vote by electronic
means shall not vote by way of poll at the Meeting. The voting rights
of the Members shall be in proportion to their shares of the paid up
equity share capital of the Company, subject to the provisions of
the Companies Act, 2013. The poll process shall be conducted and
scrutinized and report thereon will be prepared in accordance with
Section 109 of the Companies Act, 2013 read with the Rules made
thereunder.
[M]
The Results declared along with Scrutinizers Report(s) will be
available on the website of the Company (www.navneet.com) within
two (2) days of passing of the resolutions and communication of the
same to the Bombay Stock Exchange Limited and the National Stock
Exchange of India Limited.
[N] Voting through electronic means :
1. In compliance with provisions of Section 108 of the Companies Act,
2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014, the Company is pleased to provide members facility to
exercise their right to vote at the 30th Annual General Meeting (AGM)
by electronic means and the business may be transacted through
e-Voting Services provided by Central Depository Services (India)
Limited (CDSL) :
21
Notice
The instructions for e-voting are as under :
A. In case of members receiving e-mail:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on Shareholders tab.
(iii) Now, select NAVNEET EDUCATION LIMITED from the drop
down menu and click on SUBMIT
(iv) Now Enter your User ID
(a) For CDSL: 16 digits beneficiary ID,
(b)For NSDL: 8 Character DP ID followed by 8 Digits Client
ID,
(c)
Members holding shares in Physical Form should enter
Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on
Login.
(vi) If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN*
Enter your 10 digit alpha-numeric *PAN issued by
Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders).
Members who have not updated their PAN with the
Company
/
Depository Participant are requested to
use the sequence number which is printed on your
registered address sticker in the PAN field.
DOB
Enter the Date of Birth as recorded in your demat
account or in the company records for the said demat
account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your
Details
demat account or in the company records for the said
demat account or folio.
Please enter the DOB or Dividend Bank Details in
order to login. If the details are not recorded with
the depository or company please enter the member
id / folio No. in the Dividend Bank details field as
mentioned in instruction (iv).
22
Notice
(xviii) Note for Non-individual Shareholders and Custodians :
Non-Individual shareholders (i.e. other than Individuals,
HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves as Corporates.
23
Directors Report
Dear Shareowners,
Your Directors present their thirtieth Annual Report along with the Audited
Statement of Accounts of the Company for the financial year ended
31st March, 2016
(3) OPERATIONS :
Particulars
Profit before Interest, Depreciation
and Tax
(b) Less : Interest
(a)
22465
348
910
22117
22674
23584
2676
2819
19441
19855
6875
6990
(276)
(65)
61
12780
12930
37219
31890
49999
44820
5241
5241
1067
1067
1280
1293
42411
37219
49999
44820
Your Directors declared interim dividend of ` 2.20 (110%) per share for
the Financial Year 2015-16. The dividend so declared works out to about
24
(i) During the year under review, the Company achieved a turnover of
` 93,112 Lac as compared to ` 95,937 Lac in Financial Year
2014-15.
(ii) Profit before depreciation and income tax for the year under review
stood at ` 22,117 Lac as against ` 22,674 Lac in the previous year.
(iii) After providing ` 2,676 Lac for depreciation, ` 6,875 Lac for income
tax, (` 276 Lac) deferred tax Income and ` 61 Lac as short provision
of tax of earlier years, profit after tax for the year stood at ` 12,780
Lac as against ` 12,929 Lac achieved in the previous year on
standalone basis.
(4) PERFORMANCE OF DIVISIONS :
Content Publishing Division :
Your Directors inform that the content publishing business achieved
revenue of ` 51,595 Lac in financial year 2015-16 as compared to `
53,190 Lac achieved in financial year 2014-15. The marginal drop of
about 3% in the revenue of content business was on account of no
government sales of curriculum and general books. Your Directors are
expecting that with likely re-introduction of scholarship program by the
Government, introduction of new titles in KG/Primary Books in the State
of Maharashtra in English medium and change in syllabus in the State
of Gujarat for Standard IX and XI, the revenue from content publishing
division would increase in FY 17.
Stationery Division :
The Stationery business achieved turnover of ` 40,766 Lac in Financial
Year 2015-16 against ` 42,240 Lac achieved in Financial Year 201415. The marginal fall in the revenue from stationery division was mainly
on account of draught across the country which invariably left with poor
spending power with people in rural areas. However, in the next year it
is expected that this will turnaround. Your Directors expect good growth
in the Export Business as the Company has more relationships in US
market and which will drive the Business.
Directors Report
(5) DIRECTORS RESPONSIBILITY STATEMENT :
As required under Section 134(3)(c) of the Companies Act, 2013 your
Directors hereby state :
that in the preparation of annual financial statements for the year
ended 31st March, 2016, the applicable accounting standards had
been followed along with proper explanation relating to material
departures, if any;
that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;
that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities;
that the Directors have prepared the annual accounts on a going
concern basis;
the Directors had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively;
The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
(6) DIRECTORS :
Shri Bipin A. Gala and Shri Anil D. Gala, Directors of the Company, retire
by rotation and, being eligible offer themselves for reappointment. Your
Directors recommend Shri Bipin A. Gala and Shri Anil D. Gala for their
re-appointment.
(7) RISK MANAGEMENT POLICY :
During the year under review, the Company has identified and evaluated
elements of business risk. Business risk, inter-alia, includes fluctuations
in Foreign Exchange, Regulatory Risk, Competition from other players
and High Input Costs. The Risk Management Framework defines the
risk management approach of the Company and includes periodic review
of such risk and also documentation, mitigating controls and reporting
mechanism of such risks. The Board of Directors and senior management
25
Directors Report
These teachers assist students of Std. 1-5th in achieving learning
outcomes for each academic year. As a result of this effort, 400 of 450
weak students were main streamed as per assessment done by the
Government of Gujarat.
Matru Vandana has also installed educational software in 31 schools. This
program is running successfully and is greatly appreciated by students,
schools and elders of the villages.
Student Assistance :
NEL in partnership with 2 NGOs supported over 10,000 students achieving
great heights in their academics. Loans, scholarships and honors were
awarded to students from Std. 11 to Graduate, Post Graduate levels.
AFFORDABLE HOUSING
Navneet Nagar is a landmark in Dombivali. NEL has supported building
1008 houses over last 4 years in this complex which are offered to
deserving people from poor economic background at highly subsidized
rates.
Navneet Nagar exhibits modern architecture, is surrounded by open green
spaces and has ample play zones for children which makes growing up
fun.
A Senior Citizen Home with a difference :
An alarming number of Indias 91 million senior citizens are suffering from
loneliness, neglect, and depression.
Matru Vandana, Mothers Nest provides peace to senior guardians and
takes care of their needs in a gentle caring way. The entire complex is
made disable friendly and enables senior citizens to have a productive
retirement. Currently, 30 seniors have made Matru Vandana as their
home
(9) NOMINATION AND REMUNERATION POLICY :
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration to Directors, Managerial Personnel and senior
Management of the Company. The policy lays down the criteria for
selection and appointment of Board members. The details of this policy
form part of Corporate Governance Report.
(10) MEETINGS :
The details of the number of meetings of the Board held during the
Financial Year 2015-16 forms part of the Corporate Governance Report.
26
Directors Report
(16) BOARD EVALUATION :
Pursuant to the provisions of SEBI (Listing Obligation and Disclosure
Regulations) Requirements, 2015 a structured questionnaire was
prepared after taking into consideration various aspects of Boards
function, composition of the Board and its committee, culture, execution
and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and Non-Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
(17) WHISTLE BLOWER POLICY :
The Company has a whistle blower policy to report genuine concerns or
grievances. The whistle blower policy of the company has been hosted
on Companys website.
(18) ANNUAL RETURN :
The details forming part of the extract of the Annual Return in the Form
MGT-9 as required under Section 92 of the Companies Act, 2013 is
included in the report as Annexure B and forms part of this report.
(19) SECRETARIAL AUDIT :
The Board has appointed CS Sunil M. Dedhia & Co. Practising Company
Secretary to conduct Secretarial Audit for the financial year 2015-16. The
Secretarial Audit Report for the financial year ended 31st March, 2016 is
annexed herewith marked as Annexure C and forms part of this report.
(20) SUBSIDIARY COMPANY :
The Company does not have any material subsidiary whose networth
exceeds 20% of the consolidated net worth of the Company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the company during the previous financial year.
A statement containing salient features of the financial statements of
subsidiary company in the prescribed format AOC-1 is included in the
report as Annexure D and forms part of this Report.
(21) F
AMILIARISATION
PROGRAMME
FOR
INDEPENDENT
DIRECTORS :
The company has a familiarisation programme for independent directors
with regard to their role, rights, responsibilities in the Company, nature of
the industry in which the Company operates, the business models of the
Company etc. and the same is available on the website of the Company.
(22) AUDITORS :
In the 28th Annual General Meeting (AGM) of the Company held on
29th September, 2014 M/s GBCA & Associates (formerly M/s. Ghalla &
Bhansali), Chartered Accountants (Firm Registration No. 103142W), had
been appointed as Statutory Auditors of the Company for a period upto
3 (three) years to hold office from the conclusion of the 28th AGM until the
conclusion of the 31st AGM of the Company. In terms of the provisions of
the Companies Act, 2013, it is necessary to get the appointment ratified
by the shareholders of the Company in every AGM until the expiry of the
period of the original appointment. Necessary resolution for ratification of
their appointment has been included in the Notice convening the ensuing
Annual General Meeting.
(23) COMMENTS ON AUDITORS REPORT :
There are no qualification, reservation or adverse remarks or disclaimer
made by the statutory auditors in its report; and by company secretary in
practice in his secretarial audit report.
(24) CORPORATE GOVERNANCE :
Your Company has complied with Regulation 34 of SEBI (Listing
Obligation and Disclosure Regulations) Requirements, 2015 of the Stock
Exchanges. A report on Corporate Governance as stipulated under
Regulation 34 of SEBI (Listing Obligation and Disclosure Regulations)
Requirements, 2015 along with Auditors Certificate on compliance with
the Corporate Governance, forms part of this Annual Report.
(25) MANAGEMENT DISCUSSION AND ANALYSIS :
As per Regulation 34 of SEBI (Listing Obligation and Disclosure
Regulations) Requirements, 2015, Management Discussion and Analysis
report forms part of this Annual Report.
(26) CREDIT RATING :
During the year under review CRISIL has reassigned CRISIL A1+
(pronounced CRISIL A one Plus) rating to the short term debt programme
(including Commercial Paper) of the Company. The instruments with this
rating are considered to have very strong degree of safety regarding
timely payment of financial obligations.
27
Directors Report
During the year under review CARE Ratings has reaffirmed CARE AA+
(pronounced CARE Double A Plus) rating to the Long/Short Term Bank
facilities of the Company. The bank facilities covered with this ratings
are considered to have very strong degree of safety regarding timely
payment.
(27) M
ATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING
THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF
REPORT :
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this
financial statements relate and the date of report.
(28) S
IGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS :
There are no significant material orders passed by the Regulators/Courts
which would impact the going concern which would impact the going
concern status of the Company and its future operations.
(29) N
UMBER OF CASES FILED AND THEIR DISPOSAL UNDER
SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 :
Particulars
No. of Complaints
Nil
Nil
Nil
(30) DEPOSITS :
Your Company has neither accepted nor renewed any deposits during the
year under review. The Company does not have any deposits which are
not in compliance with the requirements of Chapter V of the Companies
Act, 2013.
28
(31) D
ETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
Place : Mumbai
Date : 21st May, 2016
Average net profit of the Company for last three financial years
- (Independent Director)
- (Independent Director)
- (Whole time Director)
- (Whole time Director)
` 17944.17 Lac
` 358.88 Lac
` 360.20 Lac
Nil
Details given on next page no. 30
29
Sr.
No.
Project/Activities
Amount Outlay
(Budget)
Project or
program wise
Cumulative
expenditure
upto the
reporting period
Amount
spent: Direct
or through
implementing
agency*
Educational support to
deserving students
Education
Gujarat: Kutch,
Ahmedabad; Maharashtra:
Thane, Mumbai
71.00
71.00
71.00
Implementing
agency
Pomoting Preventive
Healthcare
Preventive Healthcare
Gujarat: Kutch;
Maharashtra: Thane,
Mumbai
40.00
40.00
40.00
Implementing
agency
Mumbai, Maharashtra
167.60
167.60
167.60
Implementing
agency
Kutch, Gujarat
20.80
20.80
20.80
Implementing
agency
5.
Animal Welfare
Kutch, Gujarat
3.00
3.00
3.00
Implementing
agency
6.
Silvassa
2.50
2.50
2.50
Implementing
agency
7.
Gujarat
15.30
15.30
15.30
Implementing
agency
8.
Maharashtra, Gujarat
13.00
13.00
13.00
Implementing
agency
9.
Sports promotion
Maharashtra
27.00
27.00
27.00
Implementing
agency
360.20
360.20
360.20
TOTAL
Details of implementing agency : 1. Kutchi Jain Foundation, 2. Shree Kutchi Visha Oswal Seva Samaj, 3. Jankalyan Medical Society, Mandvi, Kutch, 4.Shree Kutchi Visa Oshwal Jain Mahajan
(Mumbai), 5. Shree Bidada Sarvoday Trust, 6. Lions Club of Bombay Kingcircle, 7. Matru Vandana, 8. Shree Kutch Mundra Panjrapole & Gaushala, 9. Shri Kutchi Visha Oswal Seva Samaj,
10. Gnanyagna Vidyapith, 11. Agashi Virar Arnala Education Society, 12. SOS Children's Village of India, 13. Yuva Unstoppable- Ahmedabad, 14. Vanvasi Kalyan Ashram Dadra Nagar Haveli,
15. Bhansali Trust, 16. Foundation for Promotion of Sports, 17. Shree K.V.O Sthanakvasi Jain Mahajan
Place : Mumbai
Date : 21st May, 2016
30
sd/-
Dr. Vijay B. Joshi
Chairman CSR Committee
sd/Kamlesh S. Vikamsey
Chairman
CIN
L22200MH1984PLC034055
(II)
Registration Date
(III)
(IV)
(V)
(VI)
Yes
(VII)
Link Intime India Private Limited, C-13 Pannalal Silk Mills Compound,
LBS marg, Bhandup (West), Mumbai - 400078. Telephone : 022-25946970,
Fax : 022-25946969, Email - [email protected],
Website : www.linkintime.co.in
% to total turnover of
the company
Publication : 55.41
Stationery : 43.78
CIN/GLN
Holding/Subsidiary/
Associate
% of Shares
Held
Applicable
Section
U72200MH2008PTC181531
Subsidiary
100%
2(87)
AAA-3855
Subsidiary
99.9%
2(87)
31
Category
code
Category of shareholders
(A)
Demat
Physical
% of Total
Shares
Total
Demat
Physical
% of Total
Shares
Total
% Change
during the
year
(a)
52641896
52641896
22.10
52644246
52644246
22.10
0.00
(b)
Central Government/State
Government(s)
0.00
0.00
(c)
Bodies Corporate
0.00
0.00
(d)
Financial Institutions/Banks
0.00
0.00
(e)
Any Other(specify)
0.00
0.00
(f)
Trust
94570474
94570474
39.70
94570474
39.70
0.00
94570474
Relatives of Promoters
0.00
0.00
0.00
0.00
147212370
147212370
61.80
147214720
61.80
0.00
Sub-Total (A)(1)
147214720
(2) Foreign
0.00
(a)
Individuals (Non-Resident
Individuals/Foreign Individuals)
0.00
0.00
(b)
Bodies Corporate
0.00
0.00
(c)
Institutions
0.00
0.00
(d)
0.00
0.00
Sub-Total (A)(2)
0.00
0.00
147212370
147212370
61.80
147214720
147214720
61.80
0.00
0.00
(1) Institutions
(a)
Mutual Funds/UTI
(b)
Financial Institutions/Banks
(c)
Central Government/State
Government(s)
(d)
(e)
(f)
(g)
2500
35198332
14.78
36232679
2500
36235179
15.21
-0.43
38357
38357
0.02
30602
30602
0.01
0.01
0.00
0.00
0.00
Insurance Companies
0.00
16442759
16442759
6.90
15398150
15398150
6.46
0.44
0.00
0.00
51676948
2500
51679448
21.70
21.69
0.01
32
0.00
35195832
0
51661431
2500
51663931
Bodies Corporate
(b)
Individuals
i. Individual shareholders holding
nominal share capital up to ` 1 lakh.
ii. Individual shareholders holding
nominal share capital in excess of
` 1 lakh.
(c)
9937
4584282
1.92
4440471
9937
19642500
4281683
23924183
10.04
19301814
4057896
8784055
367500
9151555
3.84
8011943
311250
4450408
1.87
0.05
23359710
9.81
0.23
8323193
3.49
0.35
272933
272933
0.11
140120
140120
0.06
0.05
602731
363175
965906
0.41
664530
336925
1001455
0.42
-0.01
350248
350248
0.15
372853
372853
0.16
-0.01
0.00
4. Foreign National
5. Foreign Companies
0.00
15300
58775
74075
0.03
15300
50025
65325
0.03
0.00
0.00
34242112
5081070
39323182
16.51
32947031
4766033
37713064
15.83
0.68
85919060
5083570
91002630
38.20
84608462
4768533
89376995
37.52
0.68
233131430
5083570
238215000
100.00
233446467
4768533
238215000
100.00
0.00
6. Office Bearers
7. Trusts
TOTAL (A)+(B)
(C)
0.00
4574345
2.Public
233131430
5083570
238215000
100.00
233446467
4768533
238215000
100.00
0.00
Sub-Total (C)
GRAND TOTAL (A)+(B)+(C)
33
Shareholder's Name
No.
No. of
Shares
1
34
% of total
shares of the
company
% of Shares Pledged/
encumbered to total
shares
No. of
Shares
% Change in
% of total
% of Shares Pledged/
shares of the
encumbered to total
company
shares
shareholding
during the
year
94570474
39.70
94570474
39.70
0.00
3625401
1.52
3625401
1.52
0.00
3335148
1.40
3335148
1.40
0.00
3181293
1.34
3181293
1.34
0.00
2982456
1.25
2982456
1.25
0.00
2696425
1.13
2696425
1.13
0.00
2500300
1.05
2500300
1.05
0.00
1987012
0.83
1987012
0.83
0.00
1928721
0.81
1928721
0.81
0.00
10
1713209
0.72
1713209
0.72
0.00
11
1525750
0.64
1525750
0.64
0.00
12
Devish G Gala
1459160
0.61
1459160
0.61
0.00
13
1398425
0.59
1398425
0.59
0.00
14
1338448
0.56
1338448
0.56
0.00
15
1292725
0.54
1292725
0.54
0.00
16
1287625
0.54
1287625
0.54
0.00
17
1280225
0.54
1280225
0.54
0.00
18
1248225
0.52
1248225
0.52
0.00
19
1208587
0.51
1208587
0.51
0.00
20
1150075
0.48
1150075
0.48
0.00
21
1055575
0.44
1055575
0.44
0.00
22
1003000
0.42
1003000
0.42
0.00
23
Harshil A Gala
971893
0.41
971893
0.41
0.00
24
967900
0.41
967900
0.41
0.00
25
930078
0.39
930078
0.39
0.00
26
927700
0.39
927700
0.39
0.00
27
Archit R Gala
903855
0.38
903855
0.38
0.00
28
879850
0.37
879850
0.37
0.00
29
824861
0.35
824861
0.35
0.00
782475
0.33
782475
0.33
0.00
31
762966
0.32
762966
0.32
0.00
32
Shaan S Gala
590629
0.25
590629
0.25
0.00
33
Parth S Gala
500000
0.21
500000
0.21
0.00
34
321690
0.14
321690
0.14
0.00
35
298081
0.13
298081
0.13
0.00
36
285482
0.12
285482
0.12
0.00
37
Pooja K Gala
284296
0.12
284296
0.12
0.00
38
226985
0.10
226985
0.10
0.00
39
204625
0.09
0.00
-0.09
40
199675
0.08
199675
0.08
0.00
41
Dungarshi R Gala
172600
0.07
172600
0.07
0.00
42
167750
0.07
167750
0.07
0.00
43
162500
0.07
264812
0.11
0.04
44
160000
0.07
262313
0.11
0.04
45
Dilip C Sampat
131040
0.06
131040
0.06
0.00
46
105000
0.04
105000
0.04
0.00
47
104800
0.04
104800
0.04
0.00
48
91482
0.04
91482
0.04
0.00
49
89422
0.04
89422
0.04
0.00
50
Stuti K Gala
87175
0.04
87175
0.04
0.00
51
92935
0.04
95285
0.04
0.00
52
79900
0.03
79900
0.03
0.00
53
76428
0.03
76428
0.03
0.00
54
Aditya S Gala
67698
0.03
67698
0.03
0.00
55
56561
0.02
56561
0.02
0.00
56
Siddhant S Gala
55198
0.02
55198
0.02
0.00
57
52500
0.02
52500
0.02
0.00
58
Kalpesh H Gala
50759
0.02
50759
0.02
0.00
59
Ketan B Gala
45162
0.02
45162
0.02
0.00
60
Kanchan N Shah
44861
0.02
44861
0.02
0.00
61
44375
0.02
44375
0.02
0.00
62
Devkaben A Gala
44004
0.02
44004
0.02
0.00
63
43750
0.02
43750
0.02
0.00
64
51679
0.02
51679
0.02
0.00
65
Shailendra J Gala
39179
0.02
39179
0.02
0.00
35
Gnanesh D Gala
38610
0.02
38610
0.02
0.00
67
Shantilal R Gala
38600
0.02
38600
0.02
0.00
68
36670
0.02
36670
0.02
0.00
69
Manjulaben J Gala
33775
0.01
33775
0.01
0.00
70
Jaisinh K Sampat
30687
0.01
30687
0.01
0.00
71
28125
0.01
28125
0.01
0.00
72
28125
0.01
28125
0.01
0.00
73
Vimlaben S Gala
27020
0.01
27020
0.01
0.00
74
Manav S Gala
22500
0.01
22500
0.01
0.00
75
22500
0.01
22500
0.01
0.00
76
Bipin A Gala
21616
0.01
21616
0.01
0.00
77
Harakhchand R Gala
20458
0.01
20458
0.01
0.00
78
15650
0.01
15650
0.01
0.00
79
14089
0.01
14089
0.01
0.00
80
13317
0.01
13317
0.01
0.00
81
Anil D Gala
12738
0.01
12738
0.01
0.00
82
Sanjeev J Gala
12500
0.01
12500
0.01
0.00
83
Jasmine S Gala
12500
0.01
12500
0.01
0.00
84
Priti G Gala
9264
0.00
9264
0.00
0.00
85
8878
0.00
8878
0.00
0.00
86
Madhuriben H Gala
7720
0.00
7720
0.00
0.00
87
Raju H Gala
6369
0.00
6369
0.00
0.00
88
Sandeep S Gala
1250
0.00
1250
0.00
0.00
89
Navin N Shah
1158
0.00
1158
0.00
0.00
90
193
0.00
193
0.00
0.00
147212370
61.80
147214720
61.80
0.00
36
Name
No. of Shares
% of total shares
of the company
Date
Increase/Decrease
in Shareholding
Reason
% of total shares of
the company
No. of Shares
162500
0.07
04 Dec, 2015
264812
0.11
160000
0.07
04 Dec, 2015
262313
0.11
204625
0.09
04 Dec, 2015
(204625)
92935
0.04
08 May, 2015
150
Purchase
93085
0.04
09 Oct, 2015
170
Purchase
93255
0.04
23 Oct, 2015
2030
Purchase
95285
0.04
Sr.
No.
Name
No. of
Shares
19445575
% of total
shares of the
company
8.16
Date
Increase/
Decrease in
Shareholding
Cumulative Shareholding
during the year
Reason
No. of
Shares
% of total
shares of the
company
15 May 2015
200000
Purchase
19645575
8.25
22 May 2015
19300
Purchase
19664875
8.26
12 June 2015
300000
Purchase
19964875
8.38
03 July 2015
14000
Purchase
19978875
8.39
24 July 2015
20000
Purchase
19998875
8.40
07 Aug 2015
75705
Purchase
20074580
8.43
04 Sep 2015
87000
Purchase
20161580
8.46
6664338
2.80
6664338
2.80
6255559
2.63
24 July 2015
(13254)
Sale
6242305
2.62
18 Mar 2016
161537
Purchase
6403842
2.69
22 May 2015
163000
Purchase
4186653
1.76
30 June 2015
(37459)
Sale
4149194
1.74
17 July 2015
(62541)
Sale
4086653
1.72
31 July 2015
(14198)
Sale
4072455
1.71
28 Aug 2015
18449
Purchase
4090904
1.72
4023653
2290840
1.69
0.96
04 Sep 2015
21807
Purchase
4112711
1.73
11 Sep 2015
59744
Purchase
4172455
1.75
30 Oct 2015
102031
Purchase
4274486
1.79
06 Nov 2015
203835
Purchase
4478321
1.88
13 Nov 2015
37283
Purchase
4515604
1.9
20 Nov 2015
56851
Purchase
4572455
1.92
11 Dec 2015
100000
Purchase
4672455
1.96
31 Dec 2015
(174847)
Sale
4497608
1.89
22 Jan 2016
50000
Purchase
4547608
1.91
19 Feb 2016
7448
Purchase
4555056
1.91
10 Apr 2015
66876
Purchase
2357716
0.99
17 Apr 2015
20665
Purchase
2378381
24 Apr 2015
15000
Purchase
2393381
01 May 2015
25000
Purchase
2418381
1.02
08 May 2015
67850
Purchase
2486231
1.04
15 May 2015
30000
Purchase
2516231
1.06
22 May 2015
25000
Purchase
2541231
1.07
37
38
Nemish S Shah
1500000
1109888
1415299
0.63
0.47
0.59
1264938
0.54
10
1011811
0.42
05 June 2015
50000
Purchase
2591231
1.09
12 June 2015
25000
Purchase
2616231
1.1
03 July 2015
5372
Purchase
2621603
1.1
10 July 2015
24821
Purchase
2646424
1.11
17 July 2015
14848
Purchase
2661272
1.12
24 July 2015
13349
Purchase
2674621
1.12
31 July 2015
15000
Purchase
2689621
1.13
21 Aug 2015
45000
Purchase
2734621
1.15
28 Aug 2015
50000
Purchase
2784621
1.17
11 Sep 2015
31150
Purchase
2815771
1.18
09 Oct 2015
13643
Purchase
2829414
1.19
18 Dec 2015
50000
Purchase
2879414
1.21
15 Jan 2016
(13012)
Sale
2866402
1.2
05 Feb 2016
(11988)
Sale
2854414
1.2
12 Feb 2016
(50000)
Sale
2804414
1.18
18 Mar 2016
(70005)
Sale
2734409
1.15
25 Sep 2015
1500000
Purchase
3000000
1.26
30 Sep 2015
(1500000)
Sale
1500000
0.63
01 May 2015
(47848)
Sale
1062040
0.45
08 May 2015
(13280)
05 Feb 2016
39008
12 Feb 2016
126132
Purchase
1213900
0.51
19 Feb 2016
35889
Purchase
1249789
0.52
Sale
1048760
0.44
Purchase
1087768
0.46
26 Feb 2016
9689
Purchase
1259478
0.53
04 Mar 2016
24208
Purchase
1283686
0.54
01 May 2015
(4645)
Sale
1410654
0.59
08 May 2015
(40027)
Sale
1370627
0.56
05 Feb 2016
(64741)
Sale
1305886
0.55
12 Feb 2016
(35259)
Sale
1270627
0.53
1264938
0.54
0.43
0
10 Apr 2015
8474
Purchase
1020285
24 Apr 2015
9381
Purchase
1029666
0.43
01 May 2015
100000
Purchase
1129666
0.47
Sr.
No.
Date
Increase/
Decrease in
Shareholding
No. of Shares
% of total
shares of the
company
Cumulative Shareholding
during the year
Reason
No. of Shares
% of total
shares of the
company
Kamlesh S Vikamsey
Gnanesh D Gala
3219903
1.35
3219903
1.35
Raju H Gala
1156637
0.49
1156637
0.49
Bipin A Gala
1360064
0.57
1360064
0.57
Anil D Gala
3347886
1.41
3347886
1.41
Shailendra J Gala
1331904
0.56
1331904
0.56
Atul J Shethia
Nilesh S Vikamsey
Mohinderpal Bansal
4000
4000
10
Tushar K Jani
11
450
450
12
Usha Laxman
13
Amit D Buch
14
Deepak Kaku
V.INDEBTEDNESS
Indebtedness of the company including interest outstanding/accrued but not due for payment
Secured Loans
excluding deposits
Particulars
Unsecured Loans
(` in Lac)
Total
Indebtedness
Deposits
7,200
7,100
14,300
14
15
7,214
7,101
14,315
39
11,400
22,950
34,350
(16,600)
(22,100)
(38,700)
(5,200)
850
(4,350)
2,000
7,950
9,950
Reduction
Net Change
Indebtedness at the end of the financial year
(i) Principal Amount
(Amount in `)
JMD
WTD
WTD
WTD
WTD
Gnanesh
D Gala
Raju H
Gala
Bipin A
Gala
Anil D
Gala
Shailendra
J Gala
Atul J
Shethia
64,79,987
64,79,987
64,79,987
64,79,987
60,38,000
36,52,500
3,56,10,448
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify.
Others,please specify
64,79,987
64,799,87
64,799,87
647,99,87
60,38,000
36,52,500
3,56,10,448
Gross Salary
(a)Salary as per provisions contained in Section 17 (1)
of the Income-Tax Act, 1961
Total (A)
Ceiling as per Act
40
Total
MD
(Amount in `)
Kamlesh S
Vikamsey
Nilesh S
Vikamsey
Mohinder
Pal Bansal
Tushar K
Jani
Vijay B
Joshi
Usha
Laxman
Total
Amount
75,000
45,000
1,50,000
90,000
1,27,500
1,05,000
5,92,500
75,000
45,000
1,50,000
90,000
1,27,500
1,05,000
5,92,500
(Amount in `)
Ram Kamat
CFO upto
28 July 2015
Company
Secretary
Sr.
Particulars of Remuneration
No.
Gross Salary
(a) Salary as per provisions contained in Section 17 (1) of the Income-Tax Act, 1961
Deepak Kaku
CFO wef
28 July 2015
Total
25,10,907
6,33,350
18,34,272
49,78,529
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify
25,10,907
6,33,350
18,34,272
49,78,529
Total
VII.PENALTIES/PUNISHMENT/COMPOUNDING OFFENCES
on Company, Directors and Other Officers in Defaults NIL
41
(iv)
Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment, External Commercial
Borrowings:
(v)
The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act):-
42
(a)
The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
(b)
The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 and the Securities Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 (Not applicable to
the Company during Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 (Not applicable to the Company during
Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing
of Debt Securities) Regulations, 2008 (Not applicable to the
Company during Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to the Company
during Audit Period);
and
During the Audit Period under review and as per the representations and
clarifications made, the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, etc. mentioned above.
43
Appendix - I
To,
The Members,
Navneet Education Limited
(CIN: L22200MH1984PLC034055)
Our report of even date is to be read along with this letter.
Managements Responsibility
(1)
Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express an
opinion on these secretarial records based on our audit.
Disclaimer
(6) The Secretarial Audit report is neither an assurance as to the future
viability of the Company nor the efficacy or effectiveness with which
the Management has conducted the affairs of the Company.
Auditors Responsibility
(2) I have followed the audit practices and processes as were appropriate
to obtain reasonable assurance about the correctness of the contents
of the secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. I believe
that the processes and practices, I followed provide a reasonable
basis for our opinion.
(3) I have not verified the correctness and appropriate of financial records
and Books of Accounts of the Company.
44
Annexure D
FORM AOC - 1
(Pursuant to first proviso to Sub-Section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY/ASSOCIATES
SUBSIDIARIES
(` in Lac)
Sr.
No.
Name of
Subsidiary
Company
Reporting
Currency
Share
Capital
Reserves
& Surplus
Total
Liabilities
Investments
Turnover/
Total
Income
eSense Learning
Private Limited
INR
413.35
50.00
1,976.35 (471.27)
Navneet
Learning LLP
INR
5,303.91
(0.09)
Total
Assets
5,304.00
0.09
5,303.05
0.00
Profit
Before
Tax
(0.09)
Provision
for Tax
Profit
after Tax
Proposed
Dividend
% of
Shareholding
(471.27)
100
(0.09)
99.9
45
46
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors judgement, including the assessment of
risks of material misstatement of financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers internal
control relevant to the Companys preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting
estimates made by the Companys directors, as well as evaluating the
overall presentation of financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31,
2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal & Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 (the
Order), as amended, issued by the Central Government of India in
terms of section 143(11) of the Companies Act 2013, we give in the
Annexure A, a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
2. As required by the section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations,
which to the best of our knowledge and beliefs were necessary for
the purpose of our audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination
of those books;
(c) the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(d)
in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rule,
2014.
(e) on the basis of written representations received from the directors
as on March 31, 2016, and taken on record by the Board of
Directors, none of the directors are disqualified as on March 31,
2016, from being appointed as a director in terms of sub-section (2)
of section 164 of the Act; and
(f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in Annexure B.
(g)
With respect to the other matters to be included in the
Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
Place : Mumbai
Date : 21st May, 2016
47
complete.
(c) The title deeds of immovable properties are held in the name of
the Company.
2. (a)
The management has conducted the physical verification of
7. (a)
According to the information and explanation given to us and
according to the books and records as produced and examined
by us, in our opinion, the undisputed statutory dues in respect
of provident fund, employees state insurance, income tax, VAT,
service tax, duty of customs, cess and others as applicable have
been regularly deposited by the company during the year with
appropriate authorities. As on March 31, 2016, there are no such
undisputed dues payable for a period of more than six months
from the date they became payable.
3.
The Company has not granted any loans, secured or unsecured
to companies, firms, Limited Liability Partnerships or other parties
covered in the Register maintained under section 189 of the Act.
Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are
not applicable to the Company and hence not commented upon.
4.
In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of section
185 and 186 of the Companies Act, 2013, in respect of loans,
investments, guarantees, and security.
Name of the
Statute
Central Sales
Tax Act and
local sales
tax/VAT Act of
various states
Nature of
Dues
Sales Tax/
VAT/CST
Amount
in Lac (`)
Period to
which the
amount relates
8.11
2004-05
1,401.62
2007-08
1,403.04
2008-09
212.44
2009-10
0.79
2005-06 to
2010-11
305.18
2010-11
340.72
2011-12
5. The Company has not accepted any deposits during the year from
the public within the meaning of the directives issued by the Reserve
Forum where
the dispute is
pending
Appellate
Tribunal
Departmental
Appellate
Authorities
Appeal
pending to be
filed before
Departmental
Appellate
Authorities
48
3 (ix) of the Order are not applicable to the Company and hence not
commented upon.
15. Based upon the audit procedures performed and the information and
explanations given by the management, the company has not entered
10. Based upon the audit procedures performed and the information and
with him. Accordingly, the provisions of clause 3 (xv) of the Order are
11. Based upon the audit procedures performed and the information and
the provisions of clause 3 (xvi) of the Order are not applicable to the
12.
In our opinion, the Company is not a Nidhi Company. Therefore,
Chartered Accountants
the provisions of clause 4 (xii) of the Order are not applicable to the
Company.
Sd/-
13.
In our opinion, all transactions with the related parties are in
Haresh K. Chheda
compliance with section 177 and 188 of Companies Act, 2013 and the
Partner
Place : Mumbai
14.
Based upon the audit procedures performed and the information
49
and plan and perform the audit to obtain reasonable assurance about
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the internal financial controls over financial reporting of
Navneet Education Limited as of March 31, 2016 in conjunction with our
audit of the standalone financial statements of the Company for the year
ended on that date.
50
a material weakness exists, and testing and evaluating the design and
Auditors Responsibility
fraud may occur and not be detected. Also, projections of any evaluation
Chartered Accountants
are subject to the risk that the internal financial control over financial
Sd/-
Partner
deteriorate.
Opinion
Place : Mumbai
Haresh K. Chheda
Membership Number : 38262
51
Balance Sheet
As at
31st March, 2016
` in Lac
As at
31st March, 2015
` in Lac
1
2
4,764
58,086
62,850
4,764
51,613
56,377
2. Non-Current Liabilities
a) Deferred Tax Liabilities (Net)
b) Long-Term Provisions
3
4
130
797
927
405
456
862
3.
Current Liabilities
a) Short-Term Borrowings
b) Trade Payables
c) Other Current Liabilities
d) Short-Term Provisions
5
6
7
8
TOTAL
ASSETS
1. Non-Current Assets
a) Fixed Assets
i) Tangible Assets
ii) Intangible Assets
iii) Capital work-in-progress
9,950
2,941
3,585
113
16,589
80,366
14,300
1,799
3,817
6,805
26,720
83,960
9
9
10
16,936
756
83
17,775
16,071
876
400
17,347
b) Non-Current Investments
c) Long-Term Loans and Advances
d) Other Non-Current Assets
11
12
13
7,305
3,728
3
28,811
6,884
2,760
55
27,045
2.
Current Assets
a) Inventories
b) Trade Receivables
c) Cash and Bank Balances
d) Short-Term Loans and Advances
e) Other Current Assets
14
15
16
17
18
30,475
18,168
527
1,478
907
51,555
80,366
34,659
17,944
512
2,994
805
56,915
83,960
Particulars
EQUITY AND LIABILITIES
1. Shareholders funds
a) Share Capital
b) Reserve and Surplus
Note No.
TOTAL
Significant Accounting Policies And Notes on Financial Statements
As per our report of even date attached hereto
For GBCA & Associates
Chartered Accountants
(Firm Registration Number 103142W)
sd/Haresh K. Chheda
Partner
Membership Number 38262
Mumbai, 21st May, 2016
52
1 to 44
For & On behalf of the Board
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
sd/-
sd/-
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
19
20
93,112
1,857
94,969
95,937
309
96,246
21
40,698
277
4,876
50,903
93
(4,931)
9,192
348
2,676
17,462
75,528
19,441
8,073
910
2,819
18,524
76,392
19,855
6,875
(276)
61
6,660
12,780
6,990
(65)
6,925
12,930
5.37
5.37
5.43
5.43
Note No.
Income :
Revenue from operations
Other Income
Total Revenue
Expenses :
Cost of Material consumed
Purchase of Stock-in-Trade
Changes in Inventories of Finished Goods, Work-in-Progress
and Stock-in-Trade
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
Other Expenses
22
23
24
9
25
35
1 to 44
For & On behalf of the Board
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
sd/-
sd/-
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
53
2014-15
` in Lac
` in Lac
19,441
19,855
(1,142)
(97)
(462)
37
(365)
(70)
348
910
2,676
2,819
(326)
4,184
(1,693)
(2,591)
7,099
1210
(356)
(7,423)
(6,502)
15,875
21,676
(3,108)
(1,746)
530
27
(421)
(5,992)
2,815
1,029
(305,565)
(183,370)
305,930
183,440
Purchase of Investment
Sale of Investment
(Profit)/Loss on Share of LLP
1,142
97
1,323
(6,515)
(34)
(4,350)
(8,737)
(362)
(933)
(12,472)
(5,573)
(17,183)
(15,277)
15
(116)
54
2014-15
` in Lac
` in Lac
512
628
527
512
15
(116)
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
55
56
and spread over the period during which the benefit is expected to
be derived from employees services.
(iii) Compensated absences which are not expected to occur within
twelve months after the end of the period in which the employee
renders the related services are recognised as a liability at the
present value of the defined benefit obligation at the balance sheet
date based on an actuarial valuation carried out by an independent
actuary.
(K) Investments
Long-term Investments are carried at cost after deducting provision,if
any, for other than temporary diminution in the value of investments.
Current Investments are carried at the lower of cost and market/fair
value of each investment individually.
(L) Borrowing Costs
The Company capitalises the borrowing costs which are directly
attributable to the acquisition or construction of qualifying assets till the
said asset is put to use or ready to be put to use. All other borrowing
costs are charged to the Statement of Profit and Loss in the period in
which they are incurred.
(M) Leased Assets
Operating Lease : Rentals are expensed with reference to lease terms
and other considerations.
(N) Provision for Tax
Tax expense comprises of current tax and deferred tax. Provision
for current tax is determined on the basis of taxable income for the
period as per the provisions of Income Tax Act, 1961. Deferred tax is
recognized, subject to consideration of prudence, on timing differences
between book profits and tax profits using the tax rates and laws that
have been enacted by the balance sheet date. Deferred tax assets
are recognized and carried forward only when there is a reasonable
certainty that the assets will be realized in future.
(O) Contingent Liabilities and Provisions
A disclosure for a contingent liability is made when there is a possible
obligation or present obligation that may, but probably will not, require
an outflow of resources. Provisions are recognised when there is a
present obligation as a result of past event,and it is probable that an
outflow of resources will be required to settle the obligation, in respect
of which a reliable estimate can be made. Provisions are determined
based on the best estimate required to settle the obligation at the
Balance Sheet date.
57
As at
31st March, 2015
` in Lac
` in Lac
4,966
4,966
34
34
5,000
5,000
4,764
4,764
4,764
4,764
1 SHARE CAPITAL
Authorised :
3,40,500 (3,40,500) 6% Redeemable Non cumulative Preference Shares (RNCPS) of ` 10/- each
TOTAL
23,82,15,000 (23,82,15,000) Equity Shares of ` 2/- each (` 2/- each) fully paid up
Number of Shares
` in Lac
Number of Shares
` in Lac
238,215,000
4764
238,215,000
4764
238,215,000
4764
238,215,000
4764
Number of Shares
58
` in Lac
340,500
34
(340,500)
(34)
(i) Redemption - To be redeemed at par at the end of 18 months from the date of allotment.
(iii) Call Option - The Company has an option to redeem the Preference Shares at any time after the end of 1 year from the date of allotment. If
the Company exercises its call option, it will pay the amount of the face value of the Preference Shares along with dividend declared, if any,
up to the date on which it exercise the call option. In case the Company exercises the call option, its liability to the Preference Shareholders
shall stand extinguished from the date of dispatch of the cheques/pay order for the redemption amount, along with dividend, if any.
(iv)Each holder of 6% RNCPS is entitled to one vote per RNCPS only on resolution placed before the Company which directly affect the rights
attached to RNCPS.
(v)In the event of winding up of the company, before redemption of RNCPS, the holders of RNCPS will have priority over equity shareholders
in the payment of dividend and repayment of capital.
1.4 Aggregate number and class of shares alloted as fully paid up pursuant to contract (S) without payment being received in Cash.
96,500,484 equity shares of ` 2 each were issued in February, 2013 to the erstwhile shareholders of Lakheni Publication Pvt. Ltd. pursuant to the
scheme of amalgamation without payment being received in cash.
1.5 Equity Shareholders holding more than 5% of the shares
As at 31st March, 2016 As at 31st March, 2015
Particulars
No. of Shares
% held
Amarchand Ramji Gala, Dungarshi Ramji Gala, Gnanesh Dungarshi Gala - Trustee of Navneet
Trust
94,570,474
39.70
94,570,474
39.70
HDFC Trustee Company Ltd - HDFC MF Monthly Income Plan Long Term Plan
20,161,580
8.46
19,445,575
8.16
59
60
As at
31st March, 2016
As at
31st March, 2015
` in Lac
` in Lac
76
76
76
76
14,284
1,280
15,564
13,257
1,293
(231)
(34)
14,284
34
34
34
34
37,219
12,780
49,999
31,890
12,929
44,820
5,241
5,241
1,067
1,280
7,588
5,241
#
5,241
1,067
1,293
7,601
42,411
58,086
37,219
51,613
As at
31st March, 2015
` in Lac
` in Lac
Depreciation
79
485
51
(79)
130
405
797
456
797
456
CURRENT LIABILITIES
5 SHORT TERM BORROWINGS:
(A) Secured
2,000
7,200
2,000
7,200
7,950
7,100
7,950
7,100
9,950
14,300
All short term rupee loans equivalent to ` 2000 Lac (Previous Year ` 7200 Lac) are secured against :
-Hypothecation & first charge over stock of raw materials, work-in-process, finished goods, stores
& spares not relating to plant and machinery & book debts. Mortgage & first charge over office
premises 1A, 1B, 2A & 2B at Benefice Business House located at Lower Parel, Mumbai.
(B) Unsecured
From Banks :
Rupee Loan
TOTAL
61
As at
31st March, 2015
` in Lac
130
2,811
2,941
106
1,693
1,799
63
1
48
1
131
7
-
87
5
-
234
254
2
271
23
1,175
242
347
110
15
176
81
876
221
75
96
8
176
522
414
92
3,584
68
94
7
182
492
722
425
3,817
Details of the dues to Micro, Small and Medium Enterprises (MSME), as defined in the Micro,
Small and Medium Enterprises Development Act, 2006, as on 31st March, 2016 based on available
information with the Company which are as under :
Particulars
Principal amount due and remaining unpaid
Interest due on above and the unpaid interest
Interest paid
Payment made beyond the appointed day during the year
Interest accrued and remaining unpaid
Amount of further interest remaining due and payable in succeeding years
62
Statutory Dues
- Provident Fund/ESIC/Profession Tax
- Tax Deducted At Source
- Service tax/WCT/Excise payable
- Sales tax/VAT payable
Provision for Expenses
Sundry Creditors Others
Book Overdraft
As at
31st March, 2015
` in Lac
113
82
113
415
5,241
1,067
6,805
9 FIXED ASSETS
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016
Gross Block
` in Lac
Deprecation/Amortization
Deductions
Total upto
As on
As on
upto
trfd. to
on Sales/
31.03.2016
31.03.2016
31.03.2015
01.04.2015
Reserve
Transfer
Cost As on
Additions
Deduction/
Cost as on
Provided
No. of Assets
01.04.2015
during
Adjustments
31.03.2016
the year
Net Block
Depr.
Sr. Description
Tangible
1. Land - Freehold
2. Land - Leasehold
1,127
628
29
1,727
1,727
1,127
84
84
71
77
13
3. Building
12,675
986
94
13,568
4,347
918
75
5,190
8,377
8,328
16,497
1,355
162
17,690
10,825
1,155
150
11,831
5,859
5,671
5. Office Equipments
325
55
380
261
46
307
72
63
1,536
74
1,610
1,197
95
1,292
318
339
7. Vehicles
1,701
279
71
1,909
1,172
224
63
1,332
576
529
8. Trade Mark
59
59
57
58
9. Copy Right
724
Intangible
1,035
10
1,046
311
104
415
631
10. SAP
247
247
247
247
11. Software
786
101
887
636
127
762
125
150
Total
36,071
3,489
356
39,205
19,125
2,676
288
21,513
17,692
16,947
Previous Year
35,172
1,693
793
36,071
16,685
2,819
350
729
19,125
16,947 -
63
As at
31st March, 2015
` in Lac
` in Lac
400
451
56
397
(373)
(448)
83
400
506
506
1,500
1,500
Opening Balance
Closing Balance
64
Other Investments (Valued at Cost less other than temporary diminution in value, if any)
5,299
4,878
7,305
6,884
7,305
6,884
As at
31st March, 2015
` in Lac
` in Lac
367
589
107
207
214
194
395
322
110
50
500
970
196
190
16
176
100
24
21
1,606
108
3,728
2,760
52
55
14 INVENTORIES
Raw Materials
593
594
8,590
8,378
893
411
Finished Goods
18,621
23,630
Work In Process
1,778
1,643
30,475
34,659
65
15 TRADE RECEIVABLES
(Unsecured, considered good)
Over six months
Others
16
17
1,378
16,790
18,168
864
17,081
17,944
38
34
235
273
368
402
254
254
527
110
110
512
11
185
101
75
68
6
190
776
38
28
1,478
17
157
560
105
12
157
440
40
1,506
2,994
66
714
780
130
26
62
907
805
92,895
95,852
Sale of products
- Finished Goods
- Traded Goods
297
195
Sale of services
640
604
764
989
94,596
97,640
(1,154)
(1,319)
(330)
(384)
93,112
95,937
Educational Books
47,891
48,752
Paper Stationery
39,229
40,052
5,775
7,048
92,895
95,852
Others
20 OTHER INCOME
365
70
858
70
Interest Income
635
169
1,857
309
67
21 COST OF MATERIAL
Raw Materials Consumed
21.1 Cost of Material Consumed
Paper
Others
22
Opening Stock
Work In Process
Finished Goods
Stock in Trade
23
24 FINANCE COST
Interest Expenses
Applicable net gain/loss on foreign currency translation and transactions
68
40,698
40,698
35,138
5,560
40,698
50,903
50,903
43,597
7,306
50,903
1,778
18,621
#
20,399
1,643
23,630
2
25,275
1,643
23,630
2
25,275
4,877
1,556
18,785
3
20,344
(4,931)
377
1,158
9
234
1,778
423
949
5
267
1,643
7,945
705
541
9,192
6,900
661
511
8,073
348
348
666
244
910
` in Lac
` in Lac
869
1,186
1,777
228
872
489
204
214
19
988
1,807
351
181
142
1,660
322
473
893
1,242
528
11
685
100
3
612
1,049
1,426
1,743
288
943
504
200
156
4
935
1,837
455
177
135
1,751
340
331
856
1,412
572
1
613
213
13
502
(508)
2,112
17,462
72
1,996
18,524
25 OTHER EXPENSES
Printing Expenses
Binding Expenses
Other Manufacturing Expenses
Power & Fuel
Freight & Octroi
Stores & Spares Consumed
Repairs to Plant & Machinery
Rates & Taxes
Sales Tax Expenses
Rent
Royalty
Building Repairs & Maintenance
Other Repairs
Insurance
Transportation Expenses
Commission
Advertisement
Marketing Expenses
Sales Promotion Expenses
Discount & Rebate
Bad debts and other irrecoverable advance written off
Donation and CSR Expenses
Bank Charges
Prior Period items
Legal and Professional Fees (Refer Note No. 30)
* includes write off of investment of ` NIL (Previous year ` 374 Lac) and reversal of provision for diminution of investments created in earlier years.
Net Impact in Profit & Loss account on account of write off of Investment is ` NIL (Previous year ` 48 Lac)
69
(b) For disputed Sales tax matters ` 3841 Lac (Previous Year ` 2954 Lac) against which amount paid ` 169 Lac (Previous year ` 84 Lac)
Duty liability amounting to ` 294 Lac (` 326 Lac) for the purchase of excisable inputs without payment of duty under the bonds executed if the
export obligation is not fulfilled.
(d) In respect of Bank Guarantee given for tender of ` 39 Lac (Previous Year ` 50 Lac).
(e) In respect of Bank Guarantee given for subsidiary Company of ` 1000 Lac (Previous Year ` 1000 Lac)
The Company has sold USD 32.36 Mn - equivalent ` 22034 Lac (Previous Year USD 29.54 Mn - equivalent ` 18635 Lac) to cover export receivables.
2015-16
2014-15
` in Lac
` in Lac
Audit Fees
11
11
Limited Review
Representation matters
Other Matters
24
21
70
Capital Goods
775
160
198
84
189
1,161
1,162
1,405
2014-15
` in Lac
` in Lac
Interest
38
51
91
821
683
878
819
17,167
17,005
Professional Fees
Other Matters
Interest Income
72
16
17,238
17,021
Others
32. Percentage and Value of Imported and Indigenous Raw Material and Stores & Machinery Spares Consumed.
Raw Material
%
Imported
Indigeneous
Total
Value (` in Lac)
Value (` in Lac)
0.40%
161
15.68%
109
(0.33)
(170)
(13.29)
(94)
99.60%
40,537
84.32%
584
(99.67)
(50,734)
(86.71)
(610)
100%
40,698
100%
692
(100.00)
(50,903)
(100.00)
(704)
33. Foreign currency translation of ` 508 Lac (Previous Year debited ` 316 Lac) arising on account of the exchange difference is credited to the
Statement of Profit & Loss.
71
(I) List of related parties where control exists and related parties with whom transactions have taken place and relationships :
Subsidiary Company 100% (P.Y. 100%) of whose equity share capital is held by the Company as at
31st March, 2016
Subsidiary 95% (P.Y. 95%) of share of profit of the Company as at 31st March, 2016
(b) Other Related Parties with whom transactions have taken place during the year :
(i)Enterprises owned or significantly influenced by key management personnel or their relatives :
1. Navneet Prakashan Kendra
2. Vikas Prakashan
3. Gala Publishers
4. Sandeep Agency
5. Gala Comp
6. The Flagship Advertising Pvt. Ltd.
72
N. N. Shah
B. A. Gala
A. D. Gala
G. D. Gala
R. H. Gala
D. C. Sampat
S. J. Gala
S. J. Gala
9. Shri K. H. Gala
10. Shri S. S. Gala
11. Shri K. B. Gala
12. Smt. Pooja Ketan Gala
13. Shri Deepak L. Kaku
14. Shri Amit D. Buch
15. Shri Ram S. Kamat
` in Lac
(II) Disclosure in respect of transactions with related parties during the year
Sr. No.
2015-16
Amounts for
Amount
major parties
2014-15
Amounts for
Amount
major parties
2,474
2,528
1,372
592
346
123
601
1,476
550
347
108
648
1,600
-
421
1,600
6,546
421
26
5,046
1,500
-
26
114
90
114
470
90
8,266
470
-
3,580
4,686
180
500
180
970
500
110
970
50
110
7,305
50
6,884
2,006
5,299
2,006
4,878
73
(i)
Subsidiaries
eSense Learning Pvt. Ltd.
500
(500)
-(--)
Note : Loans to employees under various schemes of the Company have been considered to be outside the purview of the disclosure requirements.
2015-16
` in Lac
2014-15
` in Lac
(a) Net Profit available for Equity Shareholders as per statement of profit and loss
12,780
12,930
(b) Weighted average number of equity shares for basic and diluted EPS (in No.)
2,382
2,382
5.37
5.43
2.00
2.00
The existing operating lease agreements permit the lessee to cancel the arrangement before expiry of the normal tenure of the lease. As such, no
disclosures are required to be made.
74
The Company has taken various commercial premises under cancelable operating leases. These are normally renewable on expiry.
Particulars
` in Lac
As at 31.03.2016
As at 01.04.2015
Additions
Utilised/Written
Back
538
372
911
538
372
911
39. Disclosure pursuant to Accounting Standard - 15 (Revised) Employee benefits (a) The actuarial valuations of the various employee benefits were carried out by using the Projected Unit Credit Method.
(b) The Company has recognised the following amounts towards defined contribution plans as an expense and included in the Statement of Profit
and Loss.
2015-16
2014-15
i) Provident Fund
ii)
ESIC
General description
` in Lac
` in Lac
351
315
39
43
The Company makes annual contribution to the employee group gratuity scheme of the Life Insurance Corporation of India, funded defined
benefits plan for qualified employees. The scheme provided for lumpsum payments to vested employees at retirement,death while in employment
or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six
months. Vesting occurs upon completion of five years of service.
2. Accrual for leave encashment benefit is made on the basis of a year-end actuarial valuation in pursuance of the Companys leave rules.
The following table sets out for the status of gratuity/leave encashment plan (Please refer next page) :
75
Gratuity (Funded)
31.03.2016
31.03.2015
Change in Obligation
Opening Present Value of Accrued Gratuity
Service Cost including actuarial gain/(loss)
Interest Cost
Less : Benefits paid
Closing Present Value of Accrued Gratuity
Change in Plan Assets
Opening Fund Balance
Return on the plan assets
Contribution paid
Less : Benefits paid
Closing Fund Balance
Reconciliation of present value of obligation and the plan asset
Closing Fund Balance
Closing present value of Accrued Gratuity
Net Liability
Liability recognized in balance sheet
Expenses recognized in the Statement of P & L
Current Service Cost
Interest Cost
Expected Return on Plan Assets
Net Actual (Gain)/Loss recognized for the period
Expenses recognized in the Statement of P & L
Movement in the Liability recognized in Balance Sheet
Opening Net Liability
Expenses as above
Contribution paid
Closing Net Liability
Assumptions
Expected return on plan assets
Salary escalation rate
Discounting rate
76
` in Lac
Leave Encashment (Non-Funded)
31.03.2016
31.03.2015
1,820
163
146
(25)
2,103
1,459
255
117
(11)
1,820
538
372
40
(40)
911
405
129
35
(32)
538
1,870
158
243
(25)
2,245
1,528
140
213
(11)
1,870
40
(40)
-
32
(32)
-
2,245
2,103
(142)
1,870
1,820
(50)
911
911
538
538
339
40
33
413
142
35
(13)
165
538
413
(40)
911
405
165
(32)
538
NA
6.00%
7.85%
NA
4.00%
7.80%
8.00%
8.33%
8.00%
8.00%
8.33%
8.00%
Loans given and investments made are shown in their respective heads.
Guarantee is given by the Company in respect of loan taken by its subsidiary eSense Learning Pvt. Ltd. for ` 1000 Lac (Previous Year ` 1000 Lac)
as at 31st March, 2016.
43. Figures of ` 50,000 or less have been denoted by #
44. Previous Year Figures have been regrouped/rearranged wherever necessary.
As per our report of even date attached hereto
For GBCA & Associates
Chartered Accountants
(Firm Registration Number 103142W)
sd/Haresh K. Chheda
Partner
Membership Number 38262
Mumbai, 21st May, 2016
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
77
Y
L
L
A
N
O
I
T
N
E
K
T
IN AN
IS BL
E
T
G
P
PA KE
S
I
H
78
Consolidated
Financial
Statements
for the year ended 31st March, 2016
79
Auditors Responsibility
accounting
policies
and
other
explanatory
information
Responsibility
for
the
Consolidated
Financial
80
(f)
With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in Annexure A.
(g)With respect to the other matters to be included in the Auditors Report
in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i)
The consolidated financial statements disclose the impact of
pending litigations on the consolidated financial position of the
Group. Refer Note 26 to the consolidated financial statements;
(ii)
The Group did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
Place : Mumbai
Date : 21st May, 2016
81
82
Other Matters
Our aforesaid reports under section 143(3)(i) of the Act on the adequacy
and operation effectiveness of the internal financial control over financial
reporting in so far as it relates to an associate which is company
incorporated in India, is based on the corresponding information provided
by the management.
Opinion
In our opinion, the Holding Company and its subsidiary companies, which
are companies incorporated in India, have, in all material respects, an
adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively
as at March 31, 2016, based on the internal control over financial reporting
criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the ICAI.
Place : Mumbai
Date : 21st May, 2016
83
As at
31st March, 2015
` in Lac
1
2
4,764
53,564
58,328
5
4,764
49,561
54,326
5
3
4
130
918
1,048
405
504
909
3. Current Liabilities
(a) Short-Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions
5
6
7
8
TOTAL
ASSETS
1. Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital work-in-progress
10,347
2,971
3,855
124
17,297
76,678
14,358
1,814
4,045
6,806
27,023
82,263
9
9
10
17,325
224
83
17,632
3,255
3,257
5
24,149
16,732
260
400
17,393
4,923
1,816
56
24,188
30,644
18,888
590
1,497
910
52,529
76,678
34,836
18,856
551
3,022
809
58,075
82,263
Particulars
EQUITY AND LIABILITIES
1. Shareholders funds
(a) Share Capital
(b) Reserve and Surplus
Note No.
1. Account Receivable
turnover ratio = Sales/
trade receivables
=967/189 =5.11
Avg sales credit
=52/5.11 = 10 weeks
(high)
TOTAL
Significant Accounting Policies And Notes on Financial Statements
84
11
12
13
590- check
from CFS at end of
year
14
15
16
17
18
1 to 41
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
Particulars
19
20
94,981
1,762
96,743
97,948
278
98,226
21
40,807
348
4,885
50,999
113
(4,707)
10,059
355
2,875
18,326
77,655
19,088
8,748
911
3,076
19,124
78,262
19,964
6,875
(276)
61
12,428
6,990
(65)
13,039
(752)
(1,267)
#
(70)
(2,089)
10,339
(1)
(4)
(5)
13,034
4.34
4.34
5.47
5.47
Note No.
Income :
Revenue from operations
Other Income
Total Revenue
Expenses :
Cost of Material consumed
Purchase of Stock-in-Trade
Changes in Inventories of Finished Goods, Work-in-Progress
and Stock-in-Trade
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
Other Expenses
22
23
24
9
25
30
1 to 41
For & On behalf of the Board
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
85
2014-15
` in Lac
86
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
87
As at
31st March, 2015
` in Lac
` in Lac
4,966
4,966
34
34
5,000
5,000
4,764
4,764
4,764
4,764
1 SHARE CAPITAL
Authorised :
24,82,97,500 (24,82,97,500) Equity Shares of ` 2/- each (` 2/- each)
3,40,500 (3,40,500) 6% Redeemable Non-Cumulative Preference Shares (RNCPS) of ` 10/- each.
` in Lac
238,215,000
4764
238,215,000
4764
238,215,000
4764
238,215,000
4764
` in Lac
340,500
34
(340,500)
(34)
88
% held
Amarchand Ramji Gala, Dungarshi Ramji Gala, Gnanesh Dungarshi Gala Trustee of Navneet Trust
94,570,474
39.70
94,570,474
39.70
HDFC Trustee Company Ltd - HDFC MF Monthly Income Plan Long Term Plan
20,161,580
8.46
19,445,575
8.16
89
90
As at
31st March, 2016
` in Lac
As at
31st March, 2015
` in Lac
76
76
76
76
14,284
1,280
15,564
13,257
1,293
(231)
(34)
14,284
34
34
34
34
29
(29)
-
29
29
35,138
10,339
45,477
29,705
13,034
42,739
5,241
5,241
1,067
1,280
7,588
37,890
53,564
5,241
#
5,241
1,067
1,293
7,601
35,138
49,561
As at
31st March, 2015
` in Lac
` in Lac
Depreciation
79
485
51
(79)
130
405
879
488
39
16
918
504
2,397
7,258
2,397
7,258
7,950
7,100
7,950
7,100
10,347
14,358
CURRENT LIABILITIES
5 SHORT TERM BORROWINGS :
(A) Secured
(i) Working Capital Rupee Loans repayable on demand from banks
All short term rupee loans equivalent to ` 2397 Lac (Previous Year ` 7258 Lac) are secured against :
-H
ypothecation & first charge over stock of raw materials, work-in-process, finished goods, stores
& spares not relating to plant and machinery & book debts. Mortgage & first charge over office
premises 1A, 1B, 2A & 2B at Benefice Business House located at Lower Parel, Mumbai
B) Unsecured
From Banks:
Rupee Loan
TOTAL
91
6 TRADE PAYABLES :
- Due to Micro, Small and Medium Enterprises
- Due to Others
TOTAL
As at
31st March, 2016
As at
31st March, 2015
` in Lac
` in Lac
130
2,841
2,971
106
1,708
1,814
63
1
131
7
-
48
1
87
5
-
Details of the dues to Micro, Small and Medium Enterprises (MSME), as defined in the Micro,
Small and Medium Enterprises Development Act, 2006, as on 31st March 2016 based on available
information with the Company which are as under :
Particulars
Principal amount due and remaining unpaid
Interest due on above and the unpaid interest
Interest paid
Payment made beyond the appointed day during the year
Interest accrued and remaining unpaid
Amount of further interest remaining due and payable in succeeding years
92
322
254
2
271
23
1,213
277
461
110
15
176
82
903
270
82
110
8
177
538
485
92
3,855
74
103
7
183
498
738
425
4,045
As at
31st March, 2015
` in Lac
120
83
Other Provision
415
- Proposed Dividend
5,241
1,067
124
6,806
` in Lac
9 FIXED ASSETS
Gross Block
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Description
of Assets
Tangible
Land - Freehold
Land - Leasehold
Building
Plant & Machinery
Plant & Mic-Lease
Office Equipments
Furniture & Fixtures
Vehicles
Intangible
Intellectual Property
Trade Mark
Copy Right
SAP
Software
Total
Previous Year
Deprecation/Amortization
Provided
up to
1.04.2015
For the
Year
Net Block
Dept.
Deduction/
Trfd. to
AdjustReserve
ments
Total up to
31.03.2016
As on
31.03.2016
As on
31.03.2015
1,127
84
12,675
16,686
1510
344
1,546
1,702
628
986
1,372
4
57
74
279
29
94
162
37
71
1,727
84
13,568
17,896
1477
401
1,621
1,909
71
4,347
10,990
880
278
1,203
1,173
6
918
1,174
260
48
96
224
75
150
22
63
77
5,190
12,014
1118
325
1,300
1,333
1,727
6
8,377
5,882
359
76
321
576
1,127
13
8,328
5,696
630
66
343
529
82
441
53
247
914
37,410
36,521
10
101
3,512
1,752
392
862
82
441
63
247
1,015
40,530
37,410
25
439
8
247
756
20,419
17,756
8
1
5
133
2,875
3,076
350
311
763
33
440
14
247
889
22,981
20,418
48
1
49
126
17,549
16,993
56
2
45
158
16,993
-
93
As at
31st March, 2016
` in Lac
As at
31st March, 2015
` in Lac
400
451
56
397
(373)
(448)
83
400
Opening Balance
Closing Balance
11 NON-CURRENT INVESTMENTS
756
759
4,544
4,122
(2,089)
(3)
Preference Shares
K12 Techno Services Pvt. Ltd.
15618 (15618) Class A Compulsorily Convertible Preference Shares of ` 10/- each
Goodwill/(Capital Reserve)
3,211
4,879
44
44
3,255
4,923
3,255
4,923
94
14 INVENTORIES
Stores, Spares & Consumables
Raw Materials
Raw Materials in transit
Finished Goods
Work In Process
Stock in Trade (in respect of Goods acquired for Trading)
15 TRADE RECEIVABLES
(Unsecured, considered good)
Over six months
Others
As at
31st March, 2016
` in Lac
As at
31st March, 2015
` in Lac
367
107
214
421
7
110
196
5
178
24
21
1,606
3,257
589
207
194
345
8
50
190
16
102
#
6
108
1,816
1
4
5
52
4
56
597
8,590
893
18,729
1,778
56
30,644
596
8,380
411
23,726
1,643
80
34,836
1,996
16,892
18,888
1,583
17,273
18,856
95
As at
31st March, 2015
` in Lac
40
37
297
404
336
441
254
110
[B]
254
110
[A + B]
590
551
11
17
185
158
Cash on hand
- In Current Account
[A]
In Dividend Account
96
101
440
75
68
105
12
196
166
779
565
38
40
32
1,513
1,497
3,022
As at
31st March, 2015
` in Lac
714
133
62
#
910
780
30
#
809
94,600
297
913
764
96,574
(1,263)
(330)
94,981
97,589
195
999
989
99,771
(1,440)
(384)
97,948
49,596
39,229
5,775
94,600
50,489
40,052
7,048
97,589
365
366
475
556
1,762
70
132
(36)
#
112
278
Sale of products
- Finished Goods
- Traded Goods
Sale of services
Other operating revenues
OTHER INCOME
Profit/(Loss) on Sale of Investments
Other non-operating income
Profit/(Loss) on Sale of Assets
Exchange Fluctuation on Consolidation - Profit/(Loss)
Interest Income
97
As at
31st March, 2015
` in Lac
40,807
50,999
40,807
50,999
Paper
35,247
43,597
Others
5,560
7,402
40,807
50,999
1,778
1,643
18,729
23,726
56
80
20,564
25,449
Closing Stock
Finished Goods
Stock in Trade
Opening Stock
Work In Process
1,643
1,556
Finished Goods
23,726
18,962
Stock in Trade
80
223
25,449
20,741
4,885
(4,707)
377
423
1,158
949
Forms
98
Printed covers
Pasted Sheets
Ruled Sheets
234
267
1,778
1,643
23
24 FINANCE COST
Interest Expenses
Applicable net gain/loss on foreign currency translation and transactions
25 OTHER EXPENSES
Printing Expenses
Binding Expenses
Other Manufacturing Expenses
Power & Fuel
Freight & Octroi
Stores & Spares Consumed
Repairs to Plant & Machinery
Rates & Taxes
Sales Tax Expenses
Rent
Royalty
Building Repairs & Maintenance
Other Repairs
Insurance
Transportation Expenses
Commission
Advertisement
Marketing Expenses
Sales Promotion Expenses
Discount & Rebate
Bad debts and other irrecoverable advance written off
Donation and CSR Expenses
Bank Charges
Prior Period items
Legal and Professional Fees
Exchange Difference (Net)
Other Expenses
TOTAL
As at
31st March, 2016
` in Lac
As at
31st March, 2015
` in Lac
8,708
776
575
10,059
7,507
702
538
8,748
355
355
666
244
911
869
1,186
1,954
228
872
489
204
220
22
1,012
1,787
360
200
142
1,690
331
513
1,000
1,487
541
132
685
102
9
629
(537)
2,197
18,326
1,049
1,426
1,821
288
943
504
200
161
7
973
1,837
464
204
135
1,761
341
395
984
1,506
584
137
613
214
18
519
72
1,967
19,124
99
(b) For disputed Sales tax matters ` 3841 Lac (Previous Year ` 2954
Lac) against which amount paid ` 169 Lac (Previous year ` 84 Lac)
Duty liability amounting to Rs 294 Lac (` 326 Lac) for the purchase
of excisable inputs without payment of duty under the bonds
executed if the export obligation is not fulfilled.
(d) In respect of Bank Guarantee given for tender of ` 39 Lac (Previous
Year ` 50 Lac).
(I)
List of related parties with whom transactions have taken
place and relationships :
(i)
Associate :
(ii)
Enterprises owned or significantly influenced by key
100
` in Lac
(II) Disclosure in respect of transactions with related parties during the year :
2015-16
Amounts for
Amount
major parties
2,445
Vikas Prakashan
1,372
1,476
592
550
Gala Publishers
346
347
123
108
Remuneration/Salary Paid to
607
656
2,527
Sandeep Agency
KMP & their relatives
3
2014-15
Amounts for
Amount
major parties
Investment
In Equity Shares
Associate:
180
-
180
In Preference Shares
Associate:
421
421
110
50
110
50
Investments
In Equity Shares
Associate:
759
759
759
759
In Preference Shares
Associate:
K-12 Techno Services Pvt. Ltd.
4,531
4,110
4,531
4,110
101
Net Profit available for Equity Shareholders as per statement of profit and loss
10,339
13,034
Weighted average number of equity shares for basic and diluted EPS (in No.)
2,382
2,382
4.34
5.47
2.00
2.00
1,477
1,510
Accumulated Depreciation
1,118
880
260
300
2015-2016
(` in Lac)
2014-2015
(` in Lac)
131
218
Later than one year and not later than five years
10
123
141
341
102
2014-2015
(` in Lac)
(a) The total amount of future minimum lease payments under non-cancellable operating leases for each of
the following period:
(ii) later than one year and not later than five years:
(b) The total of future minimum sublease payments expected to be received under non cancellable sublease
at the Balance Sheet date:
(c) Lease payments recognised in the statement of Profit and Loss for the period, with separate amounts for
minimum lease payments and contingent rents:
(d) Sub-Lease payments received (or receivable) recognised in the Statement of Profit & Loss for the period:
(e) A general description of the lessees significant leaseing arrangements including, but no limited to the
following;
(ii) The existence and terms of renewal or purchase options and escalation clauses;
(iii)Restrictions imposed by lease arrangements, such as those concerning dividends, additional debt,
and further leaseing.
As at 31.03.2015
Additions
Utilised/
Written Back
As at 31.03.2016
571
428
999
16
27
43
587
455
1,042
103
2015-2016 (` in Lac)
2014-2015 (` in Lac)
379
49
337
52
General description
1. Gratuity (Defined benefit plan)
The Company makes annual contribution to the employee group gratuity scheme of the Life Insurance Corporation of India, funded defined
benefits plan for qualified employees. The scheme provided for lumpsum payments to vested employees at retirement,death while in employment
or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six
months. Vesting occurs upon completion of five years of service.
2. Accrual for leave encashment benefit is made on the basis of a year-end actuarial valuation in pursuance of the Companys leave rules.
The following table sets out for the status of gratuity/leave encashment plan:
` in Lac
Gratuity (Funded)
Leave Encashment
(Non Funded)
31.03.2016
31.03.2015
31.03.2016
31.03.2015
31.03.2016
31.03.2015
1,820
163
146
(25)
2,103
1,459
255
117
(11)
1,820
16
28
1
(2)
43
9
6
1
(1)
16
568
436
43
(50)
996
422
143
37
(34)
568
1,870
158
243
(25)
2,245
1,528
140
213
(11)
1,870
(2)
(2)
-
(1)
(1)
-
50
(50)
-
34
(34)
-
Change in Obligation
104
Leave Encashment
(Non Funded)
31.03.2016
31.03.2015
31.03.2016
31.03.2015
31.03.2016
31.03.2015
2,245
1,870
2,103
1,820
Net Liability
(142)
(50)
43
16
996
568
43
16
996
568
10
375
154
Interest Cost
43
37
18
61
(10)
29
479
180
16
568
422
Expenses as above
29
479
180
Contribution paid
(2)
(1)
(50)
(34)
43
16
996
568
7.90%
7.87%
NA
NA
6.00%
4.00%
8.00%
4.00%
7.85%
7.80%
Assumptions
Assets
8.00%
8.00%
8.33%
8.33%
Discounting rate
8.00%
8.00%
Secondary segmental reporting is performed on the basis of the geographical location of customers.
The accounting principles and policies used in the preparation of the Financial Statements, as set out in the note on significant accounting policies,
are also consistently applied to record revenue and expenditure, in individual segments.
105
Revenue
Less : Inter Segment Revenue
Net Revenue
Other Income
Segment Revenue
Segment Results
Add:Unallocated Other Income/(Expense)
Less:Financial Expenses
Less:Unallocable Expenditures
Profit Before Taxation
Provision for Taxation (Income tax and Deferred tax)
Share in Profit/(Loss), Minority Interest and goodwill
Profit after taxation
Segment Assets
Unallocated Assets
Total Assets
Segment Liabilities
Unallocated Liabilities
Total Liabilities
Capital Expenditure
Unallocated Capital Expenditure
Depreciation on Segmental Assets
Unallocated Depreciation
Amortization
Publication
2016
2015
53,464
55,201
53,464
55,201
(35)
(48)
53,429
55,152
17,148
18,353
-
Stationery
2016
2015
40,766
42,240
40,766
42,240
93
38
40,859
42,279
3,645
4,879
-
Others
2016
2015
752
507
752
507
0
#
752
507
56
39
-
41,780
3,188
2,195
38,496
2,722
1,206
31,903
3,579
1,217
35,838
2,964
498
1,103
188
24
1,267
143
13
1,805
-
1,842
-
763
-
883
-
151
-
167
-
Total
2016
94,981
94,981
58
95,040
20,848
1,704
(355)
(3,108)
19,088
6,660
(2,089)
10,339
74,786
1,892
76,678
6,954
11,395
18,350
3,436
76
2,718
156
-
2015
97,948
97,948
(10)
97,939
23,319
236
(911)
(2,679)
19,964
6,925
(5)
13,034
75,601
6,662
82,263
5,829
22,108
27,937
1,717
35
2,892
183
-
Notes :
1. Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the respective segment, however,
revenue and expenses which can not be identified or allocated reasonably to a segment being related to the enterprise as a whole have been
grouped as unallocable.
2. Segment assets and segment liabilities represent assets and liabilities of respective segments, however the assets and liabilities not identifiable or
allocable on resonable basis being related to enterprise as a whole have been grouped as unallocable.
3. The business which have been grouped under Others segment comprises of revenue from generation of power by windmill, Pre School and
trading items etc.
106
Segment Revenue
Africa
Europe
Australia
& Oceania
India
Total
12,680
1,817
2,215
25
554
77,691
94,981
(12,806)
(1,726)
(1,105)
(33)
(937)
(81,341)
(97,948)
1,057
409
598
191
74,422
76,678
(1,045)
(335)
(175)
(240)
(80,468)
(82,263)
Segment Assets
35. The losses of subsidiary attributable to minority are agreed to be funded by them.
36. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the company. The areas
for CSR activities are Reducing inequalities faced by socially and economically backward groups,Promoting Education & Preventive Health care.
The funds were primarily allocated to a corpus and utilized on the activities which are specified in Schedule VII of the Companies Act, 2013.
37. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary/Associates.
Name of the Enterprise
As % of
consolidated
net assets
Amount
(in lac)
As % of
consolidated
profit or loss
Amount
(in lac)
107.76
62,849.90
123.61
12,780.35
(2.36)
(1,379.31)
(4.56)
(471.27)
9.09
5,298.91
0.00
0.09
0.01
5.00
0.00
0.00
0.00
0.00
0.00
0.00
Parent
1. Navneet Education Limited
Subsidiaries
Indian
1. eSense Learning Private Limited
107
(` in Lac)
Sr.
No.
Name of
Subsidiary
Company
Reporting
Currency
Share
Capital
Reserves
& Surplus
Total
Liabilities
Investments
Turnover/
Total
Income
eSense Learning
Private Limited
INR
413.35
50.00
1,976.35 (471.27)
Navneet
Learning LLP
INR
5,303.91
(0.09)
Total
Assets
5,304.00
0.09
5,303.05
0.00
Profit
Before
Tax
Provision
for Tax
Profit
after Tax
Proposed
Dividend
% of
Shareholding
0.00
(471.27)
100
0.00
(0.09)
99.9
(0.09)
PART B : ASSOCIATES
Shares of Associate held by the company
on the year end
Sr.
No.
Name of Associate
Latest
audited
Balance
Sheet date
No.
Networth
attributable to
Amount of
Reason why
shareholding Considered in
Not
Description of how
Investment in Extent of
the associate
as per latest consolidation considered in there is significant
Associate holding %
is not
audited balance
(` in lac)
consolidation
influence
(` in lac)
consolidated
sheet
(` in lac)
5,303.05
26.53%**
1,173.53
There is
significant
influence due to
percentage(%) of
Share Capital.
108
sd/-
sd/-
sd/-
sd/-
Gnanesh D. Gala
Managing Director
Kamlesh S. Vikamsey
Chairman
Deepak L. Kaku
Chief Financial Officer
Amit D. Buch
Company Secretary
Particulars of subsidiaries as at 31st March, 2016 in terms of Circular No. 5/12/2007-CL-III dt. February 8th 2011, General Circular 2/2011 issued by
Government of India, Ministry of Corporate Affairs under section 212 (8) of the Companies Act, 1956.
Name of the Subsidiaries
Sr. No.
Particulars
(a)
Capital
(b)
Reserves
413
(1,793)
(c)
Total Assets
1,449
(d)
Total Liabilities
2,829
(e)
Details of Investments
(f)
Turnover/Other Income
1,976
(g)
(471)
(h)
(i)
(j)
Proposed Dividend
(471)
-
109
DP ID :
website : www.navneet.com
DP ID :
I/We, being the member(s) holding .................................. shares of the above named Company, hereby appoint :
Folio No./Client ID :
E-mail Id : ...................................................................................................................................................................................................
PROXY FORM
e-mail : [email protected]
Registered Office : Navneet Bhavan, Bhavani Shankar Road, Dadar (West), Mumbai - 400 028.
CIN : L22200MH1984PLC034055
(Members/Proxys Name in Block Letters)
(Members/Proxys Signature)
Note : Please fill up the attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their
copies of the Annual Report to the meeting.
I/We hereby record my/our presence at the 30th Annual General Meeting of the Company at P. L. Deshpande Maharashtra
Kala Academy, Mini Theatre, 3rd Floor, Ravindra Natya Mandir, Sayani Road, Mumbai - 400025 on Tuesday, 23rd August, 2016 at
3:30 p.m.
Client ID :
Registered Folio :
ATTENDANCE SLIP
CIN : L22200MH1984PLC034055
Registered Office : Navneet Bhavan, Bhavani Shankar Road, Dadar (West), Mumbai - 400 028.
e-mail : [email protected] website : www.navneet.com
Re-appointment of Shri Bipin A. Gala (DIN : 00846625) as a Director, liable to retire by rotation
and, being eligable, offers himself for reappointment.
Re-appointment of Shri Anil D. Gala (DIN : 00092952) as a Director, liable to retire by rotation
and, being eligable, offers himself for reappointment.
Ratification of appointment of M/s. GBCA & Associates, Chartered Accountants as Auditors of
the Company until the conclusion of thirty-first AGM and approve their remuneration.
2
3
4
For
Affix
`1
Revenue
Stamp
Against
NOTE :
1. The form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the meeting.
2. A person can act as proxy on behalf of Members up to and not exceeding fifty and holding in the aggregate not more than ten
per cent of the total share capital of the Company. Further, a Member holding more than ten per cent, of the total share capital
of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any
other person or Member.
Description
Resolution
Number
Ordinary Business
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