| Dear Members,
The Directors submit the Annual Report of the Company along with
Audited Financial Statements for the financial year ended March
31,2015. Consolidated performance of the Company and its subsidiaries
has been referred to wherever required.
1. Financial Results
Rs. In Lakhs
Particulars 31st March 31st March
2015 2014
Income from operations 2,832.54 4,322.99
Other Income 28.59 33.89
Total Revenue 2,861.13 4,356.88
Total expenditure before interest & 3,359.44 4,051.50
Depreciation
Operating Profit/Loss (EBIDTA) (498.31) 305.38
Interest 4,029.06 4,707.72
Depreciation/Amortization 3,277.24 4,618.52
Profit before exceptional and (7,804.61) (9,020.86)
extraordinary items and tax
Less Exceptional items 634.39 6,495.49
Profit before tax (8,439.00) (15,516.35)
Deferred Tax - 3,434.43
Profit after tax (PAT) (8,439.00) (12,081.92)
2. Subsidiary Companies
The Company has 15 subsidiary companies as on March 2015; There are
associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company.
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies
Act, 2013 read with rules framed thereunder and pursuant to Clause 41
of the Listing Agreement, your Company had prepared consolidated
financial statements of the company and its subsidiaries and a separate
statement containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC-1 forms part of
the Annual Report.
The annual financial statements and related detailed information of the
subsidiary companies shall be made available to the shareholders of the
holding and subsidiary companies seeking such information on all
working days during business hours. The financial statements of the
subsidiary companies shall also be kept for inspection by any
shareholder/s during working hours at the Company's registered office
and that of the respective subsidiary companies concerned. Details of
developments of subsidiaries of the Company are covered in the
Management's Discussion and Analysis Report which forms part of this
Report.
3. Directors and key managerial personnel
Mr. Srinivasan, Managing Director, stepped down from the Board of the
Company on Feb 2, 2015 due to personal reasons. He was associated with
the Company for the past two years. The Board places on record its
appreciation of the invaluable contribution and guidance provided by
him.
Mr. Natarajan Ranganathan and Mr. Lakdawala Turab Mohd Hussein,
Independent Directors of the Company also resigned from the Board on
Feb 2, 2015 due to their personal reasons.
Mr. C N Radhakrishnan was appointed as Managing Director & Chief
Executive Officer of the Company with effect from 2nd February 2015. He
is a Management graduate from XLRI, Jamshedpur majoring in Finance and
Systems. He is a Post Graduate Diploma in Computer Management from
University of Pune. He is currently holding a senior position in
Varkey Group and a Board Member of GEMS Education. He has been leading
the Varkey Groups Education business interest in India viz GEMS India,
Everonn Education and Dream India Schools.
Mr. Ajay Shetty, was appointed as an Additional Director of the Company
with effect from 2nd February, 2015 to hold office upto the ensuing
Annual General Meeting.
Mr. Sandeep Maniyar was appointed as Additional Director with effect
from 2nd February, 2015. The Board also appointed him as an Executive
Director and Chief Financial Officer with effect from the same date for
a period of three years.
In accordance with the provisions of Section 149 of the Companies Act,
2013, Mr. Mustafa Shariff and Ms. Priyanka Gupta, were appointed as
Independent Directors of the Company with effect from 2nd February 2015
and 23rd May 2015 respectively.
The resolutions seeking approval of the Members for the appointment of
Mr. C N Radhakrishnan, Mr. Ajay Shetty, Mr. Sandeep Maniyar, Mr.
Mustafa Shariff and Ms. Priyanka Gupta have been incorporated in the
notice of the forthcoming Annual General Meeting of the Company along
with brief details about them. The Company have received notices under
Section 160 of the Act along with the requisite deposit proposing the
appointment of Mr. Ajay Shetty and Mr. Sandeep Maniyar.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointments of Mr. C N Radhakrishnan,
Chief Executive Officer and Managing Director, Mr. Sandeep Maniyar,
Executive Director and Chief Financial Officer and Mr.N.P. Mathi
Lingan, Company Secretary as key managerial personnel of the Company
were formalized.
4. Auditors
M/s. P. Chandrasekar, Chartered Accountants, Statutory Auditors of the
Company holds office upto the date of the ensuing Annual General
Meeting of the Company and being eligible, offer themselves for
reappointment.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules framed thereunder, it is proposed to appoint M/s. P.
Chandrasekar, Chartered Accountants as statutory auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of the Sixteenth AGM to be held in the year 2016, subject to
ratification of their appointment at every AGM.
5. Number of Meetings of the Board
Six meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of this report.
6. Board Evaluation
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
7. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
8. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
9. Audit committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
10. Auditors' report and secretarial auditors' report
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report.
11. Risk management
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of
this report.
12. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
13. Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the
same forms part of this report.
14. Corporate social responsibility
All though the provisions of Section 135 of the Companies Act, 2013 on
Corporate Social Responsibility is not applicable to the Company, the
Company has voluntarily initiated CSR activities by committing itself
towards spreading quality education across rural India. Your Company
will augment its corporate social responsibility initiatives and will
focus on building an equitable society for sustainable development and
all- around growth. Everonn strongly believes that by giving back to
society, it can contribute to a growing economy as well as build
stronger and prosperous communities. Through this initiative, Everonn's
employees, education content & technological strength aim to make a
difference in many students' lives and their learning experiences.
15. Conservation of Energy, Technology Absorption And Foreign Exchange
Earnings And outgo:
The Companies policy on conservation of energy, technology and Foreign
Exchange Earnings & outgo is as provided hereunder:
(i) Conservation of Energy - The Company has planned and installed
equipments in a manner that maximum energy is conserved
(ii) The Company's business being IT education, every effort is made to
ensure that changes in technology are communicated throughout the
organization at every stage.
(iii) The foreign exchange earnings and outflows are detailed below
Rs. in 000
Year Ended Year Ended
Particulars 31-03-2015 31-03-2014
Expenditure in Foreign Currency
Business Associate Expenses 712 -
Travel and Conveyance 408 3,975
Earnings in Foreign Exchange
Testing and other Services 2,574 4,395
16. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Our directors' of the Company does not get any remuneration from our
Company so the ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year
does not arise.
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
NIL
c. The percentage increase in the median remuneration of employees in
the financial year: NIL
d. The number of permanent employees on the rolls of Company is 1056.
e. The explanation on the relationship between average increase in
remuneration and Company performance:
There is no increase in remuneration of employees so explanation in
this regard does not arise.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial
personnel (KMP) in FY15 ( Rs.in lakhs) 67.70
Revenue ( Rs.in lakhs) 2,861.13
Remuneration of KMPs (as % of revenue) 2.37
Profit before Tax (PBT) ( Rs.in lakhs) (8,439.00)
Remuneration of KMP (as % of PBT) (0.80)
g. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars March 31, March 31, % Change
2015 2014
Market Capitalisation 5387.74 8729.81 (38.28)
( Rs. in Lakhs)
Price Earnings Ratio (0.64) (0.69) (7.35)
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars March 31, Aug, 2007 % Change
2015 IPO
Market Price ( BSE ) 22.40 140 (84.00)
Market Price ( NSE ) 22.00 140 (84.28)
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
emuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
None
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
Mr.CN. Radhakrishnan Mr. Sandeep Maniyar
Remuneration in
FY 15
(Rs in lakhs) Nil Nil
Revenue
(Rs in lakhs) 2,861.13
Remuneration as
% of revenue Nil Nil
Profit before Tax
(PBT) (Rs in lakhs) (8,439.00)
Remuneration
(as % of PBT) Nil Nil
Mr. N P Mathi Lingan Mr. Ganapathy Puranik
Remuneration in
FY 15
(Rs in lakhs) 13.70 54.00
Revenue
(Rs in lakhs) 2,861.13
Remuneration as
% of revenue 0.48 1.88
Profit before Tax
(PBT) (Rs in lakhs) (8,439.00)
Remuneration
(as % of PBT) (0.16) (0.64)
k. The key parameters for any variable component of remuneration
availed by the directors:
Directors are not paid any remuneration other than sitting fees for
independent directors.
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
Directors are not paid nay remuneration other than sitting fees for
independent directors.
m. The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said
annexure is open for inspection at the Registered Office of the Company
Any shareholder interested in obtaining a copy of the same may write to
the Company Secretary.
17. Fixed Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
18. Listing of Shares
The Equity Shares of your Company have been listed on National Stock
Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The
Listing fees for the year 2014-15 have already been paid to BSE and
NSE. The custodial fees payable to depositories namely NSDL & CDSL have
also been remitted by the Company.
19. Corporate Governance Report & Management Discussion And Analysis
As per clause 49 of the Listing Agreements entered into with the Stock
Exchanges, Corporate Governance Report and Management Discussion and
Analysis are attached and forms part of this report.
20. Extract of annual return
As provided under Section 92(3) of the Act, the extract of Annual
Return is given in the prescribed Form MGT-9, which forms part of this
report.
21. Disclosure requirements
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report.
As per Clause 55 of the listing agreements entered into with the stock
exchanges, a business responsibility report is attached and forms part
of this annual report.
Details of the familiarization programme of the independent directors
are available on the website of the Company (URL:
www.everonn.com/investors).
Policy for determining material subsidiaries of the Company is
available on the website of the Company (URL:www.everonn.com/investors)
Policy on dealing with related party transactions is available on the
website of the Company (URL: www.everonn.com/investors).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges (URL:
www.everonn.com/investors).
22. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
23. Statutory Disclosure
None of the Directors of your Company are disqualified as per
provisions of Section 164 of the Companies Act, 2013. The Directors of
the Company have made necessary disclosures, as required under various
provisions of the Act and Clause 49 of the Listing Agreement.
24. Compliance Certificate
A Certificate from the Mr. S Hari Krishnan, Practicing Company
Secretaries (Membership No. ACS 13740) regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached as annexure to this report.
25. Acknowledgement and Appreciation
Your Directors take this opportunity to express their deep sense of
appreciation of all the employees whose outstanding professionalism,
commitment and initiative has made the organization's growth and
success possible and continues to drive its progress.
Your Directors also would like to convey their appreciation for the
support and co-operation received during the year under review, from
all the Bankers, Government Authorities, Regulators, Stock Exchanges,
Shareholders, other Stakeholders, Clients, Vendors, Partners and other
Business Associates.
For and on Behalf of the Board
Sandeep Maniyar C N Radhakrishnan
Whole-time Director Managing Director
Place: Chennai
Date: 18-Aug-2015
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