| The Directors have pleasure in presenting their report for the year
ended 31st March 2012 together with the Balance Sheet as at 31st March
2012 and the Profit and Loss account for the year ended on that date.
Financial Highlights
(Rs.)in lakhs
Particulars Audited Financial Statement Audited Financial
for the year ended for the year ended
March 31st 2012 March 31st 2011
TOTAL INCOME 10295.70 10777.29
TOTAL EXPENDITURE 9951.82 10219.95
Profit Before Tax 343.58 557.34
Less:Provision for
Income Tax and Defer
red Tax 929.78 334.70
Less:
Provision for Fringe
Benefit Tax
Profit / Loss
After Tax -585.90 222.64
Fixed Deposit
During the year under review, the Company has not accepted any Fixed
Deposit from the public.
Capital Issues During The Year (up to date of this report) & their
utilization
1. Issued of 2500000 Equity Shares on preferential Basis to Non"
Promoters for consideration otherwise than for cash:
During the year the company has issued 25,00,000 Equity Shares of face
value Rs.10/- each at a premium of Rs. 130 per share aggregating to
35,00,00,000 to Pros. sl Ventures Private Limited for acquisition of
Learning online contents in animated format/ pre-recorded teaching
content relating to Legal, accounts, finance and more particularly
covering ACA/ ACS/ IFRS and other educational courses.
2. Issue of 700935 Equity Warrants to Non" Promoters:
During the year the company has issued 700935 Equity arrant at a price
of 214 per warrant of 10 each a premium of 204 per warrant aggregating
to Rs. 15,00,00,090 on preferential basis to Non-Promoters i.e.
D.B.Corp, a Body Corporate towards advertisement arrangement.
3. Issue of 93458 Equity Shares to Non" Promoters:
During the year the company has issued 93458 Equity Shares at a price
of Rs. 214 per warrant of 10 each a premium of Rs. 204 per share
aggregating to Rs. 2,00,00,012 on preferential basis to Non-Promoters
i.e., Jagran Prakashan Limited, a Body Corporate towards advertisement
arrangement.
Subsidiary Company
Your directors are pleased to inform you that we have incorporated a
wholly owned subsidiary on 30 th December 2009 in the name of
Vidhyadhana Eduction Private Limited , the Academy of Excellence for
Industry Demand Aligned Education, to enhance the quality of learning
among students so as to find and map their interest and natural
background to an appropriate career stream at their young age.
Vidhyadhana encompasses fun-filled learning for primary education,
improving the academic performance of students from primary to higher
secondary, imparting the students with career orientation apart from
improving the teachers training skills and the overall quality of
schools with better infrastructure and management. Leadi ng
Educationalist shall govern the Academy to monitor and improve the said
objectives of the academy.
A school partnering with Vidhyadhana shall be directly managed by the
Academy with the teachers and management on the rolls of the Academy.
The school owner continues to on the school and gets an opportunity to
also work for the school. A statement in respect of details of
subsidiary company viz Vidhyadhana Education Private Limited pursuant to
Section 212 of the Companies Act, 1956 is attached herewith to this
report.
The directors of the company are Mr. S. Giridharan, Mrs. G. Gita and
Mr. T. S. Ravichandran.
Performance Review
Your directors are happy to present the performance of the company for
the year 2011-12. During the year of operations, your company opened
up several initiatives including the brick'and'mortar training centers
for students and job aspirants. Your company also made headways in new
relationships in mobile solutions during the year.
EDSERV TRAINING INSTITUTE (ETI)
EdServ Training Institute (ETI), the first_ of_ its _kind Instructor"
Led- Training using Franchisee network centers offering a rich Bouquet
of academic support and vocational training courses that will include
Tuition, Coaching, Test Prep and Job Oriented Training was launched
during the year. EdServ already has a wide range of e'contents as part
of its flagship LAMPSGLOW .com that shall power the brick"and"mortar
learning services.
As part of the launch offering, each student enrolling into the ETI
shall get a TABLET PC free with specific pre loaded course content.
EdServ has tied up with A Team Edutech Ltd, a TN based Tablet PC
Company for the supply of Tablet PC s to the EdServ Training Institute.
The training courses will comprise of Coaching for CA, IITJEE, AIEEE,
AIPMT exams, academic support tuition from KG right up to PG that
include CBSE, State board subjects as well as Engineering semester exam
support, Job skills and Life skills training that include Spoken
English, Soft skills, IT Skill s all under one roof in a
Brick-and-Mortar training center with TABLET PC based extended learning
support to every student.
While the morning and evening sessions will be targeted towards school
and college students, the afternoon training sessions will be targeted
at Housewives and Job Seekers. The day sessions will also be targeted
at Children aged below 5years for whom ETI could serve as a
preschool joint where they could learn through fun filling
Multimedia based education model including Pre-School concepts.
The physical presence of Deserve through the Training Institutes across
the country is expected to drive faster growth of its flagship online (
www.lampsglow.com) model. eLearning education students will now be able
to have access both to Training Institute as well as the online
training classes. All the ETIs will have lamps glow assisted Lab
facility for the Students. In addition, the students will be able
register for the eLearning Courses at any of the ETIs.
During the year of consideration, your company also announced that the
company s Mobi le Education apps, HumTh us, became available on Aircel,
the country s leading mobile operator with a strong presence in Tamil
Nadu and Eastern India. As part of this, all mobile users of Ariel
will be able to access the entire range of education content of EdServ
through the HumTh us apps on their mobile smart phones. This follows
the agreement EdServ signed with Tata Docomo recently for their Tutor
on Mobile service.
With its education apps on Aircel, EdServ expects over 2million
students to access its education content that includes Tuition, Test
prep, Academics and Skill Development through the HumTh um apps.
As part of its expansion into the Rs. 2000 cr CA training market in
India, during the year, the company has also struck a partnership with
CAClubIndi a.co, the country s biggest Online Platform for Finance P
profession a l s with more than 6 lakh me bers. Around 70,000
professionals and students visit the site every day.
As per the partnership, CAClubIndi a.cow delivers EdServ s CA coaching
content to the 6lakh Student base. EdServ will provide training in web-
based mode at affordable prices as compared to contact classes and ILT
(Instructor Led T raining) based classroom coaching. EdServ will also
provide online access to expert classroom Videos and Assessments to CA
aspirants. All subjects / papers will be covered through web based
lectures as recorded in live classrooms including doubts
classifications and video replays.
EdServ had earlier this year forayed into the online CA coaching
services through a JV with Chenna based Sreeram C oaching Point (SCP)
the first by a National branded player into the online CA training
space. EdServ is also focusing on launching its CA coaching services in
overseas markets like the Middle East. The company expects to generate
revenues of 200cr from its overall CA Coaching services business that
includes the current partnership with CAClub India.
During the year, the company raised funds through Global Depository
Receipts (GDRs) to the tune of USD 23 million for its overseas
expansion and global learning services purposes. The company has
acquired the businesses and contents of a UAE based firm as an on-going
entity out of GDR proceeds. This part of its strategy to expand its
business providing on-line learning and career solutions through mobile
and tablet platforms. With this purchase and acquisition, the company
is confident of penetrating deeper markets in Asia and Middle East,
which would help the company to develop more greatly.
Future Outlook
The year ahead will see your company emerging to be an important
player in School support solutions using the School MATE ERP providing
the crucial teacher and student empowerment through IT enabling. Your
company has also plans to engage more into Government projects through
PPP model to be part of the knowledge development of the society for
our country in a bigger way.
Directors
Mr. Ilango Balakrishna, Director of the company, retire at the ensuing
Annual General Meeting of the company pursuant to the provisions of
Section 255 of the Companies Act, 1956 and he being eligible, seek re-
appointment. The Brief Profile of the aforesaid Director is given
hereunder.
Dr.Ilango Balakrishna, aged (75 years), is an Independent Non-Executive
Director of EdServ Softsystems Limited and is a Former Vice Chancellor,
Bharathiar University, Coimbatore. He has completed his Bachelors
Degree in Engineering, M.Sc., (Engineering ) in University of Madras
and Ph.D in E lectrical Engineering in IIT Kanpur. He has received
various awards from various organizations in India and Abroad and is a
member of various Prestigious Committees including ISTE, Accrued
citation
committee of NBA, AICTE etc.,.
During the year under review Ms.G.Gita , Managing Director had tendered
her resignation from directorship w.e.f 10.10.2012 and the board placed
its appreciation on record for the services rendered by her during her
tenure as Managing Director
Mr.S.Giridharn s designation was changed from Chairman & CEO to
Chairman & Managing Director w.e.f. 10.10.2012, consequent to the
resignation of Ms.G.Gita as mentioned above, subject to the approval of
the Sh are holders in the ensuing AGM.
Mr.K.T.S rinivasan has also been appointed as the Whole Time Director
of the Company w.e.f. 15.11.2012 and his complete profile has been
given elsewhere in this Annual Report, subject to the approval of the
Shareholders in the ensuing AGM.
The Statutory Auditors, M/s. Raj and Ravi, Chartered Accountants,
retire at the conclusion of the ensuing Annual Genera l Meeting and are
eligible for reappointment for the current financial year. The auditors
have expressed their willingness to continue in office if
re-appointed. Your Board recommends their reappointment.
REPLY TO AUDITORS REMARKS
The reply to the remarks made by the auditors in their report are
detailed in the Notes on Accounts. Since the information provided
therein are self explanatory they do not call for any further comments
by the Board of Directors.
Particulars as required under Section 217(1)(e) of the Companies
Act, 1956
A) Conservation of Energy
Though the company has not carried on any manufacturing activities, it
had taken steps to conserve energy in its office/go down use, consequent
to which energy consumption has been minimized. No additional
Proposals/Investments was made to conserve energy. Since the company
has not carried on any industrial activities, disclosures regarding
impact of measures on cost of production of goods, total energy
consumption, etc. Are not applicable.
B) Technology Absorption
The company has not adopted/intend to adopt any technology for its
business and hence no reporting is required to be furnished under the
Particulars of Employees Pursuant to Section 217(2A) of the Companies
Act, 1956
As required under the provisions section 217(2A) of the Companies Act,
1956,read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employee are set out in the
Annexure to this report.
Directors Responsibility Statement The Directors confirm that
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed
b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as on 31st March, 2012 and of the profit of the company
for the year ended 31st March, 2012
c) Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor certificate
regarding compliance of the same are made part of this Annual Report.
Acknowledgements
The Directors acknowledge with gratitude and wish to place on record
their appreciation for the valuable support and kind co-operation
extended to the company by the Company s Bankers, Financial
Institutions, Government Authorities, Shareholders,
For and on behalf of the Board of Directors
Place. Chennai S.Giridharan
Date. 26.11.2012 Chairman & Managing Director | 