Professional Documents
Culture Documents
Annual Report
2017-18
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING OF THE
MEMBERS OF FIITJEE LIMITED WILL BE HELD ON SUNDAY, 23RD DAY OF
SEPTEMBER 2018 AT 9:13 A.M AT HOTEL VIVANTA BY TAJ, SECTOR 21, METRO
STATION COMPLEX, DWARKA, NEW DELHI -110075 TO TRANSACT THE
FOLLOWING BUSINESS:
ORDINARY BUSINESS:
1) TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS
(INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS) FOR THE FINANCIAL
YEAR ENDED 31ST MARCH 2018 AND THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS THEREON;
“RESOLVED THAT pursuant to the provisions of section 152(6) and other applicable
provisions, if any of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) and
rules made thereunder (including any statutory modification(s) or re-enactment thereof for
the time being in force) and Articles of Associations of the Company, Mr. Partha Halder
(DIN: 02728905 ) who retires by rotation at this Annual General Meeting and being eligible,
offers himself for re-appointment, be and is hereby re-appointed as a director of the
Company whose period of office shall be liable to retire by rotation.”
SPECIAL BUSINESS:
3) TO RE-APPOINT MR. DINESH KUMAR GOEL (DIN NO.: 01449629) AS MANAGING
DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of the Companies
Act, 2013 (hereinafter referred to as ‘the Act’) read with Schedule V of the Act and Rule 7
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
such other applicable provisions, if any, including any statutory amendments,
modifications or re-enactment thereof for the time being in force) and in accordance with
the Articles of Association of the Company, consent of the members of the Company be
and is hereby accorded to reappoint Mr Dinesh Kumar Goel (DIN: 01449629) as Managing
Director of the Company for a period of 5 (Five) years, with effect from 8th March 2018, at
such maximum remuneration as approved by shareholders for a period of 3 years in
Annual General Meeting of the Company held on 15th September, 2017.
RESOLVED FURTHER THAT the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mr Dinesh Kumar Goel (DIN:
01449629) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.
RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mr Dinesh Kumar Goel (DIN: 01449629) as
Managing Director and to fix his remuneration and the past actions / decisions, if any, of
the Board in this regard be and is hereby adopted and ratified.”
RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mrs. Monila Goel (DIN:
00063791) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mrs. Monila Goel as Wholetime Director and to
fix his remuneration, and the past actions / decisions, if any, of the Board in this regard be
and is hereby adopted and ratified.”
RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mr. Kanti Kumar Goyal (DIN:
01400932) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mr. Kanti Kumar Goyal as Wholetime Director
and to fix his remuneration, and the past actions / decisions, if any, of the Board in this
regard be and is hereby adopted and ratified.”
RESOLVED THAT pursuant to the provision of section 62 (b) of the Companies Act 2013
(hereinafter referred to as ‘the Act’) and other applicable provisions, if any, read with rule
12 of the Companies ( Share Capital & Debenture Rules) 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), article 125(h) of the
Articles of Association of the Company, the consent of the Members be and is hereby
accorded to approve the amendment, extension for additional term of 10 years and
alignment of FIITJEE ESOP 2010 in accordance with the Act and the letter namely
“Extension of FIITJEE ESOP 2010” enclosed with the explanatory statement.
RESOLVED FURTHER THAT all the directors of the Company be and are hereby,
individually and severally, authorized to finalize, settle and execute such documents/
deeds/ writings/ papers/ agreements and do all such acts, deeds, matters and things, as
it may in its absolute discretion deem necessary, proper or desirable in this regard,
including making the requisite filings with the Registrar of Companies and other regulatory
authorities under any other applicable acts and law.”
2) Pursuant to the provisions of Section 105 of the Act read with the applicable rules thereon,
a person can act as proxy on behalf of Members not exceeding fifty (50) and holding in
the aggregate not more than 10% of the total share capital of the Company. Proxy Form
is enclosed.
3) The instrument appointing the proxy in order to be effective must reach at the registered
office of the Company not less than 48 hours before the time fixed for meeting.
4) The requirement to place the matter relating to appointment of Auditors for ratification by
members at every Annual General Meeting is done away with vide notification dated May
7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution
is proposed for ratification of appointment of Auditors, who were appointed in the Annual
General Meeting held on 15th September 2017.
7) All the documents referred in the Notice, Annual Report as well as Annual Accounts of the
Subsidiary Companies and Register of Directors’ Shareholding are open for inspection,
during the business hours at the Registered Office of the Company up to and including the
date of Annual General Meeting.
8) Route Map of the venue of the meeting forms part of this notice.
9) Members / proxies/ authorized representatives should bring the duly filled Attendance Slip
enclosed herewith to attend the meeting.
10) Members, in case of any change, may update their contact details with the company.
AN EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE
COMPANIES ACT, 2013
ITEM NO. 3
Mr. Dinesh Kumar Goel (having DIN: 01449629) is the Founder, Chairman and Managing
Director of the Company and is on the Board of the Company since its inception i.e. from
1997. He is a Mechanical Engineer, graduated from the Indian Institute of Technology,
Delhi (IIT-Delhi). He has over 27 years of rich and varied experience in the education
Industry. Mr. Dinesh Kumar Goel supervises the Business Strategies of the Company and
monitors execution of various academic operations and projects. Under his leadership,
FIITJEE Limited has grown leaps and bounds and has come up as a pioneer organisation
in education Industry with strong branding.
Mr. Dinesh Kumar Goel is having excellent grasp and thorough knowledge and experience
of not only education and technology but also of administration and management. His
contributions have already resulted into considerable financial gains to the Company and
the Company continue to get benefit in future as well. Considering his knowledge of
various aspects relating to the Company’s affairs and long business experience and vast
roles and responsibilities, the Board of Directors is of the opinion that for recognizing his
efforts, his tenure shall be renewed. As on the date, he holds 64.19% equity shares out of
the total paid up share capital of the Company.
Mr Dinesh Kumar Goel holds Directorship and Membership on the Board of the following
Companies:
Except Mr Dinesh Kumar Goel, being appointee and Mrs Monila Goel and Mr Kanti Kumar
Goyal being relatives of the appointee, none of the Directors, Key Managerial Personnel
are concerned or interested in the resolution either financially or otherwise.
The Board recommends and propose to pass the resolution set out at item no. 3 of the
notice as a Special Resolution.
ITEM NO. 4:
Mrs Monila Goel (DIN: 00063791), aged 47 years, was appointed as Director in the
Company with effect from 20 th January 2007. She has over 16 years of rich and varied
experience and expertise in various operational domains in the education industry. Mrs.
Monila Goel manages the accounts payable operations of the Company across the country
and monitors execution of various projects and Internal Audit functions. She is also
providing supervision to legal department. Her contributions have already resulted into
considerable financial gains to the Company and the Company continue to get benefit in
future as well. As on date, she holds 4.51% equity shares out of the total paid up share
capital of the Company.
Mrs Monila Goel, holds Directorship, Membership on the Board of the following
Companies:
SI.No. Name of Company Nature of Interest
1. Times A & M (India) Limited Manging Director and Member
(Registered holder of one share on
behalf of FIITJEE Limited)
Except Mrs Monila Goel, being appointee and Mr Dinesh Kumar Goel being relative of the
appointee, none of the Directors, Key Managerial Personnel are concerned or interested
in the resolution either financially or otherwise.
The Board recommends and propose to pass the resolution set out at item no. 4 of the
notice as a Special Resolution
ITEM NO. 5:
Mr. Kanti Kumar Goyal is one of the co-promoters of the Company and on the Board of
the Company since its inception i.e. from 1997. Mr. Kanti Kumar Goyal has been playing
an important role as an advisor to the Chairman on administrative and operational matters.
As on the date, he holds 10.05% equity shares out of the total paid up share capital of the
Company.
Mr Kanti Kumar Goyal, holds Directorship, Membership on the Board of the following
Companies:
The members of the Company at their meeting held on 30 th December 2013 had appointed
Mr Kanti Kumar Goyal as Whole Time Director of the Company for a period of five years
with effect from 21st September 2013. The Board of Directors of the Company (“Board”),
at its meeting held on 8th March, 2018 has, subject to the approval of members, re-
appointed Mr. Kanti Kumar Goyal as Whole-time Director, for a period of 5 (five) years with
effect from March 8, 2018, at such maximum remuneration as approved by shareholders
for a period of 3 years in Annual General Meeting of the Company dated 15 th September,
2017. It is proposed to seek members’ approval for the re-appointment of Mr. Kanti Kumar
Goyal as Whole-time Director of the Company, in terms of the applicable provisions of the
Act on same remuneration as approved by members in the Annual General Meeting held
on 15th September 2017.
Mr Kanti Kumar Goyal has attained the age of 83 years. In view of the of Section 196 (3)
(a) of the Companies Act, 2013, the Company seeks consent of the members by way of
special resolution for reappointment of Mr Kanti Kumar Goyal as Wholetime Director. The
Board therefore recommends the Special Resolutions for your approval.
Except Mr Kanti Kumar Goyal, being appointee and Mrs Monila Goel and Mr Dinesh Kumar
Goel, being relatives of the appointee, none of the Directors, Key Managerial Personnel
are concerned or interested in the resolution either financially or otherwise.
The Board recommends and propose to pass the resolution set out at item no. 5 of the
notice as a Special Resolution.
ITEM NO.6
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified
by the shareholders of the Company at the General Meeting. The Board, on the
recommendation of the Audit Committee and subject to the rules to be notified by the
Ministry of Corporate Affairs in this regard, has approved the appointment of M/S Yogesh
Gupta & Associates, Cost Accountants (Firm Registration No. 000373), as Cost Audit or
to conduct the audit of the cost records of the Company at a remuneration of INR 100,000/-
(INR One Lakh Only) plus GST and reimbursement of out of pocket expenses for the
financial year ending 31st March 2019.
Accordingly, ratification of the members is being sought for the proposal contained in the
resolution set out at item no. 6 of the notice.
None of the Directors, Key Managerial Personnel and their relatives are concerned or
interested in the resolution either financially or otherwise.
The Board recommends and propose to pass the resolution set out at item no. 6 of the
notice as an Ordinary Resolution.
ITEM NO.7
Members are requested to note that the success of the Company’s objectives is largely
determined by the quality of its work force and their commitment to achieve Company’s
objectives. It is recognized that not only good employment opportunities, but also
additional motivating mechanisms are needed to incentivize employees and aligning their
interest with the interest of the Company.
In view of the aforesaid vision, the Company had initiated employee stock option i.e.
FIITJEE ESOP 2010 (“ESOP Scheme”). ESOP Scheme was effective for a period of 8
years from the date of issuance i.e. from 1st April 2010 to 31st March 2018. In order to
facilitate the employees / grantees who have not yet exercised their granted options, the
Board has proposed to extend the said ESOP scheme for a further period of 10 years i.e.
up to 31st March 2028 subject to the approval of the Members in the ensuing Annual
General Meeting.
Since the ESOP Scheme was executed as per the Companies Act 1956, the Board has
also approved to align the scheme in accordance with the provisions of the Companies
Act 2013.
A letter for extension and amendment of FIITJEE ESOP 2010 is as given below:
We refer to the FIITJEE ESOP 2010 (“ESOP 2010”) approved vide board resolution dated
26th March 2010. This Extension Letter is in accordance with the authority given to the
board in the same board meeting held on 31st March 2018 read with article 18 of ESOP
2010 and the said extension of the plan shall be subject to the approval of the shareholders
in the ensuing general meeting.
Capitalised terms not defined in this letter (“Letter”) shall have the same meanings given
to them in the Agreement unless the context otherwise requires.
The intention is to extend the ESOP 2010 for the tenure of another 10 years. The Company
may also like to amend the terms of ESOP 2010 for outgoing employees and would like to
reserve certain powers for the board of directors. ESOP 2010 shall also be amended in
accordance with Companies Act, 2013.
In the circumstances, wherever Companies Act, 1956 is referred in ESOP 2010, it shall
mean Companies Act, 2013. Further, the article 5.5, 5.9, 5.19, 5.22, 5.25, 6.2, 12.2, 14.1,
14.3 of the ESOP will be amended and replaced by the revised clause as below and two
new clauses 14.6, 14.7 and 20.1 shall be inserted.
5.5 Companies Act mean the Companies Act, 2013 or any other statutory amendment,
modification of substitution thereof
5.9 ‘‘Employee’’ means-
(a) a permanent employee of the company who has been working in India or outside India;
or
(b) a director of the company, whether a whole- time director or not; or
(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India,
but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through anybody corporate,
directly or indirectly, holds more than ten percent of the outstanding equity shares of the
company.
(iii) An independent Director of the Company or its subsidiary.
5.19 Holding Company shall mean Holding Company referred under section 2(46) of
Companies Act, 2013
5.22 Independent Director shall mean an independent director referred in section 149(5) of
Companies Act, 2013
5.25 “as defined in the SEBI ESOP Guidelines” will be deleted and “read with section 2(69) of
the Companies Act, 2013” inserted.
6.2 The plan shall remain in force for next 10 (ten) years with effect from the present Board
meeting i.e 31st march, 2018 unless terminated/amended by the board before the expiry
of said 10 years. After the extended period, the plan shall remain in effect until all options
granted under the plan have been exercised or have expired by the reasons of lapse of
time of validity of the plan or terminated/ forfeited, whichever is earlier.
If any options granted under the plan are terminated / forfeited/ lapses under the provisions
of the Plan, such options shall be available for further grant under the plan.
14.1 If a Grantee’s employment (or other service) with the employer Company terminates or is
terminated for cause/Misconduct, all the options i.e vested but not previously Exercised or
unvested will lapse/expire on the date of such termination of employment.
‘Cause/ Misconduct’, shall means and include, as determined by the Board/ Compensation
Committee:
(i) the continued and gross failure of the employee to substantially perform his duties to the
employer Company, (other than any such failure resulting from retirement, death, or
permanent disability, voluntary retirement),
(ii) the engaging by the employee in wilful, reckless or grossly negligent misconduct which is
determined by the Compensation committee/Board to be detrimental to the interest of the
Company or any of its subsidiaries or its Holding Company, monetarily or otherwise.
(iii) the employee’s pleading guilty to or conviction of a felony.
(iv) Fraud, misfeasance, breach of trust committed by an employee or disclosure to the plan
and /or the Employer Company
(v) Employment of the employee in any other organisation or provision of services by the
Employee for any other organisation whilst in the employment of the Company without the
previous written consent of the Company.
(vi) The Employee is declared bankrupt.
(vii) Moral Turpitude
(viii) Breach of contract or conditions of employment
(ix) Breach of Company Rules or policies
14.3 If a Grantee’s employment with the employer company is terminated due to resignation by
the Grantee or is terminated by the Company for the reasons other than mentioned in
clause 14.2, all the options not vested as on that day i.e on the last day of employment
shall lapse/expire.
14.6 A Grantee, whose employment is terminated by reason of resignation or for reasons other
than cause/misconduct defined in 14.1, may exercise the rights on options vested to him
even after termination of employment with the company until the tenure mentioned in
clause 12.2 above, if the said Grantee
14.7 In the event of a Grantee retiring on attaining the retirement age, Grantee shall be entitled
to exercise all Vested Options with him and may be exercised by Grantee after his
separation until the tenure mentioned in clause 12.2 above. Further, in this case all the
unvested options shall stand lapsed.
18.1 “without the approval of shareholders by way of appropriate resolution” shall be substituted
by “by way of special resolution pursuant to rule 12(5) of the Companies (Share Capital &
Debentures) Rule, 2014”
This Letter shall be governed by and construed in accordance with the laws of India. Any
disputes between the Parties in relation to the terms of this Letter shall be resolved in
accordance with the dispute resolution provisions contained in the ESOP 2010.
Please acknowledge the acceptance of the terms of this letter by signing and returning the
enclosed copy of this letter to the Company.
Yours sincerely,
For FIITJEE Limited
Sd/- Sd/-
Dinesh Kumar Goel Partha Halder
Managing Director Whole Time Director
Below are the details as required pursuant to Companies (share capital and Debenture) Rules, 2014
(a) the total number of stock options granted- 8,68,000
(b) identification of classes of employees entitled to participate in the Employees Stock Option
Scheme;
Employee includes:
(a) a permanent employee of the company who has been working in India or outside India;
or
(b) a director of the company, whether a whole- time director or not; or
(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India,
but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through anybody corporate,
directly or indirectly, holds more than ten percent of the outstanding equity shares of
the company.
(iii) An independent Director of the Company or its subsidiary.
(c) the appraisal process for determining the eligibility of employees to the Employees Stock
Option Scheme: As deemed by compensation committee or Board of directors as the case
may be shall on the basis of various criteria for selection of employees ( which criteria shall
be decided from time to time by the Board or compensation committee for assessing the
contribution of employees) decides on employees eligible for a grant under the plan and
terms and conditions thereof.
The Board of directors may in its absolute discretion be entitled to vary or modify such
criteria and/ or selection and/ or terms or condition of the grant for the employee or class
of employee.
(d) the requirements of vesting and period of vesting; The scheme came into force w.e.f 1 st
April 2010 and the details of the vesting are as under:
Vesting Date Maximum number (percentage)
of options that shall vests
(e) the maximum period within which the options shall be vested: 36 months from the grant
date i.e. 31st March 2013
(f) the exercise price or the formula for arriving at the same: Exercise price shall be
determined by the Board or compensation committee but shall not be lower than face
value.
(g) the exercise period and process of exercise: Exercise period: 31 st March 2028
Process of exercise: The Employee may during any time in exercise period, subject to
fulfilment of conditions grant, exercise some or all of vested options, submit an application
to compensation committee or Board to allot or transfer him shares pursuant to vested
options, accompanied by payment amount and such other writing if any as the Board of
Compensation committee may specify to confirm extinguishment of the rights comprising
of options then exercised.
(h) the Lock-in period, if any: 3 years from the date of grant;
(i) the maximum number of options to be granted per employee and in aggregate:
S.No Title Name of Number of ESOPs to Number of
. Employee be alloted shares
@Rs.258.64/- per vested as on
option date
1 Mr. Partha Halder 1,54,654 1,54,654
* has exercised 200 options out of the total vested options on 31.03.2018.
(j) the method which the company shall use to value its options: NA
(k) the conditions under which option vested in employees may lapse:
If a Grantee’s employment (or other service) with the employer Company terminates or is
terminated for cause/Misconduct, all the options i.e vested but not previously Exercised or
unvested will lapse/expire on the date of such termination of employment.
‘Cause/ Misconduct’, shall means and include, as determined by the Board/ Compensation
Committee:
(i) the continued and gross failure of the employee to substantially perform his duties to the
employer Company, (other than any Such failure resulting from retirement, death, or
permanent disability, voluntary retirement),
(ii) the engaging by the employee in wilful, reckless or grossly negligent misconduct which is
determined by the Compensation committee/Board to be detrimental to the interest of the
Company or any of its subsidiaries or its Holding Company, monetarily or otherwise.
(iii) the employee’s pleading guilty to or conviction of a felony.
(iv) Fraud, misfeasance, breach of trust committed by an employee or disclosure to the plan and
/or the Employer Company
(v) Employment of the employee in any other organisation or provision of services by the
Employee for any other organisation whilst in the employment of the Company without the
previous written consent of the Company.
(vi) The Employee is declared bankrupt.
(vii) Moral Turpitude
(viii) Breach of contract or conditions of employment
(ix) Breach of Company Rules or policies
(l) the specified time period within which the employee shall exercise the vested options in the
event of a proposed termination of employment or resignation of employee: No specified
period in such case, employee can exercise its options till 31 st March 2028
(m) The Company shall comply with the applicable accounting standards.
Except Mr Partha Halder being the grantee, none of the Directors, Key Managerial Personnel
and their relatives are concerned or interested in the resolution either financially or otherwise.
Accordingly, approval of the members is being sought for the proposal set out at item no. 7
of the notice. The Board recommends and propose to pass the resolution set out at item no.
7 of the notice as a Special Resolution.
21st Annual General Meeting of FIITJEE Ltd. on Sunday, 23rd day of September 2018 at
9:13 A.M at Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka, New Delhi
-110075
DETAIL OF MEMBER:
1. Regd. Folio No. _____________No. of shares held ___________
I certify that I am a registered shareholder/proxy for the registered Shareholder (whose details
are mentioned above) of the Company and hereby record my presence at the 21st Annual
General Meeting of the Company on Sunday, 23rd day of September, 2018 at 9:13 A.M at
Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka, New Delhi -110075.
Member’s/Proxy’s Signature
Note:
1. Please fill this attendance slip and hand it over at the entrance of the hall.
2. This Attendance Slip is valid only in case shares are held on the date of the meeting.
Form No. MGT 11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: U80211DL1997PLC090156
Name of the Company: FIITJEE LIMITED
Registered office: 29A, KALU SARAI, SARVAPRIYA VIHAR, NEW DELHI - 110016
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name:
Address:
Email Id:
Signature:……………………………. or failing him
2. Name:
Address:
Email Id:
Signature:……………………………. or failing him
3. Name:
Address:
Email Id:
Signature:……………………………. or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st
Annual General Meeting of the company, to be held on the Sunday, 23rd day of September,
2018 at 9:13 A.M at Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka,
New Delhi -110075 and at any adjournment thereof in respect of such resolutions as are
indicated below:
Resolution No.
1. Consideration and adoption of Audited Financial statement of the Company for the
financial year ended 31st March, 2018, the Report of the Board and Auditors thereon.
4. Re-appointment of Mrs Monila Goel as the Wholetime Director of the Company for a
period of 5 years.
5. Re-appointment of Mr Kanti Kumar Goyal as the Wholetime Director of the Company for
a period of 5 years.
Signed this………..day………………………2018.
Affix
Revenue
Signature of shareholder Stamp
Signature of Proxy holder(s)
Note: This 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.
ROUTE MAP- HOTEL VIVANTA BY TAJ, DWARKA, NEW DELHI
BOARD’S REPORT
Dear Members,
Your Directors are pleased to submit the 21st Annual Report on the Business
and Operations of FIITJEE Limited (“FIITJEE or the Company”) along with the
Audited Standalone and Consolidated Financial Statements of the Company
for the financial year ended 31st March 2018.
1. COMPANY OVERVIEW
STANDALONE
PARTICULARS
2017-18 2016-17
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
During the year, your Company has registered Revenue from operations
of INR 5,674.19 million as against INR 5,284.99 million in the previous
financial year showing a growth of around 7%. Though, the Company has
reported a loss on account of increase in expenses dis-proportionate to
increase in revenue. Your Directors are continuously looking for avenues
for future growth and are hopeful that the Company will perform better in
the coming years.
b) DIVIDEND / APPROPRIATIONS
In the absence of distributable profits, the Company has not declared any
dividend for the financial year ended 31st March 2018.
c) TRANSFER TO RESERVES
The Company has neither accepted nor renewed any deposits during the
year under review and, as such, no amount of principal or interest is
outstanding, as at 31st March 2018.
e) SHARE CAPITAL
Further, the Company did not buy back any of its securities during the year
under review.
A Scheme of arrangement has been filed for merger of Times A & M (India)
Limited and USA Univquest Private Limited (“Transferor Companies”) with
FIITJEE Limited (“Transferee Company”) with NCLT, Delhi Bench on 28th
March 2018. The first motion application is duly approved by the NCLT in
its hearing dated 26th July 2018 and allowed the dispensation of convening
of meeting of Shareholders, Secured and Un-secured creditors of the
Transferor and Transferee Companies.
h) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
At the beginning of the Financial Year 2017-18, the Company had 6 direct
subsidiaries.
During the Financial Year 2017-18, FIITJEE UAE Institute Limited, wholly
owned subsidiary of Company, stands liquidated as on 16th May 2017 vide
Liquidation Certificate issued by RAS Al Khaimah Free Trade Zone (RAK)
authority for liquidation.
During the year, the Company has acquired 100% shares in Megacosm
Cognitions Private Limited (Formerly known as Incos Trademart Private
Limited) on 26th June 2017
The Company incorporated a wholly owned subsidiary in United States
namely FIITJEE US INC. on 21st September 2017.
Pursuant to demerger Scheme approved by NCLT vide its order dated
8th November 2017, Edfora Infotech Private Limited (“EIPL”) has ceased
to be a subsidiary of the Company with effect from 16th November 2017.
Consequently, as on 31st March 2018, the Company has 6 direct
Subsidiaries namely USA Univquest Private Limited, Times A & M (India)
Limited, FIITJEE Franchise Network Limited, Megacosm Cognitions
Private Limited, FIITJEE India W.L.L. (Bahrain) and FIITJEE US INC.
(United States).
A Statement containing the salient features of the financial statements of
Subsidiaries, Joint Ventures and Associate Companies is provided as
Annexure A to the Consolidated Financial Statement and therefore not
repeated to avoid duplication.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
The highlights of the performance of key subsidiaries are also given under
Consolidated Financials
i) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186
The Information as required under Section 134(3)(m) of the Act read with
Rule 8 of Companies (Accounts) Rules, 2014 pertaining to measures of
energy conservation, technology absorption and details of foreign
exchange earnings and outgo is forming part of this report and annexed
as Annexure “2”.
l) EXTRACT AND WEB ADDRESS FOR ANNUAL RETURN
In terms of provisions of Section 92 (3) of the Act, the Annual Return of the
Company is annexed as Annexure “3” and is also available on the
website of the Company. i.e. www.fiitjee.com in section “About FIITJEE →
Policies and other Info”.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
3. HUMAN RESOURCE MANAGEMENT
a) PARTICULARS OF EMPLOYEES
The scheme is only for the employees of the Company and that of its
subsidiaries and not for employees belonging to any promoter, or promoter
group, the director and their relatives holding 10% or more shares.
During the period under review, 200 options were exercised under the said
Plan. The Company has allotted equivalent 200 Equity shares against the
exercise of options on 31st March 2018.
Details as per the Companies (Share Capital and Debentures) Rules, 2014
are given herein below:
Particulars Details
Options Granted 8,68,000
Options Vested 8,27,596
Options Exercised 200
Total number of Equity Shares arising as a 200
result of exercise of Options
Options forfeited / lapsed / cancelled 40,404
Variations in term of Options The Board has
extended the Scheme
by another 10 years in
its meeting held on
31.03.2018 and
further modified the
scheme subject to the
approval of the
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
Shareholders in the
ensuing Annual
General Meeting. The
Extension letter is part
of the explanatory
statement of the
Notice to the Annual
General Meeting of
the Company
Total Number of Options in force 8,27,396
Money raised by exercise of Options INR 51,728
Employee-wise details of Options granted to
i. Directors, Key Managerial Personnel and NIL
other management personnel
ii. Any other employee who received a grant in NIL
any one year of options amounting to 5% or
more of the options granted during the year
iii. Identified employees who are granted NIL
options, during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the at the time of grant
Your Company has zero tolerance for sexual harassment at workplace and
is committed to creating and maintaining an atmosphere in which
employees can work together without fear of sexual harassment,
exploitation or intimidation. As required under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, your company has formed a committee for the same
and has complied with the provisions relating to Constitution of Internal
Complaint Committee (“ICC”).
ICC comprises Ms. Rupinder Sihra (Presiding Officer), Ms. Uma Mehta
Jain (Independent Member), Mr. Anil Trikha (Member), Mr. Rahul Goel,
(Member). No complaints were received and no case against any
employee of your Company was filed on account of sexual harassment
during the year under review.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS
4. CORPORATE GOVERNANCE
The Company is trying its best to rectify the constitution of NRC and AC in
accordance with the statute which in turn will improve the Corporate
Governance standard of the Company further.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
III. As on 31st March 2018, the Company had 5 (five) directors on the Board
namely Mr. Dinesh Kumar Goel, Mrs. Monila Goel, Mr. Kanti Kumar
Goyal, Mr. Partha Halder and Mr. Rajesh Mittal.
IV. In accordance with the provisions of the Act, Mr. Partha Halder would
retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. Your Board of Directors
recommend his re-appointment at the ensuing Annual General Meeting.
VI. The Board had approved and recommend the re-appointment of Mr.
Kanti Kumar Goyal as the Wholetime Director of the Company with
effect from 8th March 2018 for a period of 5 years subject to
shareholders approval in ensuing Annual General Meeting.
VII. The Board had approved and recommend the re-appointment of Mrs.
Monila Goel, as Wholetime Director of the Company with effect from
8th March 2018 for a period of 5 years subject to shareholders approval
in ensuing Annual General Meeting
IX. Mr. Rajeev Babbar was appointed as Chief Financial Officer of the
Company with effect from 8th March 2018.
b. BOARD MEETINGS
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
During the year, the Board of Directors met 8 (Eight) times on the following
dates to transact various businesses pertaining to the operations of the
Company and complied with the requirements of holding minimum number
of meetings of the Board.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
*During the year 2017-18, Audit Committee has been reconstituted by
adding Mr. Partha Halder as Member of Audit Committee with effect from
6th June 2017. Further, Mr. Narender Kumar Mansukhani has resigned as
its Member with effect from 31st December 2017. In this respect, the Board
is required to appoint one Independent Director in order to constitute Audit
Committee as per Section 177.
During the year, all the recommendations made by the Nomination and
Remuneration committee were accepted by the Board of Directors.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
In accordance with Secretarial Standard 1 the following are the Number of
meetings attended by the Directors are as follows:
6 **Mr. Narender 4 12 1 1
Kumar Mansukhani
* Became member of Audit Committee with effect from 6th June 2017
**Resigned from the Board and its Committees with effect from 31st December 2017
d. VIGIL MECHANISM
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
website of the Company at the following link: http://www.fiitjee.co/FIITJEE-
Policies
There has been no change in the policy during the year under review. We
affirm that the remuneration paid to the directors is as per the terms laid
out in the Remuneration Policy of the Company.
The National Company Law Tribunal vide its certified order dated 8 th
November 2017 has approved the demerger of Tech Business of the
Company to Edfora Edtech Private Limited and thereby the capital
restructuring of Edfora Edtech Private Limited. Apart from this, there are
no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in
future.
h. RISK MANAGEMENT
In compliance with the provisions of the Act, your Company has adopted
the Risk Management framework. The objective of Risk Management at the
Company is to create an enterprise-wide risk management framework so
that effective management of risks is an integral part of every employee’s
job. Further, risk management system helps to improve the decision
making, planning and prioritization by comprehensive and structured
understanding of business activities, volatility and opportunities/ threats. It
seeks to identify risks inherent in the business operations of the Company
and provides guidelines to define, measure, report, control and mitigate the
identified risks. FIITJEE’s risk management strategy has been integrated
with the overall business strategies of the organization and its mission
statement to ensure that its risk management capabilities aid in establishing
competitive advantage and allow management to develop reasonable
assurance regarding the achievement of the Company’s objectives.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
i. DIRECTORS’ RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of
their knowledge and belief, confirm that:
ii. the Board of Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and 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 the year for that period;
iii. the Board of Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the Board of Directors have prepared the annual accounts on a going
concern basis;
5. AUDITORS
A. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed
thereunder, M/s Walker Chandiok & Co LLP, Chartered Accountants,
having address at L–41, Connaught Circus, New Delhi–110001, India
(Firm Registration Number: 001076N/N500013, were appointed as the
Statutory Auditors of the Company for a period of Five years, i.e. from the
conclusion of Annual General Meeting held on 15th September 2017 till the
Annual General Meeting of the Company to be held in 2022, at such
remuneration as may be fixed by the Board of Directors on the
recommendation of Audit Committee.
The requirement to place the matter relating to appointment of Auditors for
ratification by members at every Annual General Meeting is done away
with vide notification dated 7th May 2018 issued by the Ministry of
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
Corporate Affairs. Accordingly, no resolution is proposed for ratification of
appointment of Auditors.
The Auditors shall make a report to the Members of the Company on the
accounts examined by them and on every Financial Statement which are
required by or under this Act to be laid before the Company in General
Meeting and the Report shall after taking into account the provisions of the
Companies Act, 2013, the Accounting and Auditing Standards and matters
which are required to be included in the audit report under the provisions
of this Act, and to the best of their knowledge and information, the said
accounts, financial statements give a true and fair view of the state of the
Company’s affairs as at the end of the financial year.
The Board has duly examined the Statutory Auditors’ Report to the
accounts, which is self-explanatory. Clarifications, wherever necessary,
have been included in the Notes to Accounts section of the Annual Report.
There is no adverse remark/qualification in the Auditors report.
C. SECRETARIAL AUDITOR
The Board of Directors in compliance with the provisions of section 204 of
the Act and the Rules framed thereunder, appointed Mr. Sandeep Kansal,
Company Secretary, New Delhi, to conduct its Secretarial Audit for the
Financial Year ended 31st March 2018. The Secretarial Auditors have
submitted their report, confirming compliance by the Company of all the
provisions of applicable corporate laws. The Secretarial Auditor and given
following two remarks.
1. The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors and Non-Executive Directors. After the
resignation of one Independent Director the Company has not fill the
vacancy as the Company is required to appoint two Independent
Directors but the Company has one Independent Director during the
period under review. There are changes in the composition of the Board
of Directors during the period under review and complied all the
provisions of the Act.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
by the management of the Company that during the period of vacancy
they are searching for a suitable candidate for the said appointment. “
D. COST AUDITORS
The Board, on the recommendation of the Audit Committee approved the
appointment of M/s. Yogesh Gupta & Associates, Cost Accountants
(Firm Registration No. 000373), as Cost Auditor for the financial year
ending 31st March 2019. In accordance with the provisions of Section 148
of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
Company has made and maintained the prescribed accounts and
records also since the remuneration payable to the Cost Auditors is
required to be ratified by the shareholders, the Board recommends the
same for approval by shareholders at the ensuing Annual General
Meeting.
The Cost Auditors have submitted their report for the financial year ended
31st March 2018.The Cost Audit Report does not contain any adverse
remark or qualification or remarks.
No fraud by the Company or on the Company by its officers or employees
has been noticed or reported by any of the above auditors.
M/s Ernst & Young LLP was appointed as Internal Auditors of the
Company for the period commencing from 01st January 2017 to 31st
March 2018. Internal Auditors are focusing on risk assessment process
and reviewing emerging risks around fraud, compliance, ethics, internal
controls etc in the Company.
Your Company has taken steps in the right direction and formulated the
CSR Committee and CSR Policy in the month of December 2016. Your
Company has been actively engaging with the NGOs/ Societies and
other eligible entities to execute the events or projects and programs as
identified by the CSR Committee. During the year under review, your
Company has contributed INR 9,000,000/- in “Shree Bhimeshwar
Sadguru Nityanand Sanstha, Ganeshpuri” for setting up homes and
hostels for orphans in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
Following are other CSR initiatives undertaken by the company are as
follows:
In order to help the economically underprivileged to a larger level, in the
year 2008, FIITJEE constituted FORTUNATE 40, which details CSR
programme / initiatives of the Company. It is a program to provide World-
Class training to serious students from financially weaker backgrounds
to achieve their goal of success and top Ranks in IIT-JEE and other
competitive exams. The program financially supports capable students
studying in Class VIII (going to IX) and Class X (going to XI) whose total
parental income is less than INR 10,000/- per month. FIITJEE supports
these meritorious students in their preparation for achieving their dream
goal by awarding 100% scholarships for FIITJEE programs and 100%
waivers on hostel charges. During the year 2017-18, 315 such students
were registered under the programme across all centers.
8. ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation for the Co-
operation and support received from the Government and Semi-
Government agencies. Your Directors are also thankful to all the bankers
and financial institutions for their support to the Company.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
The Board places on record its appreciation for continued support provided
by the esteemed Bankers, customers, suppliers, consultants and
shareholders. The directors also acknowledge the hard work, dedication
and commitment of the employees of the Company and its subsidiaries.
For and behalf of Board of Directors
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
ANNEXURE “1”
II. DETAILS
OF MATERIAL CONTRACTS OR ARRANGEMENT OR
TRANSACTIONS AT ARM'S LENGTH BASIS.
Name(s) of the Nature of Duration of Salient terms Date(s) of Amo
related party contracts/ Contracts/ of the approval unt
and nature of arrangement/ arrangements contracts or by the paid
relationship transaction / transactions arrangements Board, if as
or transactions any: adva
including the nces,
value, if any: if
(in INR) any:
USA Univquest Leasing of 01st April Rental Income 06.06.2017 Nil
Private Limited property of 2017 to 31st
10,351,959
(Wholly owned any kind March 2018
Subsidiary)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
USA Univquest Leasing of 01st April Rent Expense 06.06.2017 Nil
Private Limited property of 2017 to 31st
1,106,006
(Wholly owned any kind March 2018
Subsidiary)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
Megacosm Rendering 01st April Business 06.06.2017 Nil
Cognitions services 2017 to 31st Support
Private Limited March 2018 income
(Wholly owned
39,220
Subsidiary)
Megacosm Purchase of 01st April Purchase of 06.06.2017 Nil
Cognitions Books 2017 to 31st Study
Private Limited March 2018 Material
(Wholly owned
14,594,981
Subsidiary)
FIITJEE India Rendering 01st April Management 06.06.2017 Nil
WLL (Wholly services 2017 to 31st Fee
owned March 2018
30,840,795
Subsidiary)
Edfora Edtech Rendering 01st April Management 06.06.2017 Nil
Private Limited services 2017 to 31st Fee
(Directors of the March 2018
34,687,002
company are
directors in
FIITJEE also)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
ANNEXURE “2”
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
(iv) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof
During current year your Company has not imported any technology
d) the expenditure incurred on Research and Development
The Company does not carry out any research and development
activities and hence, does not incur any expenditure on R & D.
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:info@fiitjee.com, web: www.fiitjee.com
Annexure “3”
FORM MGT-9
[Pursuant to section 92(3) of Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014]
1. CIN U80211DL1997PLC090156
5. Address of the Registered office and contact details 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi-110016
Ph: 011-46106000
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of the Company shall be stated
Sr. Name and Description of main products/ NIC Code of the Product/ % to total turnover of the company
No Services service
1 Times A & M (India) 7/2, Ground Floor, Vasisht U74899DL1998PLC094768 Subsidiary 100 2(87)(ii)
. Limited House, Begumpur, Kalu
Sarai, New Delhi-110017
2 USA Univquest 29-A, ICES House, Kalu U80904DL2013PTC253746 Subsidiary 100 2(87)(ii)
. Private Limited Sarai, Sarvapriya Vihar
New Delhi -110016
3 Megacosm Cognitions 57, Kalu Sarai, Begumpur, U52609DL2016PTC301680 Subsidiary 100 2(87)(ii)
. Private Limited
Malviya Nagar, New Delhi
(Acquired on
– 110017
26.06.2017)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
4 FIITJEE Franchise 29-A, Kalu Sarai, U80903DL2002PLC115562 Subsidiary 100 2(87)(ii)
. Network Limited Sarvapriya Vihar, New
Delhi-110016
5 FIITJEE India W.L.L. Regd. Office: Flat - 21, NA Subsidiary 99.5 2(87)(ii)
. Bahrain Building- 1670, Road -
539, E. Riffa-905,
KINGDOM OF BAHRAIN
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS % TO TOTAL EQUITY:
(I) Category wise Share Holding
Category of No. of Shares held at the No. of Shares held at the end of the year % Change
Shareholders beginning of the year during the
year
A. PROMOTER
1) Indian
b) Central Govt - - - - - - - -
c) State Govt - - - - - - - -
d) Bodies Corp - - - - - - - -
e) Banks/FI - - - - - - - -
f) Any Other - - - - - - - -
2.Foreign
g) NRIs-Individuals - - - - - - - -
h) Other-Individuals - - - - - - - -
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
i) Bodies Corp. - - - - - - - -
j) Banks / FI - - - - - - - -
k) Any Other…. - - - - - - - -
Sub-Total (A)(2) - - - - - - - -
B.PUBLIC HOLDING
1.Institutions
a) Mutual Funds - - - - - - - -
b) Banks / FI - - - - - - - -
c) Central Govt - - - - - - - -
d) State Govt(s) - - - - - - - -
e) Venture Capital -
- - - - - - -
Funds
f) Insurance Companies - - - - - - - -
g) FIIs - - - - - - - -
h) Foreign Venture -
- - - - - - -
Capital Funds
i)Others (specify) - - - - - - - -
Sub-total (B)(1) - - - - - - - -
2. Non Institutions
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
a) Bodies Corp.
- - - - - -
(i) Indian -
- 5,819,264 5,819,264 - 5,819,264 5,819,264
(ii) Overseas 13.68 No Change
b) Individuals -
(i) Individual
shareholders holding
- -
nominal share -capital 200 200 0.0005 0.0005
upto Rs. 1 lakh
(ii) Individual - -
- - - -
shareholders holding
nominal share capital in
excess of Rs. 1 lakh
c) Others (Specify) - - - - - - - -
C) SHARES HELD BY
CUSTODIAN FOR - - - - - - - -
GDRS & ADRS
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
(ii) Shareholding of Promoters
S. Promoters Shareholding at the beginning of the Shareholding at the end of the Year
No Name Year
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
*One Equity share each is held by Mr. Anil Gupta and Mr. Partha Halder on behalf of Mr. Dinesh Kumar Goel in the Company.
(iii) Change in Promoter’s Shareholding
S.No. Shareholding at the beginning of the Year Cumulative Shareholding during the Year
No. of Shares % of total Shares of the No. of Shares % of total shares of the
Company Company
- - - - -
- - - - -
- - - - -
- - - - -
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
decrease (e.g. allotment / transfer / bonus / sweat
equity etc):
2. Q Learn
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
ESOP
scheme
At the End of the year (or on the date of 200 0.0005% 200 0.0005%
separation, if separated during the year)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
3. Mrs. Monila Goel
*Note: One Share is held by Mr. Partha Halder, Whole Time Director of the Company as a Nominee of Dinesh Kumar Goel.
V. INDEBTEDNESS:
(i) Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in INR)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
- Reduction
Indebtedness at the
end of the financial year
i) Principal Amount 586,356,643 580,753,800 Nil 1,167,110,443
ii) Interest due but not paid 1,169,373 Nil Nil 1,169,373
iii) Interest accrued but not due Nil Nil Nil Nil
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(i) Remuneration to Managing Director, Whole-time Directors and/or Manager
(Amount in INR)
S. PARTICULARS OF REMUNERATION NAME OF MD/ WTD/ MANAGER TOTAL
N AMOUNT
O
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of 110,888,887 5,578,240 13,269,310 38,133,333 167,869,770
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
- - - - -
c) Profits in lieu of salary under section 17(3) Income- tax
Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - - -
- Others, specify
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
Remuneration to other directors
(Amount in INR)
S.No. PARTICULARS OF REMUNERATION NAME OF DIRECTORS TOTAL
AMOUNT
1. Independent Directors
-Fee for attending board committee meetings 2,400,000 1,800,000 4,200,000
- Others
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
(IV) Remuneration to Key Managerial Personnel other than MD / Manager /Whole time Director
(Amount in INR)
S.N PARTICULARS OF CS CFO Total Amount
O REMUNERATION
1. Gross salary
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - -
- as % of profit -
- Others, specify…
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
ANNEXURE “4”
INFORMATION AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
S. Name of Designati Remuner Nature Qualificati Date Age The %age Whether
No the on ation/Sal of on & of last of such
. Employee ary employ Experienc comm empl equit employee
received ment, e of the encem oyme y is the
(In INR) whether Employee ent of nt held relative of
contract emplo held by any
ual or yment by such Director or
otherwi the empl Manager
se comp oyee of the
any Company,
befor if yes,
e name of
joinin such
g the Director or
Com Manager
pany
1 Dinesh Managing 110,888,887 Permanent Qualification 01-Apr-98 54 NA 64.19 Relative of
Kumar Director -B.Tech, IIT Years % Mr. Kanti
Goel Experience- Kumar
Approx.23 Goyal and
Years Mrs. Monila
Goel
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
3 Partha Whole - 13,269,310 Permanent Qualification 01-Jun-99 44 NA 1 NA
Halder Time - B.Tech Years Equity
Director Experience- share
approx. 18 on
years behalf
of Mr.
Dines
h
Kumar
Goel
4 Raj Kumar Vice 8,423,411 Permanent Qualification 20-Feb-09 54 Naray NIL NA
Thakur chancellor -B.Sc. Engg. Years ana
(Mechanical) IIT
Experience- Acade
Approx 19 my
Years
5 Mohit Vice 7,447,399 Permanent Qualification 10-Feb-14 37 Consu NIL NA
Sardana chancellor - B.E. years ltancy
(Computer
Science)
Experience-
Approx. 12
years
6 Manish National 6,861,607 Permanent Qualification 20-Jul-02 38 NA NIL NA
Anand Head- - MBA years
Academic Experience-
Operation Approx. 17
years
7 Ateet Mittal Fellow 6,480,550 Permanent Qualification 20-Jan-00 44 NA NIL NA
- B.E. years
(Chemical
Engineering)
Experience-
Approx. 17
years
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
8 Purnendra Executive 6,457,865 Permanent Qualification 01-Dec-16 46 Consu NIL NA
Kishore Mentor & - B.Tech. years ltancy
CEO - Tech (Mechanical) &
Venture Post Advis
Graduate ory
Programme
in Business
Managemen
t
Experience
– Approx..
20 years.
9 Ashish Dean 6,179,261 Permanent Qualification 11-Sep-01 41 NA NIL NA
Kumar - B.Tech. years
Yadav (Civil
Engineering)
Experience
– Approx. 17
years
10 Gaurav Dean 5,993,224 Permanent Qualification 15-Apr-06 42 NA NIL NA
Tiwari : B. Arch. Years
Experience:
Approx. 17
years.
For and behalf of Board of Directors
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:info@fiitjee.com, web: www.fiitjee.com
“ANNEXURE 5”
Annual report on CSR Activities
1. Brief outline of Company’s CSR Policy including overview of projects or programs
proposed to be undertaken:
The Company recognize that with a greater global presence comes even greater
responsibility to operate in an environmentally and socially responsible way. It
provides a shared vision and common focus for our corporate responsibility efforts
through four pillars:
• Education and skill development
• Environmental Management and Sustainability
• Rural development and welfare of society
• Healthcare and Wellness
(ii) CSR Programs Areas:
The Company will focus primarily (including but not limited to) on the following areas:
a) Promotion of education, including special education and employment
enhancing vocation skills especially among children, women, elderly and
the differently abled and livelihood enhancement projects;
h) Contribution to the Prime Minister’s National Relief Fund or any other fund
set up by the Central Government for socio-economic development and
relief and welfare of the Schedules Castes, the Scheduled Tribes, other
backward classes, minorities and women;
l) Any other initiative/s which may not fall under the purview of the above
programme areas may also be taken up by the Company, subject to
recommendation of the CSR Committee and approval by the Board
members in accordance with Rules and Schedule VII of the act as amended
from time to time.
m) Alternatively, the CSR Committee may choose to focus on any one or more
of the above programme areas for its efforts dedicated towards CSR.
6. In case company has failed to spent the two percent of average net profit of last
three Financial Years or any part thereof, reasons for not spending the above
said amount on CSR:
NA
The Members
FIITJEE Limited
(CIN: U80211DL1997PLC090156)
29A KALU SARAI SARVAPRIYA VIHAR
NEW DELHI -110016
Based on our verification of the Company’s books, papers, minutes, forms and
returns filed and other records maintained by the Company and also the information
provided by the company, its officers and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2018
complied with the statutory provisions listed hereunder and also that the Company
has proper Board - processes and compliance – mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:-
1. We have examined the books, papers, minute Books, forms and returns filed and
other records maintained by the Company for the financial year ended on 31 st
March 2018 according to the provisions of:
I. The Companies Act, 2013 (“the Act”) and the rules made thereunder;
II. Foreign Exchange Management Act, 1999 and the Rules and Regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
III. The Company is not listed with any stock Exchange therefore the following
Regulations/provisions are not applicable to the Company
a) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder;
b) The Depositories Act, 1996 and the Regulations and Bye - laws framed thereunder;
c) The Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’)
2. I further report that the Company has, in my opinion, complied with the provisions
of the Companies Act, 2013 and the Rules made under that Act and the
Memorandum and Articles of Association of the Company, with regard to:
_ The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors and Non-Executive Directors. After the resignation of one
Independent Director the Company has not fill the vacancy as the Company is
required to appoint two Independent Directors but the Company has one
Independent Director during the period under review. There are changes in the
composition of the Board of Directors during the period under review and complied
all the provisions of the Act.
_ Adequate notice is given to all directors to schedule the Board Meetings, agenda
were sent at least seven days in advance, and if the meeting is called at shorter
notice one Independent Director was present in that meeting and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
_ The Company has obtained all necessary approvals under the various provisions
of the Act; and
_ There was no prosecution initiated and no fines or penalties were imposed during
the year under review under the Companies Act, and Rules, Regulations and
Guidelines framed under these Acts against / on the Company, its Directors and
Officers.
_ The Directors have complied with the disclosure requirements in respect of their
eligibility of appointment, their being independent and compliance with the Code
of Business Conduct & Ethics for Directors and Management Personnel;
4. The provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules
made under that Act, with regard to maintenance of minimum public shareholding
are not applicable on the Company.
5. I further report that the provisions of the Depositories Act, 1996 and the Byelaws
framed thereunder by the Depositories with regard to dematerialization / re-
materialisation of securities and reconciliation of records of dematerialized
securities are not applicable on the Company as the Shares of the Company are
in physical form and not in Demat form.
a. the Equity shares of the Company are not listed with any Stock Exchange;
b. the provisions of the Securities and Exchange Board of India are not applicable on
the Company during the period under review;
7. I further report that based on the information received and records maintained
there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
8. For the Financial Year 2017-18 Annual Return of Foreign Liabilities & Assets was
filed within requisite time with the RBI.
9. We further report that:
- after the resignation of a whole time Company Secretary in the month of December
2016 the Company has not appointed whole time Company Secretary till February
2018. They appointed a whole time Company Secretary in the month of March
2018. We have been informed by the management of the Company that during the
period of vacancy they were searching for a suitable candidate for the said
appointment.
Sd/-
Sandeep Kansal
Proprietor
ACS NO. 14132,
C. P. NO. 3472
Dated: 22.08.2018
Place: New Delhi
Independent Auditor’s Report
1. We have audited the accompanying standalone financial statements of FIITJEE Limited (‘the
Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes 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 frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our
audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether these standalone financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial controls relevant to the Company’s preparation of the financial
statements that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made by the Company’s
Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on these standalone financial statements.
Opinion
8. 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 31 March 2018, and its loss
and its cash flows for the year ended on that date.
9. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a
statement on the matters specified in paragraphs 3 and 4 of the Order.
10. Further to our comments in Annexure A, as required by 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 belief 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 it appears from our examination of those books;
c. the standalone financial statements 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 prescribed under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 (as amended);
e. on the basis of the written representations received from the directors and taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from
being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the
Company as on 31 March 2018 in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that date and our report dated 29 August 2018
as per Annexure B expressed unmodified opinion; and
g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given to us:
i. the Company, as detailed in Note 37 to the standalone financial statements, has disclosed the
impact of pending litigations on its financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;
iii. there were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company; and
iv. the disclosure requirements relating to holding as well as dealing in specified bank notes
were applicable for the period from 8 November 2016 to 30 December 2016 which are
not relevant to these standalone financial statements. Hence, reporting under this clause
is not applicable.
Neeraj Goel
Partner
Membership No.: 099514
Annexure A
Based on the audit procedures performed for the purpose of reporting a true and fair view on the
financial statements of the Company and taking into consideration the information and explanations
given to us and the books of account and other records examined by us in the normal course of audit,
and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets comprising of property, plant and
equipment, capital work-in-progress and intangible assets.
(b) The fixed assets comprising of property, plant and equipment, capital work-in-progress
and intangible assets have been physically verified by the management during the year and
no material discrepancies were noticed on such verification. In our opinion, the frequency
of verification of the property, plant and equipment is reasonable having regard to the size
of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties (which are included under the head ‘fixed
assets’) are held in the name of the Company.
(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of
the Order are not applicable.
(iii) The Company has granted unsecured loans to certain parties covered in the register
maintained under Section 189 of the Act; and with respect to the same:
(a) in our opinion the terms and conditions of grant of such loans are not, prima facie,
prejudicial to the company’s interest.
(b) the schedule of repayment of principal has been stipulated wherein the principal
amounts are repayable on demand and since the repayment of such loans has not been
demanded, in our opinion, repayment of the principal amount is regular. Also, the
schedule of payment of interest has been stipulated and the receipts of the interest are
regular;
(iv) In our opinion, the Company has not entered into any transaction covered under Sections
185 and 186 of the Act. Accordingly, the provisions of clause 3(iv) of the Order are not
applicable.
(v) In our opinion, the Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as
amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to
the Rules made by the Central Government for the maintenance of cost records under
sub-section (1) of Section 148 of the Act in respect of Company’s services and are of the
opinion that, prima facie, the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018
(vii)(a) Undisputed statutory dues including provident fund, employees state insurance, income-
tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise, value
added tax, cess and other material statutory dues, as applicable, have generally been
regularly deposited to the appropriate authorities, though there has been a slight delay in a
few cases. Further, no undisputed amounts payable in respect thereof were outstanding at
the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty
of excise and value added tax on account of any dispute, are as follows:
(viii) The Company has not defaulted in repayment of loans or borrowings to any financial
institution or a bank or government during the year.
(ix) In our opinion, the Company has applied the term loans for the purposes for which these were
raised. The Company did not raise moneys by way of initial public offer or further public offer
(including debt instruments).
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or
reported during the period covered by our audit.
(xi) Managerial remuneration has been paid by the Company in accordance with the requisite
approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of
the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and
188 of Act, where applicable, except in respect of loan transaction with related party as disclosed
in note 5 to the financial statement which was not pre-approved by audit committee as per
requirement of section 177(4)(iv). As explained in note 47 to the financial statements, the
composition of the audit committee is not as per requirement of section 177; accordingly the said
transaction has been ratified by board of directors directly in its meeting held on 29 August 2018.
The requisite details have been disclosed in the financial statements etc., as required by the
applicable accounting standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of
shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors
or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934.
Neeraj Goel
Partner
Membership No.: 099514
Annexure B
Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 (“the Act”)
1. In conjunction with our audit of the financial statements of FIITJEE Limited (“the Company”) as of and
for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting
(IFCoFR) of the company of as of that date.
2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial
controls based on the internal financial 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 (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of the company’s business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company's IFCoFR based on our audit. We conducted
our audit in accordance with the Standards on Auditing, issued by the ICAI and deemed to be prescribed
under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note
issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR
and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's IFCoFR includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Annexure B to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018
7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that
IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over
financial reporting and such internal financial controls over financial reporting were operating effectively
as at 31 March 2018 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 issued by
the ICAI.
5,469,054,062 5,763,268,065
Assets
Non-current assets
Property, plant and equipment 12A 1,460,522,266 1,167,431,454
Intangible assets 12B 1,467,423 21,323,352
Capital work-in-progress 12A 50,543,793 16,104,038
Non-current investments 13 814,649,504 682,676,504
Deferred tax assets 14 407,393,284 259,304,712
Long-term loans and advances 15 1,602,277,650 1,290,585,777
Other non-current asset 16 771,472 -
4,337,625,392 3,437,425,837
Current assets
Current investments 17 - 1,249,617,871
Inventories 18 - 5,960,983
Trade receivables 19 90,166,571 82,187,560
Cash and bank balances 20 257,330,358 270,747,687
Short-term loans and advances 21 759,272,405 699,066,083
Other current assets 22 24,659,336 18,262,044
1,131,428,670 2,325,842,228
5,469,054,062 5,763,268,065
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
This is the statement of profit and loss referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Notes:
Cash and bank balance (as per note 20 to the financial statements) 257,330,358 270,747,687
Less: Fixed deposits with maturity more than 3 months but less than 12 months 116,561,581 193,709,670
Less: Book overdraft (as per note 10 to the financial statements) 646,694 5,863,020
140,122,083 71,174,997
This is the Cash flow statement referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
1. Company information
FIITJEE LIMITED (the ‘Company’), was incorporated on 13 October 1997. The Company is engaged in
the business of preparing students in their pursuit of higher education in the field of engineering, by
providing coaching classes, test preparation, conducting examinations and other ancillary services to ensure
that students are prepared for the competitive examinations they aspire for in the field of engineering etc.
2. Basis of preparation
The financial statements have been prepared on going concern basis under the historical cost basis, in
accordance with the generally accepted accounting principles in India and in compliance with the
applicable accounting standards as specified under section 133 of Companies Act, 2013 (the ‘Act’) read
with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). All assets and liabilities have been
classified as current or non-current as per the Company’s normal operating cycle and other criteria set out
in the Act.
a) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities on the date of the financial statements and
the results of operations during the reporting periods. Although these estimates are based upon
management’s knowledge of current events and actions, actual results could differ from those estimates
and revisions, if any, are recognised in the current and future periods.
b) Revenue recognition
Sale of services
Revenue from aptitude test fee is recognised at the time of registration of student for aptitude test held in
the period.
Revenue from non-refundable admission fee is recognised at the time of enrolment of student.
Revenue from other fees (including tuition fees, other examination fees, infrastructure fees etc) is
recognised over the period of course on the basis of expected number of hours of tuition delivered in
each period.
Sale of books
Revenue from sale of books is recognised when books are delivered to students and there is no
uncertainty of collection.
Rental income
Rental income is recognised in the statement of profit and loss on accrual basis in accordance with the
terms of respective lease agreements.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Interest income from deposits is recognised on a time proportionate basis taking into account amount
outstanding and the rate applicable.
Dividend income is recognized when the right to receive is established by the reporting date.
Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
Leasehold improvements represent the direct costs incurred on refurbishments of the leased premises.
d) Intangibles
Intangible asset is recognised, where it is probable that the future economic benefits attributable to the
asset will flow to the company and where its cost can be reliably measured. Intangible assets are stated at
the consideration paid for acquisition less accumulated amortisation.
Capital work in progress includes the cost of fixed assets that are not ready for the intended use at the
balance sheet date.
Depreciation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful life prescribed in Schedule II to the Companies Act, 2013, on a pro-rata basis from the
date the asset is ready to use subject to adjustments arising out of transitional provisions of Schedule II to
the Companies Act 2013.
Softwares are being amortised, using the straight-line method, over the estimated useful life of 3 years.
Leasehold improvements are amortised over lease term or estimated useful life whichever is shorter.
Goodwill is being amortised, using the straight-line method, over the estimated useful life of 3 years.
Brand asset is being amortised, using the straight-line method, over the estimated useful life of 3 years.
g) Inventories
Inventories of books are valued at lower of cost or net realisable value. Cost includes freight and other
related incidental expenses net of recoverable duties and taxes, cost is computed on ‘First in First out’
basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to
affect the sale.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction. Exchange differences on foreign exchange transactions settled during the year are recognised
in the statement of profit and loss. Monetary items denominated in foreign currency and outstanding at
the balance sheet date are translated at the closing exchange rate as on the date of the balance sheet, the
resultant exchange differences are recognised in the statement of profit and loss.
Basic earnings/ (loss) per share are calculated by dividing the net profit or loss for the year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. For
the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number of shares outstanding during the year are adjusted
for the effects of all dilutive potential equity shares.
j) Taxation
Provision for tax comprises current and deferred tax. Current tax is provided for on the taxable profits of
the year at applicable tax rates. Deferred income taxes reflect the impact of current year timing differences
between taxable income and accounting income for the year and reversal of timing differences of earlier
years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at
the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets can
be realised. Deferred tax assets on unabsorbed depreciation and carry forward losses are recognized only
if there is virtual certainty that such deferred tax assets can be realised against future taxable profits.
Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current
tax. The company recognizes MAT credit available as an asset only to the extent there is convincing
evidence that the company will pay normal income tax during the specified period, i.e., the period for
which MAT Credit is allowed to be carried forward. In the year in which the Company recognizes MAT
Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of
Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the
statement of Profit and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT
Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company
does not have convincing evidence that it will pay normal tax during the sufficient period.
k) Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, are classified as operating leases. Lease rentals in respect of assets taken on 'operating lease'
are charged to the statement of profit and loss on a straight-line basis over the lease term.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
l) Employee benefits
Expenses and liabilities in respect of employee benefits are recorded in accordance with Revised
Accounting Standard 15 - Employee Benefits (Revised).
The Company makes contribution to statutory provident fund in accordance with Employees Provident
Fund and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution
paid or payable is recognised as an expense in the period in which services are rendered by the employee.
(ii) Gratuity
Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.
(iii) Sincerity
Sincerity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of sincerity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.
Liability in respect of compensated absences becoming due or expected to be availed within one year
from the balance sheet date is recognised on the basis of undiscounted value of estimated amount
required to be paid or estimated value of benefit expected to be availed by the employees. Liability in
respect of earned leaves becoming due or expected to be availed more than one year after the balance
sheet date is estimated on the basis of actuarial valuation performed by an independent actuary using
projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.
Expense in respect of other short-term benefits is recognised on the basis of the amount paid or payable
for the period during which services are rendered by the employee.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Measurement and disclosure of the employee share-based payment plan is done in accordance with the
Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered
Accountant of India. The Company measures compensation cost relating to employee stock options
using the intrinsic value method. Compensation expenses are amortised over the vesting period of the
option on a straight-line basis.
m) Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If
such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount
and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If
at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists,
the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.
Depending upon the facts of each case and after due evaluation of legal aspects, claims against the
Company not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues
disputed and contested by the Company, contingent liabilities are provided for and disclosed as per
original demand without taking into account any interest or penalty that may accrue thereafter. The
Company makes a provision when there is a present obligation as a result of a past event where the
outflow of economic resources is probable and a reliable estimate of the amount of obligation can be
made. Possible future or present obligations that may but will probably not require outflow of resources
or where the same cannot be reliably estimated, has been made as a contingent liability in the financial
statements.
Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank, Cash in hand
and short-term investments with an original maturity of three months or less.
p) Investments
Investments are classified as long-term or current, based on management’s intention at the time of
purchase. Investments that are readily realisable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as long-term investments.
Current investments are stated at lower of cost and fair value determined on an individual investment
basis. Long-term investments are stated at cost net of provision for other than temporary diminution in
their value.
Profit / (loss) on sale of investments is computed based on First-in-first out method of accounting.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
3. Share capital
Authorised share capital
58,500,000 (previous year 58,500,000) equity shares of Rs. 10 each 585,000,000 585,000,000
4,000,000 (previous year 4,000,000) series "A" equity shares of Rs. 10 each 40,000,000 40,000,000
100,000 (previous year 100,000) compulsorily convertible preference shares of Rs. 10 each 1,000,000 1,000,000
626,000,000 626,000,000
Issued, subscribed and fully paid up share capital
38,663,770 (previous year 38,663,570) equity shares of Rs.10 each fully paid up 386,637,700 386,635,700
(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration other than cash)
3,866,357 (previous year 3,866,357) series "A" equity shares of Rs. 10 each fully paid up 38,663,570 38,663,570
425,301,270 425,299,270
a) Reconciliation of the shares outstanding at the beginning of the year and that at the end of the year
As at As at
31 March 2018 31 March 2017
Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Equity shares
Balance as at the beginning of the year 38,663,570 386,635,700 38,663,570 386,635,700
Add: Issued during the year 200 2,000 - -
Balance as at the end of the year 38,663,770 386,637,700 38,663,570 386,635,700
Series "A" equity shares as at the beginning and the end of the year 3,866,357 38,663,570 3,866,357 38,663,570
Balance as at the end of the year 42,530,127 425,301,270 42,529,927 425,299,270
The above information is furnished as per the shareholder register as at reporting date.
The holder(s) of the "Series A Equity Shares" shall be entitled to be paid the entire amount invested by them for the purpose of acquiring any "Series A Equity Shares", and accrued
or unpaid dividend (if declared) in relation to the "Series A Equity Shares" at the time of winding up, prior to any payment by the Company to any other holders of Equity Shares.
d) The Company has not issued any equity shares pursuant to any contract without payment being received in cash, allotted as fully paid up by way of any bonus issues and brought
back during the last five years.
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
5. Long-term borrowings
Secured loan
From banks (refer note A below) 408,820,485 245,586,420
From other financials institutions (refer note B below) 22,436,686 23,502,314
Less: Current maturities of long-term borrowing transferred to other current liabilities (refer note 10) (42,231,059) (36,195,260)
389,026,112 232,893,474
Unsecured loan
Loans from related parties
Lata Goel (refer note C below ) 580,753,800 580,753,800
969,779,912 813,647,274
Note (A)
1. Term Loan of Rs. 35 crore secured by the mortgage of personal property and personal guarantee of Mrs. Lata Goel. Balance remaining is repayable by way of 53 equated monthly
instalments of Rs. 4,870,914 each (inclusive of interest @ 9.15% p.a. (previous year 10.10% p.a.)
2. Term loan of Rs. 20 crores repayable by way of 20 quarterly instalments (inclusive of interest @ 1 Year MCLR + 0.80% p.a.) from the date of first disbursement after two years of
moratorium period, term loan is secured as follows:
a). Primary security charge on current assets and fixed assets (excluding land and building) of the company.
b). Collateral security charge on:
(i) Equitable Mortgage of leasehold title over commercial office space in Laxmi nagar, New Delhi
(ii) Equitable Mortgage of leasehold title over property inclusing land and building situated in sector 16, Noida, Gautam Budh Nagar, U.P.
(iii) Equitable Mortgage of the piece and parcel to Tara Apartment in Dhanbad.
(iv) Equitable Mortgage of the property situated at "Hariom Towers" in Ranchi.
(v) Equitable Mortgage of the property situated at BDA zone-II m p nagar, Bhopal
(vi) Equitable Mortgage of the property in Bangalore
Note (B)
Home Loan secured by property at Chennai, balance remaining is repayable by way of 135 equated monthly instalments of Rs. 269,255 each (inclusive of interest @ 9.30% p.a.
(previous year 9.90% p.a.))
Note (C)
The Company entered into Loan Agreement (with an option to convert into equity shares) with Mrs. Lata Goel for a period of one year on certain terms and conditions, vide
agreement dated 4 April 2014. The said agreement was extended twice for an additional period of one year vide Addendum to the Loan Agreement dated 27 March 2015 and 24
March 2016. Subsequently, the Company has entered into a Structured Debt Agreement vide agreement dated 24 March 2017, wherein the said loan was extended for three years on a
long-term basis with a condition that Company shall convert the said loan into equity shares during the term of the agreement or extended term based on certain pre-conditions. The
aforesaid was inadvertently considered, as a short-term loan payable on demand in the audited financial statement for the financial year ended 31 March 2017. The impact of the same
has been considered and now being rectified. Pursuant to above, previous year balance is also corrected from short-term to long-term.
7. Long term-provisions
Provision for gratuity (refer note 32) 270,239,825 182,715,389
Provision for sincerity (refer note 32) 171,549,662 -
441,789,487 182,715,389
8. Short-term borrowings
Secured loans
Bank overdraft (refer note A below) 155,099,472 72,792,782
155,099,472 72,792,782
Note A:
1. Axis Bank overdraft facility with overdraft limit of Rs. 9 crores @ 7.10% p.a. (previous year 7.85% p.a.) against axis bank fixed deposit of Rs. 10 crores
2. ICICI Bank overdraft facility with overdraft limit of Rs. 30 crores @ 9% p.a. against security charge as per clause 2 of note (A) of note 5
9. Trade payables
Payable to micro, small and medium enterprises* - -
Payable other than micro, small and medium enterprises 552,922,652 466,788,240
552,922,652 466,788,240
*Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”) as at 31 March 2018 and 31 March 2017:
Particulars Amount (Rs.) Amount (Rs.)
i) the principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year; Nil Nil
ii) the amount of interest paid by the buyer in terms of section 16, along with the amounts of the payment made to the supplier beyond Nil Nil
the appointed day during each accounting year;
iii) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed Nil Nil
day during the year) but without adding the interest specified under this Act;
iv)the amount of interest accrued and remaining unpaid at the end of each accounting year; and Nil Nil
v)the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above Nil Nil
are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.
The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with
the Company. This has been relied upon by the auditors.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
Land Buildings Office and Leasehold Furnitures and Computer Motor vehicles Total
Particulars electrical improvements fixtures
equipments
Gross block
As at 1 April 2016 - 236,744,458 352,650,577 934,128,946 179,003,689 65,248,784 72,565,547 1,840,342,001
As at 31 March 2017 54,035,400 250,936,991 442,097,618 1,119,666,092 223,672,642 84,430,175 85,335,816 2,260,174,734
As at 1 April 2017 54,035,400 250,936,991 442,097,618 1,119,666,092 223,672,642 84,430,175 85,335,816 2,260,174,734
As at 31 March 2018 54,035,400 250,936,991 568,964,751 1,394,989,812 294,821,314 79,883,763 92,635,718 2,736,267,749
Charge for the year - 5,237,616 54,640,314 127,220,959 26,910,477 10,112,464 10,245,715 234,367,545
Disposals/adjustment## - - (17,930,331) (312,560) (10,516,345) (11,088,975) (3,704,524) (43,552,735)
Inter block transfer# - - 703,238 (13,860,624) 11,639,872 1,578,765 - 61,251
Balance transferred in slump sale (refer note 43) - - (108,696) - (29,186) (6,320,321) - (6,458,203)
Balance as on appointed date transferred in demerger (refer note 42) - - (23,690) (409,951) (14,800) (967,214) - (1,415,655)
Net block
As at 31 March 2017 54,035,400 224,551,698 140,600,731 583,740,241 102,055,535 23,335,343 39,112,506 1,167,431,454
As at 31 March 2018 54,035,400 219,314,082 230,187,029 746,426,137 145,214,189 25,474,212 39,871,217 1,460,522,266
Net block
As at 31 March 2017 1,206,718 142,188 19,974,446 21,323,352
As at 31 March 2018 1,467,423 - - 1,467,423
As at As at
31 March 2018 31 March 2017
13. Non-current investments
Long-term investment in equity instruments
Number Amount (Rs.) Number Amount (Rs.)
Non-trade investment (quoted) at cost*
M. M. Softek Limited** 10,200 1,418,507 10,200 1,418,507
Less: Provision for other than temporary diminution in value of investment (1,418,507) (1,418,507)
- -
Trade investment (unquoted) at cost*
In equity shares of subsidiaries
FIITJEE Franchise Network Limited 50,000 500,000 50,000 500,000
Times A and M (India) Limited 70,700 679,651,618 70,700 679,651,618
FIITJEE India W.L.L., Bahrain 199 2,364,886 199 2,364,886
USA Univquest Private Limited 10,000 100,000 10,000 100,000
Megacosm Cognitions Private Limited (refer note 43) 4,010,000 40,100,000 - -
FIITJEE US Inc 100,000 6,433,000 - -
Edfora Infotech Private Limited (refer note 42) - - 10,000 60,000
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
14. Deferred tax assets
Note A:
Pursuant to the disputed tax demand of Mrs. Lata Goel for the assessment year 2011-12, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued
notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation to Structured Debt. The Company replied to notice, stating the fact that no
sum in relation to such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt Agreement dated 24 March 2017. The ACIT
illegally treated the Company as garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company maintained with Axis
Bank in relation to Structured Debt.
Based on independent legal advice, the management of the Company is of the sanguine belief that the aforesaid amount would be recovered from the Income-tax department. The
Company is in the process of taking necessary legal action for recovering the said amount from Income-tax department. In case of non-recovery, this amount shall be adjusted against
the loan from Mrs. Lata Goel
Fixed deposit with maturity more than 12 months (refer note 20) 771,472 -
771,472 -
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
17. Current investments
18. Inventories
(Valued at lower of cost or net realisable value)
Outstanding for more than six months from the date they became due for payment :
Unsecured, considered doubtful 25,646,600 25,646,600
Others
Unsecured, considered good 90,166,571 82,187,560
115,813,171 107,834,160
Less: Provision for doubtful receivables (25,646,600) (25,646,600)
90,166,571 82,187,560
20. Cash and bank balances
Interest receivable
From related parties 21,708,721 13,864,877
From others 2,950,615 4,397,167
24,659,336 18,262,044
Operating revenue
Tuition fees (net of scholarship) 2,808,952,670 2,841,134,478
Admission fees 2,473,444,640 1,616,424,038
Sale of books 118,325,083 565,689,873
Aptitude fees 54,628,414 48,578,501
Revenue from non class room programmes 36,489,517 56,196,566
Management fee 151,015,870 141,265,126
Hostel fee 484,065 -
5,643,340,259 5,269,288,582
Other operating revenue
Admin charges 10,059,378 13,068,157
Business support income 20,793,938 2,628,436
30,853,316 15,696,593
5,674,193,575 5,284,985,175
Opening stock
Books and courseware 1,204,145 2,123,746
Others 4,756,838 3,000,755
5,960,983 5,124,501
Closing stock as at 30 June 2017 (refer note 43)
Books and courseware 5,111,547 1,204,145
Others 7,986,226 4,756,838
13,097,773 5,960,983
(7,136,790) (836,482)
Interest on
Term loan 29,038,772 29,573,678
Cash credit limit 11,237,367 872,933
Loan from related parties - 36,082
Others 1,176,766 5,902,016
Other borrowing cost
Processing fee 3,505,750 25,725
Guarantee commission to related party 11,363,018 13,061,092
56,321,673 49,471,526
Basic (loss)/ earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (11.77) 3.94
Diluted (loss)/ earnings per share to series "A" equity shareholder and equity shareholder (Rs.)* (11.77) 3.94
* The Company being unlisted company, market value of employee stock options are not available with the Company at the closing date and also considering employee stock options
are insignificant in amount the same has not been considered for the computation of diluted earnings per share.
30. Accounting Standard 17 “Segment reporting” of the Companies (Accounting Standards) Rules, 2014 requires the
Company to disclose certain information about operating segments. The Company is primarily engaged in the
business of conducting coaching classes, test preparation classes, mock tests and providing course material for
engineering entrance examinations and other competitive examinations, which is considered to be the only
reportable business segment. Further, Company is primarily operating in India which is considered as a single
geographical segment.
a) Estimated amount of contracts remaining to be executed on capital account and other commitments not
provided for:
(Amount in Rs.)
As at As at
Description
31 March 2018 31 March 2017
Capital commitment (net of advances) 135,561,782 62,647,589
b) The Company has undertaken to provide continued financial support to its subsidiaries as and when required.
Gratuity
Amount recognised as expenses in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended Year ended
Description 31 March 2018 31 March 2017
Current service cost 38,284,641 35,827,624
Past service cost (Vested employees) 52,949,359 -
Past service cost (Un-vested employees) 774 -
Interest cost 15,605,797 15,134,501
Expected return on plan assets (33,706) (33,924)
Actuarial loss/(gain) recognised during the year 21,979,550 (19,211,261)
Amount recognised in the statement of profit and loss 128,786,415 31,716,940
For determination of the gratuity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at As at
Description
31 March 2018 31 March 2017
Discount rate (per annum) 7.80 7.50
Rate of increase in compensation levels (per annum) 5.50 5.50
Expected rate of return on plan assets (per annum) 8.00 8.00
B) Sincerity
Amount recognised as expense in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended
Description 31 March 2018
Current service cost 56,141,166
Interest cost 11,949,551
Actuarial gain recognised during the year (25,201,685)
Amount recognised in the statement of profit and loss 42,889,032
For determination of the sincerity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at
Description
31 March 2018
Discount rate (per annum) 7.80
Assumed rate of accumulation of deducted amount (per annum) 7.50
Probability of achieving performance criteria (per annum) 20.00
The Company’s contribution to provident fund during the year was Rs. 61,412,024 (previous year Rs.
57,600,124).
“Disclosures in respect of Accounting Standard (AS) – 18 ‘Related party disclosures’, as specified under Section
133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended):
a) Name of related party and relationship:
Enterprise directly/indirectly under direct control of KMPs at any time during the year (with
whom there were transactions during the year/ previous year):
Relative of KMPs (with whom there were transactions during the year/ previous year)
Mrs. Lata Goel (Mother of Mr. Dinesh Kumar Goel)
Ms. Bhargavi Goel (Daughter of Mr. Dinesh Kumar Goel)
Mr. Kartikeya Goel (Son of Mr. Dinesh Kumar Goel)
Mr. Aditya Agrawal (Brother of Mrs. Monila Goel)
Ms. Mamta Goel (Sister of Mr. Dinesh Kumar Goel)
Mr. Narendra Kumar Agrawal (Father of Mrs. Monila Goel)
Mrs. Sarvesh Agrawal (Mother of Mrs. Monila Goel)
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Transactions with related parties in the ordinary course of business:
Reimbursement of expenses
Emmanuel’s Educational Society 235,422 161,191
received
Tetrahedron Educational Academy 185,364 152,838
As at balance sheet date the following litigation matters are pending at various forums against the Company:
The assessments under Section 153A read with 143(3) of the Income-tax Act 1961, have been made for
assessment year 2007-08 to 2013-14 and a demand of Rs. 74,545,904 (previous year Rs. 74,545,904) has
been raised by the Income Tax Department after adjusting carry forward losses amounting to Rs.
1,184,499,593 (previous year Rs. 1,184,499,593). The Company has filed appeals before CIT (Appeals)
against such assessment orders. During the previous year department has adjusted refund from earlier years
amounting to Rs. 73,109,240 against the above demand.
The assessment under Section 143(3) of Income-tax Act 1961, have been made for assessment year 2014-
15 and a demand of Rs. 174,407,074 (previous year Rs. 174,407,074) has been raised by the Income Tax
Department. The Company has filed an appeal before CIT (Appeals) against such assessment order. During
the year, the Company has paid Rs. 17,500,000 against the above demand.
The assessment under Section 147 of the Income-tax Act 1961, have been made for assessment year 2010-
11 and a demand of Rs. 1,428,230 (previous year Rs. 1,428,230) has been raised by the Income Tax
Department. The matter is pending at Income Tax Appellate Tribunal for adjudication.
Service tax demand amounting to Rs. 2,100,137 (previous year Rs. 66,363,254) pertaining to period from
2007- 2008 to 2011-2012 pending at Custom Excise & Service Tax Appellate Tribunal (CESTAT). The
CESTAT has granted stay against the demand.
Service tax demand amounting to Rs. 1,666,391 (previous year Rs. Nil) pertaining to period from 2007- 2008
to 2012-2013 pending at Commissioner of Central Excise & Service Tax (Appeals).
Value added tax demand amounting to Rs. 11,099,374 (previous year Rs. 8,562,568) pertaining to period
from 2008-2009 to 2012-2013 under Rajasthan VAT Act, 2003 pending at Appellate Authority level.
Entry tax demand under The Rajasthan Entry Tax - Goods Act, 2003 amounting to Rs. 1,632,182 (previous
year Rs. 1,632,182) pertaining to period from 2010-2011 to 2015-2016, pending at Appellate Authority level
Based on the advice from independent tax consultants, the management is confident that the above demands
will not be sustained on completion of appellate proceedings and accordingly, pending the decision by the
appellate authorities, no provision has been made in the financial statement.
Consumer complaints filed by ex-students/ their parents and vendors claiming refund of fee and receivable
amounting to Rs. 19,545,814 (previous year Rs. 17,824,931)
A party filed suit for recovery of lease rental in respect of property at Hyderabad amounting to Rs. 2,789,500
(previous year Rs. 2,789,500). The case is pending at District court.
Ten ex-employees filed suit for recovery of dues amounting to Rs. 7,442,591 (previous year Rs. 6,621,288)
As at balance sheet date the following legal suits have been filed by the Company:
A suit has been filed for recovery of advance amounting to Rs. 600,000,000 (previous year Rs. 600,000,000)
of M/s. Alert Buildtech Private Limited before the Hon’ble High court of Delhi. The matter is pending in
court of law.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
A suit has been filed for recovery of advance amounting to Rs. 10,000,000 (previous year Rs. 10,000,000) of
International Public School Limited, Bhopal before the Saket Court for non-performance of contractual
obligations. The matter is pending in court of law.
During the year, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued
notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation
to Structured Debt. The Company replied to notice, stating the fact that no sum in relation to such
Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt
Agreement dated 24 March 2017. The ACIT illegally treated the Company as garnishee and unlawfully
recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company
maintained with Axis Bank in relation to Structured Debt. The Company is in the process of taking necessary
legal action for recovering the said amount from Income-tax department. In case of non-recovery, this
amount shall be adjusted against the loan from Mrs. Lata Goel.
Based on the advice from independent legal consultants, the management of the Company is of the view that
the same is recoverable and no provision has been made in the financial statement.
The Board of Directors of the Company, at their meeting held on 26 March 2010 had launched an Employees
Stock Option Plan- 2010 (“FIITJEE ESOP 2010”) covering 868,000 (Eight Lac Sixty Eight Thousand) Stock
Options representing an equal number of Equity Shares of face value Rs. 10 each at an exercise price of Rs.
258.64., The scheme is for all the eligible employees of the Company and its subsidiaries.
The Exercise period of eight years comes into force from the grant date and it is extended by the Board in its
meeting held on 31.03.2018 for a period of 10 years i.e. up to 31 March 2028
40. The Company follows Accounting Standard (AS-22) “Accounting for taxes on income”, of the Companies
(Accounting Standards) Rules, 2014. The Company has recognized deferred tax asset on timing differences and
restricted the recognition of asset on accumulated losses and unabsorbed depreciation due to absence of virtual
certainty of future taxable profits supported by convincing evidence.
41. The Company’s significant leasing arrangement for the year ended 31 March 2018 is in respect of operating
leases for premises. The aggregate lease rentals expenses under operating lease amounting to Rs. 533,272,752
(previous year Rs. 420,654,163) for the year which has been charged to statement of profit and loss.
42. With effect from appointed date of 1 April 2017, Tech business (Demerged undertaking) of the Company
demerged into Edfora Edtech Private Limited (the resulting company). Following are key terms of the scheme
and its accounting in the books of the Company: -
a) The National Company Law Tribunal (NCLT) vide its order dated 8 November 2017 approved the
arrangement as embodied in the Scheme of arrangement between the Company, Edfora Edtech Private
Limited (the resulting company) and their respective shareholders and creditors (“Scheme”) and the same
has been filed with the Registrar of Companies on 16 November 2017. The Scheme is effective from the
appointed date of 1 April 2017 (“the appointed date). Accordingly, all the assets, rights, powers, liabilities
and duties of the demerged undertaking demerged from the Company from the appointed date.
b) The demerged undertaking is engaged in the business of providing software products focused to empower
learning in various domains which includes (but not limited to) academic, health & spiritual fields. It also
includes the domain of online competitive exam preparation, test assessment, analytics and feedback
(including the domain ‘mypat.in’) and also includes activities of career counselling whether through an online
web application or through a dedicated website.
c) Pursuant to the Scheme, the Company derecognised the assets and liabilities of the demerged undertaking at
the respective book values as appearing in the books at the close of the day immediately preceding the
appointed date. The excess of assets over liabilities has been adjusted with the Securities Premium of the
Company.
43. In terms of the definitive business agreement executed on 27 June 2017 between the Company and its wholly
owned subsidiary Megacosm Cognitions Private Limited, for transferring of its Books and content business
(undertaking), Company has transferred the said undertaking including related assets and liabilities as at effective
date i.e. closing of business hours as of 30 June 2017 on ‘as is where is basis’ by way of slump sale for lump sum
consideration of Rs. 132,100,000 which is discharged as follows:
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
1. by way of 4,000,000 equity shares at face value of Rs. 10 each amounting to Rs. 40,000,000
2. by way of 855,000 9.5% Non-convertible debentures at face value of Rs. 100 each amount to Rs. 85,500,000
3. cash consideration amounting to Rs. 6,600,000
44. As regards amalgamation of Stratford Academy Limited (“transferor company”) with FIITJEE Limited
(“transferee company”), during the financial year ended 31 March 2016 the following may be noted: -
a) The Honorable High Court of New Delhi vide its order dated 27 September 2016 approved the arrangement
as embodied in the Scheme of transferor companies with the Company and the same has been filed with
the Registrar of Companies on 16 December 2016. On complying with the requisite formalities by the
Company, the scheme became effective from 1 April 2015 (“the appointed date). Accordingly, all the assets,
rights, powers, liabilities and duties of the transferor companies vested in the transferee company as a going
concern from the appointed date and the transferor companies without any further act were dissolved
without winding up.
b) The transferor company is engaged in the business of preparing students in pursuit of higher education in
the field of engineering by providing coaching classes, test preparation, conduction examinations and other
ancillary services.
c) Pursuant to the Scheme coming into effect, the authorized share capital of transferor companies is combined
with the company and resultantly there is an increase the authorized share capital by Rs. 500,000.
d) Since the amalgamation has been accounted for under the “Purchase” method as prescribed under
Accounting Standard 14 on “Accounting for Amalgamation” of Companies (Accounts) Rules, 2014 (as
amended). Accordingly, the assets and liabilities of transferor companies as of the appointed date have been
taken over at fair values.
Further, as per the scheme, profit/loss arising to the transferor companies after the appointed date has been
treated as profit/loss of the transferee company and the same has been adjusted from the Statement of
Profit and Loss.
45. On 8 March 2018, The Board of the Company has approved the scheme of amalgamation/ arrangement for the
amalgamation of USA Univquest Private Limited (transferor company) and Times A & M (India) Limited
(transferor company) with the Company (transferee company) with appointed date being 1 April 2017. All three
Companies jointly filed amalgamation/ arrangement petition before the National Company Law Tribunal at New
Delhi during the year. The order for approval of the said Scheme from the National Company Law Tribunal is
awaited and hence no effect thereto has been given in the financial statements of the Company.
46. As per Section 135 of the Act, a Company, meeting the applicability threshold, needs to spend at least 2% of its
average net profit for the immediately preceding three financial years on corporate social responsibility (CSR)
activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and
culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural
development projects. A CSR committee has been formed by the Company as per the Act.
a) Gross amount required to be spent by the Company during the year is Rs. 1,948,413 (previous year Rs.
2,497,101).
b) Amount spent during the year is Rs. 9,000,000 (previous year Rs. nil)
47. As per Section 177 (2), the Audit Committee should consist of a minimum of three directors with independent
director forming a majority. On 31 December 2017 one independent director has resigned from the Audit
Committee resulting in default under section 177(2) with respect to constitution of the Audit Committee. The
Company is in process of finanlising the independent directors to make the default good. The Board of Directors
has approved the financial statements as per the power conferred under Section 179(3)(g) of the Act.
48. Advance received from students Rs. 1,774,683,725 (previous year Rs. 2,385,270,792) represents fee received
from students against the services to be provided by the Company to the students in future.
49. Previous year figures have been re-grouped /re-arranged wherever necessary to make them comparable with
those of the current year.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
1. We have audited the accompanying consolidated financial statements of FIITJEE Limited (‘the
Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred
to as ‘the Group’), which comprise the Consolidated Balance Sheet as at 31 March 2018, the
Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the
year then ended, and a summary of the significant accounting policies and other explanatory
information.
2. The Holding Company’s Board of Directors is responsible for the preparation of these
consolidated financial statements in terms of the requirements of the Companies Act, 2013 (‘the
Act’) that give a true and fair view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in accordance with the accounting
principles generally accepted in India, including the Accounting Standards prescribed under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The
Holding Company’s Board of Directors and the respective Board of Directors/management of the
subsidiaries included in the Group, are responsible for the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
Further, in terms of the provisions of the Act, the respective Board of Directors/management of
the companies included in the Group, covered under the Act are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error. These financial statements have been
used for the purpose of preparation of the consolidated financial statements by the Directors of the
Holding Company, as aforesaid.
Auditor’s Responsibility
4. While conducting the audit, we have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in the audit report under
the provisions of the Act and the Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether these consolidated financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the consolidated financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant to the Holding Company’s
preparation of the consolidated financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating
the overall presentation of the consolidated financial statements.
7. We believe that the audit evidence obtained by us and the audit evidence obtained by the other
auditors in terms of their reports referred to in paragraph 9 of the Other Matter paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on these consolidated
financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us
and based on the consideration of the reports of the other auditors on separate financial
statements and on the other financial information of the subsidiaries, the aforesaid consolidated
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 consolidated state of affairs of the Group, as at 31 March 2018, and their consolidated loss and
their consolidated cash flows for the year ended on that date.
Other Matter
9. (a) We did not audit the financial statements of two subsidiaries, whose financial statements reflect
total assets of Rs. 18,965,333 and net liabilities of Rs. 6,261,489 as at 31 March 2018, total revenues
of Rs. 61,374,709 and net cash outflows amounting to Rs. 5,628,391 for the year ended on that date,
as considered in the consolidated financial statements. These financial statements have been audited
by other auditors whose reports have been furnished to us by the management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and disclosures included
in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act,
in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.
Further, of these subsidiaries, one subsidiary is located outside India whose financial statements and
other financial information have been prepared in accordance with accounting principles generally
accepted in their respective countries and which have been audited by other auditor under generally
accepted auditing standards applicable in the respective country. The Holding Company’s
management has converted the financial statements of such subsidiary, located outside India from
accounting principles generally accepted in the respective country to accounting principles generally
accepted in India. We have audited these conversion adjustments made by the Holding Company’s
management. Our opinion in so far as it relates to the balances and affairs of such subsidiary, located
outside India is based on the report of other auditors and the conversion adjustments prepared by
the management of the Holding Company and audited by us.
(b) We did not audit the financial statements of one subsidiary included in the consolidated financial
statements, whose financial statements reflect total assets of Rs. 6,397,610 and net assets of Rs.
6,261,283 as at 31 March 2018, total revenues of Rs. nil and net cash inflows amounting to Rs.
6,397,610 for the year ended on that date, as considered in the consolidated financial statements.
These financial statements are unaudited and have been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of
Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such
unaudited financial statements. In our opinion and according to the information and explanations
given to us by the Management, these financial statements are not material to the Group.
Our opinion above on the consolidated financial statements, and our report on other legal and
regulatory requirements below, are not modified in respect of the above matters with respect to our
reliance on the work done by and the reports of the other auditors and the financial statements /
financial information certified by the management.
10. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports
of the other auditors on separate financial statements and other financial information of the
subsidiaries, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated
financial statements;
b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors;
c) The consolidated financial statements dealt with by this report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial
statements;
d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 (as amended);
e) On the basis of the written representations received from the directors of the Holding Company
and taken on record by the Board of Directors of the Holding Company and the reports of the
other statutory auditors of its subsidiary companies covered under the Act, none of the directors
of the Group companies are disqualified as on 31 March 2018 from being appointed as a director
in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the
Holding Company, and its subsidiary companies covered under the Act and the operating
effectiveness of such controls, refer to our separate report in ‘Annexure A’; and
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditor’s) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given to us and based on the
consideration of the report of the other auditors on separate financial statements as also the
other financial information of the subsidiaries:
i) the consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group, as detailed in Note 38 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;
iii) there were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Holding Company, and its subsidiary companies covered
under the Act during the year ended 31 March 2018; and
iv) the disclosure requirements relating to holding as well as dealing in specified bank
notes were applicable for the period from 8 November 2016 to 30 December 2016
which are not relevant to these consolidated financial statements. Hence, reporting
under this clause is not applicable.
Neeraj Goel
Partner
Membership No.: 099514
Annexure A
Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 (“the Act”)
1. In conjunction with our audit of the consolidated financial statements of the FIITJEE Limited (“the
Holding Company”) and its subsidiaries, (the Holding Company and its subsidiaries together referred to
as “the Group”) as of and for the year ended 31 March 2018, we have audited the internal financial
controls over financial reporting (“IFCoFR”) of the Holding Company and its subsidiary companies,
which are companies incorporated in India, as of that date.
2. The respective Board of Directors of the Holding Company and its subsidiary companies, which are
companies incorporated in India, are responsible for establishing and maintaining internal financial
controls 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 (“the Guidance Note”) issued by the Institute of
Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of the company’s business, including adherence to the Company’s policies,
the safeguarding of the company’s assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the IFCoFR of the Holding Company and its subsidiary
companies as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on
Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent
applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if
such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR
and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other
auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the IFCoFR of the Holding Company and its
subsidiary companies as aforesaid.
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the consolidated financial statements for the year ended 31 March 2018
6. A Company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A Company's IFCoFR includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and Directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that
the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in
India, have, in all material respects, adequate internal financial controls over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31 March 2018, 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 issued by the ICAI.
Other Matter
9. We did not audit the IFCoFR in so far as it relates to one subsidiary company, which is company covered
under the Act, whose financial statements reflect total assets of Rs. 284,034 and net liabilities of Rs.
16,765,221 as at 31 March 2018, total revenues of Rs. nil and net cash outflows amounting to Rs. 131,707
for the year ended on that date, as considered in the consolidated financial statements. The IFCoFR in so
far as it relates to such subsidiary company, have been audited by other auditor whose report has been
furnished to us by the management and our report on the adequacy and operating effectiveness of the
IFCoFR for the Holding Company and its subsidiary company, as aforesaid, under Section 143(3)(i) of
the Act in so far as it relates to such subsidiary company is based solely on the report of the auditor of
such company. Our opinion is not modified in respect of this matter with respect to our reliance on the
work done by and on the report of the other auditor.
Neeraj Goel
Partner
Membership No. 099514
Note As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
Equity and liabilities
Shareholders' funds
Share capital 4 425,301,270 425,299,270
Reserves and surplus 5 (128,922,730) 694,692,314
296,378,540 1,119,991,584
Non-current liabilities
Long-term borrowings 6 969,779,912 813,647,274
Other long-term liabilities 7 85,499,270 86,311,564
Long-term provisions 8 509,608,687 189,931,303
1,564,887,869 1,089,890,141
Current liabilities
Short-term borrowings 9 155,099,472 72,792,782
Trade payables 10
payable to micro, small and medium enterprises - -
payable to other than micro, small and medium enterprises 440,985,701 351,359,427
Other current liabilities 11 2,335,125,759 2,816,472,425
Short-term provisions 12 243,788,207 176,699,756
3,174,999,139 3,417,324,390
5,036,265,548 5,627,206,115
Assets
Non-current assets
Property, plant and equipment 13A 1,495,657,668 1,209,605,122
Intangible assets 14 1,719,710 21,935,552
Capital work-in-progress 13B 52,873,593 18,433,838
Goodwill on consolidation 14 569,466,891 569,823,269
Non-current investments 15 - -
Deferred tax assets (net) 16 428,046,526 260,064,230
Long-term loans and advances 17 1,197,575,069 1,009,490,161
Other non-current asset 18 771,472 75,000
3,746,110,929 3,089,427,171
Current assets
Current investments 19 - 1,423,252,964
Inventories 20 13,390,890 8,172,658
Trade receivables 21 109,952,606 54,639,588
Cash and bank balances 22 367,525,961 332,392,864
Short-term loans and advances 23 766,656,171 714,837,352
Other current assets 24 32,628,991 4,483,518
1,290,154,619 2,537,778,944
5,036,265,548 5,627,206,115
The accompanying notes are an integral part of the consolidated financial statements
This is the consolidated balance sheet referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013
Expenses
Cost of material 27 350,214,281 179,873,694
Change in inventories 28 (7,069,294) (2,363,339)
Employee benefit expenses 29 4,302,782,122 3,022,287,015
Finance costs 30 56,505,896 51,925,394
Depreciation and amortisation expense 13-14 264,644,475 228,506,793
Other expenses 31 2,249,862,995 1,961,143,421
7,216,940,475 5,441,372,978
The accompanying notes are an integral part of the consolidated financial statements
This is the consolidated statement of profit and loss referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013
Notes:
Cash and bank balance (as per note 22 to the financial statements) 367,525,961 332,392,864
Less: Fixed deposits with maturity more than 3 months but less than 12 months 117,625,027 196,029,024
Less: Book overdraft (as per note 11 to the financial statements) 24,817,944 5,863,020
225,082,990 130,500,820
This is the Consolidated cash flow statement referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013
1. Company information
FIITJEE LIMITED (‘FIITJEE’ or the ‘Company’), a public limited company, together with its subsidiaries
(referred to as ‘the Group’) is primarily engaged in the business of preparing students in their pursuit of
higher education in the field of engineering, by providing coaching classes, test preparation, conducting
examinations and other ancillary services to ensure that students are prepared for the competitive
examinations they aspire for in the field of engineering etc.
i) Basis of accounting
The consolidated financial statements have been prepared in accordance with the generally accepted
accounting principles in India. The Group has prepared consolidated financial statements to comply in all
material respects with the accounting standards as specified under section 133 of Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The consolidated financial
statement have been prepared on a going concern basis under the historical cost convention on accrual
basis in accordance with the generally accepted accounting principles in India. The accounting policies
have been consistently applied by the Group.
All assets and liabilities have been classified as current or non-current, wherever applicable as per the
operating cycle of the Group as per the guidance set-out in the Schedule III to the Companies Act, 2013.
The consolidated financial statements include consolidated balance sheet, consolidated statement of profit
and loss, consolidated statement of cash flows and notes to the consolidated financial statements and
explanatory statements that form an integral part thereof. The consolidated financial statements are
presented, to the extent possible, in the same format as that adopted by the parent for standalone financial
statements.
The consolidated financial statements include the financial statements of the Company and all its
subsidiaries, which are more than 50 percent owned or controlled during the year have been accounted
for in accordance with the provisions of Accounting Standard 21 ‘Consolidated Financial Statements’.
Investments in entities that were not more than 50 percent owned or controlled during the year have been
accounted for in accordance with the provisions of Accounting Standard 13 ‘Accounting for Investments’.
The consolidated financial statements have been combined on a line-by-line basis by adding the book
values of like items of assets, liabilities, income and expenses after eliminating intra-group balances/
transactions and resulting elimination of unrealized profits in full. The amounts shown in respect of
reserves comprise the amount of the relevant reserves as per the financial statement of the Company and
its share in the post-acquisition increase in the relevant reserves of the entity to be consolidated.
Minority interest represents the amount of equity attributable to minority shareholders at the date on
which investment in a subsidiary company is made and its share of movements in equity since that date.
Any excess consideration received from minority shareholders of subsidiaries over the amount of equity
attributable to the minority on the date of investment is reflected under Reserves and Surplus.
Notes to the consolidated financial statements, represents notes involving items which are considered
material and are accordingly duly disclosed. Materiality for the purpose is assessed in relation to the
information contained in the consolidated financial statements. Further, additional statutory information
disclosed in separate financial statements of the subsidiary companies and/or the parent having no
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
bearing on the true and fair view of the consolidated financial statements has not been disclosed in the
consolidated financial statements.
i) Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities on the date of the financial
statements and the results of operations during the reporting periods. Although these estimates are based
upon management’s knowledge of current events and actions, actual results could differ from those
estimates and revisions, if any, are recognised in the current and future periods.
Sale of services
Revenue from aptitude test fee is recognised at the time of registration of student for aptitude test held in
the period.
Revenue from non-refundable admission fee is recognised at the time of enrolment of student.
Revenue from other fees (including tuition fees, other examination fees, infrastructure fees etc) is
recognised over the period of course on the basis of expected number of hours of tuition delivered in
each period.
Revenue from other services is recognised on accrual basis as and when services have been rendered and
certainty of collection is established.
Sale of books
Revenue from sale of books is recognised when books are delivered to students and there is no
uncertainty of collection.
Management fee
Revenue is recognised as and when the services are rendered and the amount can be measured reliably as
per the terms of contract.
Rental income
Rental income is recognised in the statement of profit and loss on accrual basis in accordance with the
terms of respective lease agreements.
Interest
Interest income from deposits is recognised on a time proportionate basis taking into account amount
outstanding and the rate applicable.
Dividend income
Dividend income is recognized when the right to receive is established by the reporting date.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
Leasehold improvements represent the direct costs incurred on refurbishments of the leased premises.
iv) Intangibles
Intangible asset is recognised, where it is probable that the future economic benefits attributable to the
asset will flow to the company and where its cost can be reliably measured. Intangible assets are stated at
the consideration paid for acquisition less accumulated amortisation.
Capital work in progress includes the cost of property, plant and equipment that are not ready for the
intended use at the balance sheet date.
The difference between the cost of investment to the Group in Subsidiary companies and the
proportionate share in equity of the investee company as at the date of acquisition of stake is recognized
in the consolidated financial statements as Goodwill or Capital Reserve, as the case may be.
Depreciation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful life prescribed in Schedule II to the Companies Act, 2013, on a pro-rata basis from the date
the asset is ready to use subject to adjustments arising out of transitional provisions of Schedule II to the
Companies Act 2013.
Softwares are being amortised, using the straight-line method, over the estimated useful life of 3 years.
Leasehold improvements are amortised over lease term or estimated useful life whichever is shorter.
Goodwill is being amortised, using the straight-line method, over the estimated useful life of 3 years.
Brand asset is being amortised, using the straight-line method, over the estimated useful life of 3 years
Customer relationship is being amortised, using the straight-line method, over the estimated useful life of
5 years.
viii) Inventories
Inventories are valued at lower of cost or net realisable value. Cost includes freight and other related
incidental expenses net of recoverable duties and taxes and is arrived at on ‘First in First out’ basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to
affect the sale.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Revenues, costs and expenses are translated using weighted-average exchange rate during the
reporting period. Share capital, opening reserves and surplus are carried at historical cost. The
resultant currency translation exchange gain/loss is carried as foreign currency translation reserve
under reserves and surplus. Investments in foreign entities are recorded at the exchange rate
prevailing on the date of making the investment.
Income and expenditure items of integral foreign operations are translated at the monthly average
exchange rate of their respective foreign currencies. Monetary items at the reporting date are
translated using the rates prevailing on the reporting date. Non-monetary assets are reported at the
rates prevailing on the date of the transaction.
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction. Exchange differences on foreign exchange transactions settled during the year are
recognised in the statement of profit and loss. Monetary items denominated in foreign currency and
outstanding at the balance sheet date are translated at the closing exchange rate as on the date of the
balance sheet, the resultant exchange differences are recognised in the statement of profit and loss.
Basic earnings /(loss) per share are calculated by dividing the net profit or loss for the year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. For
the purpose of calculating diluted earnings /(loss) per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.
xi) Taxation
Provision for tax comprises current and deferred tax. Current tax is provided for on the taxable profits of
the year at applicable tax rates. Deferred income taxes reflect the impact of current year timing differences
between taxable income and accounting income for the year and reversal of timing differences of earlier
years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at
the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets can
be realised. Deferred tax assets on unabsorbed depreciation and carry forward losses are recognized only
if there is virtual certainty that such deferred tax assets can be realised against future taxable profits.
Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current
tax. The company recognizes MAT credit available as an asset only to the extent there is convincing
evidence that the company will pay normal income tax during the specified period, i.e., the period for
which MAT Credit is allowed to be carried forward. In the year in which the Company recognizes MAT
Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of
Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the
statement of Profit and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does
not have convincing evidence that it will pay normal tax during the sufficient period.
xii) Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, are classified as operating leases. Lease rentals in respect of assets taken on 'operating lease'
are charged to the statement of profit and loss on a straight-line basis over the lease term.
Expenses and liabilities in respect of employee benefits are recorded in accordance with Revised
Accounting Standard 15 - Employee Benefits (Revised).
Provident fund
The Group makes contribution to statutory provident fund in accordance with Employees Provident
Fund and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution
paid or payable is recognised as an expense in the period in which services are rendered by the employee.
Gratuity
Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.
Sincerity
Sincerity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of sincerity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.
Compensated absences
Liability in respect of compensated absences becoming due or expected to be availed within one year
from the balance sheet date is recognised on the basis of undiscounted value of estimated amount
required to be paid or estimated value of benefit expected to be availed by the employees.
Impairment of goodwill
Goodwill is tested for impairment on an annual basis. If on testing, any impairment exists, the carrying
amount of goodwill is reduced to the extent of any impairment loss and such loss is recognised in the
statement of profit and loss.
Other assets
The Group assesses at each balance sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. If such
recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset
belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the
reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the
balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.
Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Group
not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues disputed and
contested by the Group, contingent liabilities are provided for and disclosed as per original demand
without taking into account any interest or penalty that may accrue thereafter. The Group makes a
provision when there is a present obligation as a result of a past event where the outflow of economic
resources is probable and a reliable estimate of the amount of obligation can be made. Possible future or
present obligations that may but will probably not require outflow of resources or where the same cannot
be reliably estimated, has been made as a contingent liability in the consolidated financial statements.
Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank, Cash in hand
and short-term investments with an original maturity of three months or less.
xvii) Investments
Investments are classified as long-term or current, based on management’s intention at the time of
purchase. Investments that are readily realisable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as long-term investments.
Current investments are stated at lower of cost and fair value determined on an individual investment
basis. Long-term investments are stated at cost net of provision for other than temporary diminution in
their value.
Profit / (loss) on sale of investments is computed with reference to the average cost of the investment.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
4. Share capital
Authorised share capital
58,500,000 (previous year 58,500,000) equity shares of Rs. 10 each 585,000,000 585,000,000
4,000,000 (previous year 4,000,000) series "A" equity shares of Rs. 10 each 40,000,000 40,000,000
100,000 (previous year 100,000) compulsorily convertible preference shares of Rs. 10 each 1,000,000 1,000,000
626,000,000 626,000,000
Issued, subscribed and fully paid up share capital
38,663,770 (previous year 38,663,570) equity shares of Rs.10 each fully paid up 386,637,700 386,635,700
(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration
other than cash)
3,866,357 (previous year 3,866,357) series "A" equity shares of Rs. 10 each fully paid up 38,663,570 38,663,570
425,301,270 425,299,270
a) Reconciliation of the shares outstanding at the beginning and that at the end of the year
As at As at
31 March 2018 31 March 2017
Equity shares Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Equity shares
Balance as at the beginning of the year 38,663,570 386,635,700 38,663,570 386,635,700
Add: Issued during the year 200 2,000 - -
Balance as at the end of the period 38,663,770 386,637,700 38,663,570 386,635,700
Series "A" equity shares as at the beginning and end of the year 3,866,357 38,663,570 3,866,357 38,663,570
Balance as at the end of the year 42,530,127 425,301,270 42,529,927 425,299,270
The above information is furnished as per the shareholder register as at reporting date.
The holder(s) of the "Series A Equity Shares" shall be entitled to be paid the entire amount invested by them for the purpose of acquiring any "Series A Equity Shares", and accrued or unpaid
dividend (if declared) in relation to the "Series A Equity Shares" at the time of winding up, prior to any payment by the Company to any other holders of Equity Shares.
d) The Company has not issued any equity shares pursuant to any contract without payment being received in cash, allotted as fully paid up by way of any bonus issues and brought back
during the last five years.
Secured loan
From banks (refer note A below) 408,820,485 245,586,420
From other financials institutions (refer note B below) 22,436,686 23,502,314
Less: Current maturities of long-term borrowing transferred to other current liabilities (refer note 11) (42,231,059) (36,195,260)
389,026,112 232,893,474
Unsecured loan
Loans from related parties
Lata Goel (refer note C below ) 580,753,800 580,753,800
969,779,912 813,647,274
Note (A)
1. Term Loan of Rs. 35 crore secured by the mortgage of personal property and personal guarantee of Mrs. Lata Goel. Balance remaining is repayable by way of 53 equated monthly
instalments of Rs. 4,870,914 each (inclusive of interest @ 9.15% p.a. (previous year 10.10% p.a.)
2. Term loan of Rs. 20 crores repayable by way of 20 quarterly instalments (inclusive of interest @ 1 Year MCLR + 0.80% p.a.) from the date of first disbursement after two years of
moratorium period, term loan is secured as follows:
a). Primary security charge on current assets and fixed assets (excluding land and building) of the company.
b). Collateral security charge on:
(i) Equitable Mortgage of leasehold title over commercial office space in Laxmi nagar, New Delhi
(ii) Equitable Mortgage of leasehold title over property inclusing land and building situated in sector 16, Noida, Gautam Budh Nagar, U.P.
(iii) Equitable Mortgage of the piece and parcel to Tara Apartment in Dhanbad.
(iv) Equitable Mortgage of the property situated at "Hariom Towers" in Ranchi.
(v) Equitable Mortgage of the property situated at BDA zone-II m p nagar, Bhopal
(vi) Equitable Mortgage of the property in Bangalore
Note (B)
Home Loan secured by property at Chennai, balance remaining is repayable by way of 135 equated monthly installments of Rs. 269,255 each (inclusive of interest @ 9.30% p.a. (previous year
9.90% p.a.))
Note (C)
The Company entered into Loan Agreement (with an option to convert into equity shares) with Mrs. Lata Goel for a period of one year on certain terms and conditions, vide agreement dated
4 April 2014. The said agreement was extended twice for an additional period of one year vide Addendum to the Loan Agreement dated 27 March 2015 and 24 March 2016. Subsequently, the
Company has entered into a Structured Debt Agreement vide agreement dated 24 March 2017, wherein the said loan was extended for three years on a long-term basis with a condition that
Company shall convert the said loan into equity shares during the term of the agreement or extended term based on certain pre-conditions. The aforesaid was inadvertently considered, as a
short-term loan payable on demand in the audited financial statement for the financial year ended 31 March 2017. The impact of the same has been considered and now being rectified.
Pursuant to above, previous year balance is also reclassified from short-term to long-term.
8. Long term-provisions
9. Short-term borrowings
Secured loan
Bank overdraft (refer note A below) 155,099,472 72,792,782
155,099,472 72,792,782
Note A:
1. Axis Bank overdraft facility with overdraft limit of Rs. 9 crores @ 7.10% p.a. (previous year 7.85% p.a.) against axis bank fixed deposit of Rs. 10 crores
2. ICICI Bank overdraft facility with overdraft limit of Rs. 30 crores @ 9% p.a. against security charge as per note 6(A)
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
*Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”) as at 31 March 2018 and 31 March 2017:
The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the
Company. This has been relied upon by the auditors.
Land Buildings Office and Leasehold Furnitures and Computer Motor Vehicles Total
Particulars electrical improvements fixtures
equipments
Gross block
As at 1 April 2016 - 236,744,458 370,947,416 971,944,453 187,465,977 71,278,206 76,533,111 1,914,913,622
As at 1 April 2017 54,035,400 250,936,997 458,062,654 1,159,738,264 230,826,925 90,214,375 87,340,245 2,331,154,861
Additions - - 148,767,397 303,125,418 65,139,892 19,899,263 12,045,791 548,977,761
Disposals/adjustment# - - (25,380,450) (1,952,189) (15,088,988) (15,693,152) (4,745,889) (62,860,669)
Demerger adjustment (refer note 44) - - - - (22,372) (38,745) - (61,117)
Inter block transfer## - - 2,135,195 (25,640,468) 21,762,765 1,802,064 - 59,556
Balance as on appointed date transferred in demerger (refer note 44) - - (288,343) (1,238,960) (60,735) (4,286,205) - (5,874,243)
As at 31 March 2018 54,035,400 250,936,997 583,296,453 1,434,032,065 302,557,487 91,897,600 94,640,147 2,811,396,149
Accumulated depreciation
As at 1 April 2016 - 22,312,837 256,223,293 444,372,110 106,724,911 56,910,693 41,136,327 927,680,172
Charge for the year - 4,072,456 56,037,031 110,112,801 19,531,545 8,678,067 9,219,792 207,651,692
Disposals - - (2,105,375) (6,737,976) (1,756,064) (42,000) (3,150,059) (13,791,474)
Exchange difference - - 9,349 - - - - 9,349
As at 31 March 2017 - 26,385,293 310,164,298 547,746,935 124,500,392 65,546,760 47,206,060 1,121,549,739
Net block
As at 31 March 2017 54,035,400 224,551,704 147,898,356 611,991,329 106,326,533 24,667,615 40,134,185 1,209,605,122
As at 31 March 2018 54,035,400 219,314,088 234,790,712 769,832,348 149,138,497 27,848,967 40,697,656 1,495,657,668
#pertains to assets discarded and depreciation written back, on account of assets missing in the physical verification.
##pertains to assets reclassified within blocks on account of physical verification.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
14. Intangibles
Accumulated amortisation
As at 1 April 2016 126,255,819 - - 126,255,819 -
Impact of merger - 131,058 70,574,446 70,705,504 -
Charge for the year 760,728 119,927 19,974,446 20,855,101 -
Impairment of goodwill - - - - 58,538,828
As at 31 March 2017 127,016,547 250,985 90,548,892 217,816,424 58,538,828
Net block
As at 31 March 2017 1,818,918 142,188 19,974,446 21,935,552 569,823,269
As at 31 March 2018 1,719,710 - - 1,719,710 569,466,891
As at As at
31 March 2018 31 March 2017
15. Non-current investments
Long-term investment in equity instruments
Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Non-trade investment (quoted) at cost*
M. M. Softek Limited** 10,200 1,418,507 10,200 1,418,507
Less: Provision for other than temporary diminution in value of investment (1,418,507) (1,418,507)
- - - -
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
16. Deferred tax assets (net)
Note A:
Pursuant to the disputed tax demand of Mrs. Lata Goel for the assessment year 2011-12, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued notice under
section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation to Structured Debt. The Company replied to notice, stating the fact that no sum in relation to
such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt Agreement dated 24 March 2017. The ACIT illegally treated the Company as
garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company maintained with Axis Bank in relation to Structured Debt.
Based on independent legal advice, the management of the Company is of the sanguine belief that the aforesaid amount would be recovered from the Income-tax department. The Company
is in the process of taking necessary legal action for recovering the said amount from Income-tax department. In case of non-recovery, this amount shall be adjusted against the loan from
Mrs. Lata Goel
Fixed deposit with maturity more than 12 months* (refer note 22) 771,472 75,000
771,472 75,000
* previous year amount of Rs. 75,000 represents lien with Kerala VAT department against registration
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
20. Inventories
(Valued at lower of cost or net realisable value)
Outstanding for more than six months from the date they became due for payment :
Unsecured, considered doubtful 30,510,552 35,431,075
Unsecured, considered good 4,888,264 2,320,212
Others
Unsecured, considered good 105,064,342 52,319,376
140,463,158 90,070,663
Less: Provision for doubtful receivables (30,510,552) (35,431,075)
109,952,606 54,639,588
22. Cash and bank balances
Operating revenue
Tuition fees (net of scholarship) 2,892,570,596 2,991,797,439
Admission fees 2,480,438,761 1,624,277,671
Sale of books 545,606,801 569,320,573
Aptitude fees 55,193,345 49,234,320
Revenue from non class room programmes 36,489,517 56,961,598
Sale of tablet and accessories - 80,891,135
Management fees 120,175,075 42,640,213
Other services 5,857,618 2,661,822
6,136,331,713 5,417,784,771
Other operating revenue
Admin charges 12,054,537 13,391,457
Business support income 21,491,753 -
33,546,290 13,391,457
6,169,878,003 5,431,176,228
26. Other income
Rental income 10,014,818 9,792,135
Interest income 13,132,661 20,589,871
Dividend income 23,127,701 41,618,256
Liabilities/ provisions written back 32,019,627 68,707,455
Profit on sale on mutual fund 3,395,095 1,993,107
Miscellaneous income 1,735,282 10,109,184
83,425,184 152,810,008
Opening stock
Books and courseware 1,564,758 2,808,564
Tablets and accessories 1,851,062 -
Others 4,756,838 3,000,755
Less: demerger adjustment (refer note 44) (1,851,062) -
6,321,596 5,809,319
Closing stock
Books and courseware 5,392,106 1,564,758
Tablets and accessories - 1,851,062
Others 7,998,784 4,756,838
13,390,890 8,172,658
(7,069,294) (2,363,339)
Basic (loss) /earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (18.97) 2.76
Diluted (loss) /earnings per share to series "A" equity shareholder and equity shareholder (Rs.)* (18.97) 2.76
* The Company being unlisted company, market value of employee stock options are not available with the Company at the closing date and also considering employee stock options are
insignificant in amount the same has not been considered for the computation of diluted earnings per share.
33. Accounting standard 17 “Segment reporting” of the Companies (Accounting Standards) Rules, 2014 requires
the group to disclose certain information about operating segments. The group is primarily engaged in the
business of conducting coaching classes, test preparation classes, mock tests and providing course material
for engineering entrance examinations and other competitive examinations, which is considered to be the
only reportable business segment. Further, the group is primarily operating in India which is considered as a
single geographical segment.
a) Estimated amount of contracts remaining to be executed on capital account and other commitments not
provided for:
(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Capital commitment (net of advances) 137,563,881 64,200,789
b) The Company has undertaken to provide continued financial support to its related parties as and when
required.
Gratuity
Amount recognised as expenses in the consolidated statement of profit and loss is determined
under:
(Amount in Rs.)
Description Year ended Year ended
31 March 2018 31 March 2017
Current service cost 45,105,290 36,963,686
Past service cost (Vested employees) 53,072,491 -
Past service cost (Un-vested employees) 774 -
Interest cost 18,229,255 15,412,971
Expected return on plan assets (33,706) (33,924)
Actuarial loss/(gain) recognised during the year 22,816,765 (17,884,303)
Amount recognised in the statement of profit and loss 139,190,869 34,458,430
Break-up of present value of defined benefit obligation as at the end of the year:
(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Current liability 31,265,008 25,311,641
Non-current liability 308,546,771 188,479,147
Total 339,811,779 213,790,788
For determination of the gratuity liability of the group, the following actuarial assumptions were used:
(Value in %)
Description As at As at
31 March 2018 31 March 2017
Discount rate 7.80% 7.50%
Rate of increase in compensation levels 5.50% 5.50%
Expected rate of returns on plan assets (per annum) 8.00% 8.00%
Reconciliation of fair value of assets and obligations for the current and past years:
(Amount in Rs.)
S. No. Description 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
a) Present value of
obligation as at the 340,549,173 214,212,414 192,664,623 105,836,177 92,287,747
end of period
b) Fair value of plan
assets at the end of 455,332 421,626 387,702 357,824 -
the period
c) Experience
adjustment on plan (39,298,186) 669,173 (25,206,899) 22,971,585 (10,607,349)
Liabilities (loss) / gain
d) Experience -
adjustment on plan - - (1,521) -
Assets (loss) / gain
B) Sincerity
Amount recognised as expenses in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended
Description 31 March 2018
Past service cost 15,933,097
Current service cost 64,875,352
Interest cost 12,320,432
Actuarial (gain) recognised during the year (24,135,140)u
Amount recognised in the statement of profit and loss 68,993,741
For determination of the gratuity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at
Description
31 March 2018
Discount rate (per annum) 7.80
Assumed rate of accumulation of deducted amount (per annum) 7.50
Probability of achieving performance criteria (per annum) 20.00
The group’s contribution to provident and other funds during the year is Rs. 69,882,554 (previous year Rs.
59,848,968)
“Disclosures in respect of Accounting Standard (AS) – 18 ‘Related party disclosures’, as specified under
Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as
amended):
a) Name of related party and relationship:
Enterprise directly/indirectly under direct control of KMPs at any time during the year (with
whom there were transactions during the current / previous year):
Relative of KMPs (with whom there were transactions during the current / previous year):
Reimbursement of expenses
Emmanuel’s Educational Society 235,422 161,191
received
Tetrahedron Educational Academy 185,364 152,838
Unsecured loan Mrs. Lata Goel (refer note 10) 580,753,800 580,753,800
As at Balance sheet date the following litigation matters are pending at various forums against the group:
Holding Company
The assessments under Section 153A read with 143(3) of the Income-tax Act 1961, have been made
for assessment year 2007-08 to 2013-14 and a demand of Rs. 74,545,904 (previous year Rs. 74,545,904)
has been raised by the Income Tax Department after adjusting carry forward losses amounting to Rs.
1,184,499,593 (previous year Rs. 1,184,499,593). The Company has filed appeals before CIT (Appeals)
against such assessment orders. During the previous year department has adjusted refund from earlier
years amounting to Rs. 73,109,240 against the above demand.
The assessment under Section 143(3) of Income-tax Act 1961, have been made for assessment year
2014-15 and a demand of Rs. 174,407,074 (previous year Rs. 174,407,074) has been raised by the
Income Tax Department. The Company has filed an appeal before CIT (Appeals) against such
assessment order. During the year, the Company has paid Rs. 17,500,000 against the above demand.
The assessment under Section 147 of the Income-tax Act 1961, have been made for assessment year
2010-11 and a demand of Rs. 1,428,230 (previous year Rs. 1,428,230) has been raised by the Income
Tax Department. The matter is pending at Income Tax Appellate Tribunal for adjudication.
Service tax demand amounting to Rs. 2,100,137 (previous year Rs. 66,363,254) pertaining to period
from 2007- 2008 to 2011-2012 pending at Custom Excise & Service Tax Appellate Tribunal
(CESTAT). The CESTAT has granted stay against the demand.
Service tax demand amounting to Rs. 1,666,391 (previous year Rs. Nil) pertaining to period from 2007-
2008 to 2012-2013 pending at Commissioner of Central Excise & Service Tax (Appeals).
Value added tax demand amounting to Rs. 11,099,374 (previous year Rs. 8,562,568) pertaining to
period from 2008-2009 to 2012-2013 under Rajasthan VAT Act, 2003 pending at Appellate Authority
level.
Entry tax demand under The Rajasthan Entry Tax - Goods Act, 2003 amounting to Rs. 1,632,182
(previous year Rs. 1,632,182) pertaining to period from 2010-2011 to 2015-2016, pending at Appellate
Authority level
Based on the advice from independent tax consultants, the management is confident that the above
demands will not be sustained on completion of appellate proceedings and accordingly, pending the
decision by the appellate authorities, no provision has been made in the financial statement.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Consumer complaints filed by ex-students/ their parents and vendors claiming refund of fee and
receivable amounting to Rs. 19,545,814 (previous year Rs. 17,824,931)
A party filed suit for recovery of lease rental in respect of property at Hyderabad amounting to Rs.
2,789,500 (previous year Rs. 2,789,500). The case is pending at District court.
Ten ex-employees filed suit for recovery of dues amounting to Rs. 7,442,591 (previous year Rs.
6,621,288)
As at balance sheet date the following legal suits have been filed by the Company:
A suit has been filed for recovery of advance amounting to Rs. 600,000,000 (previous year Rs.
600,000,000) of M/s. Alert Buildtech Private Limited before the Hon’ble High court of delhi. The
matter is pending in court of law.
A suit has been filed for recovery of advance amounting to Rs. 10,000,000 (previous year Rs.
10,000,000) of International Public School Limited, Bhopal before the saket court for non
performance of contractual obligations. The matter is pending in court of law.
During the year, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT')
issued notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company
in relation to Structured Debt. The Company replied to notice, stating the fact that no sum in relation
to such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of
Structured Debt Agreement dated 24 March 2017. The ACIT illegally treated the Company as
garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current
account of the Company maintained with Axis Bank in relation to Structured Debt. The Company is in
the process of taking necessary legal action for recovering the said amount from Income-tax
`department. In case of non-recovery, this amount shall be adjusted against the loan from Mrs. Lata
Goel.
Based on the advice from independent legal consultants, the management of the Company is of the view
that the same is recoverable and no provision has been made in the financial statement.
Subsidiary Company
The assessments under Section 143 of the Income-tax Act 1961, have been made for assessment
year 2004-2005 to 2005-2006 and a demand of Rs. 9,536,655 (previous year Rs. 11,337,124) has
been raised by the Income Tax Department. The same is pending at Income Tax Appellate
Tribunal. Based on the advice of independent tax consultants, the management is confident that the
above demands will not be sustained on completion of appellate proceedings and accordingly,
pending the decision by the appellate authorities, no provision has been made in the financial
statements.
Legal suites have been filed by the Company against “Shushree Securities Private Limited” against
recovery of Rs. 21,900,000, as the party failed to provide share certificates of Kartikeya
Infrastructure and Finsec Private Limited. Further, the Company have filed a criminal complaint
against Mr. Aseem Gupta, Director of Sushre Securities Private Limited before Metropolitan
Magistrate, Saket Court for causing cheating and criminal breach of trust by illegally banking the
cheque. Both the cases are pending in court of law as at 31 March 2018.
The Board of Directors of the Company, at their meeting held on 26 March 2010 had launched an
Employees Stock Option Plan- 2010 (“FIITJEE ESOP 2010”) covering 868,000 (Eight Lac Sixty Eight
Thousand) Stock Options representing an equal number of Equity Shares of face value Rs. 10 each at an
exercise price of Rs. 258.64., The scheme is for all the eligible employees of the Company and its
subsidiaries.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
The Exercise period of eight years comes into force from the grant date and it is extended by the Board in
its meeting held on 31 March 2018 for a period of 10 years i.e. up to 31 March 2028
Details of outstanding options and the expenses recognized under the employee’s stock option scheme is
as under:
40. The group’s significant cancellable leasing arrangement for the year ended 31 March 2018 is in respect of
operating leases for premises. The aggregate lease rentals expenses under operating lease amounting to Rs.
541,215,648 (previous year Rs. 424,801,465) for the year which has been charged to consolidated statement
of profit and loss.
41. Additional information as required by paragraph 2 of the general instructions for preparation of consolidated
financial statements to Schedule III to the Companies Act, 2013.
Name of Entity Net Assets i.e. Total Assets Share in profit or loss
minus Total Liabilities
As % of Amount in Rs. As % of Amount in Rs
consolidated consolidated
net assets profit or loss
Parent
FIITJEE Limited
(97.47%) (288,866,711) 63.60% (513,051,803)
Subsidiaries
Indian
Times A and M (India) Limited
215.96% 640,057,460 24.31% (201,136,827)
FIITJEE Franchise Network
(0.99%) (2,933,257) 0.22% (1,767,694)
Limited
USA Univquest Private Limited
0.10% 282,773 11.93% (96,237,818)
Megacosm Cognitions Private
(24.76%) (73,371,334) 3.44% (27,722,792)
Limited
Foreign
FIITJEE USA Inc.
2.11% 6,261,282 0.03% (228,652)
FIITJEE India W.L.L.
5.04% 14,948,327 (4.15%) 33,491,674
Total
100.00% 296,378,541 100.00% (806,653,910)
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
42. In the opinion of the Board of Directors, current assets, loans and advances have a value on realization in
the ordinary course of the business at least equal to the amounts at which they are stated and provision for
all known liabilities have been made.
43. As regards amalgamation of Stratford Academy Limited (“transferor company”) with FIITJEE Limited
(“transferee company”), during the financial year ended 31 March 2016 the following may be noted: -
a) The Honorable High Court of New Delhi vide its order dated 27 September 2016 approved the
arrangement as embodied in the Scheme of transferor companies with the Company and the same has
been filed with the Registrar of Companies on 16 December 2016. On complying with the requisite
formalities by the Company, the scheme became effective from 1 April 2015 (“the appointed date).
Accordingly, all the assets, rights, powers, liabilities and duties of the transferor companies vested in
the transferee company as a going concern from the appointed date and the transferor companies
without any further act were dissolved without winding up.
b) The transferor company is engaged in the business of preparing students in pursuit of higher education
in the field of engineering by providing coaching classes, test preparation, conduction examinations
and other ancillary services.
c) Pursuant to the Scheme coming into effect, the authorized share capital of transferor companies is
combined with the company and resultantly there is an increase in authorized share capital by Rs.
500,000.
d) Since the amalgamation has been accounted for under the “Purchase” method as prescribed under
Accounting Standard 14 on “Accounting for Amalgamation” of Companies (Accounts) Rules, 2014 (as
amended). Accordingly, the assets and liabilities of transferor companies as of the appointed date have
been taken over at fair values.
Further, as per the scheme profit/loss arising to the transferor companies after the appointed date has
been treated as profit/loss of the transferee company and the same has been adjusted from the
Statement of Profit and Loss.
a) The National Company Law Tribunal (NCLT) vide its order dated 8 November 2017 approved
the arrangement as embodied in the Scheme of arrangement between the Company, Edfora
Edtech Private Limited (the resulting company) and their respective shareholders and creditors
(“Scheme”) and the same has been filed with the Registrar of Companies on 16 November 2017.
The Scheme is effective from the appointed date of 1 April 2017 (“the appointed date).
Accordingly, all the assets, rights, powers, liabilities and duties of the demerged undertaking
demerged from the Company from the appointed date.
b) The demerged undertaking is engaged in the business of providing software products focused to
empower learning in various domains which includes (but not limited to) academic, health &
spiritual fields. It also includes the domain of online competitive exam preparation, test
assessment, analytics and feedback (including the domain ‘mypat.in’) and also includes activities
of career counselling whether through an online web application or through a dedicated website.
c) Pursuant to the Scheme, the Company derecognised the assets and liabilities of the demerged
undertaking at the respective book values as appearing in the books at the close of the day
immediately preceding the appointed date. The excess of assets over liabilities has been adjusted
with the Securities Premium of the Company.
46. On 8 March 2018, the Board of the Company has approved the scheme of amalgamation/ arrangement for
the amalgamation of USA Univquest Private Limited (transferor company) and Times A & M (India)
Limited (transferor company) with the Company (transferee company) with appointed date being 1 April
2017. All three Companies jointly filed amalgamation/ arrangement petition before the National Company
Law Tribunal at New Delhi during the year. The order for approval of the said Scheme from the National
Company Law Tribunal is awaited and hence no effect thereto has been given in the financial statements of
the Company.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
47. As per Section 135 of the Act, a Company, meeting the applicability threshold, needs to spend at least 2%
of its average net profit for the immediately preceding three financial years on corporate social
responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition,
promoting education, art and culture, healthcare, destitute care and rehabilitation, environment
sustainability, disaster relief and rural development projects. A CSR committee has been formed by the
Company as per the Act.
a) Gross amount required to be spent by the Company during the year is Rs. 1,948,413 (previous year Rs.
2,497,101).
b) Amount spent during the year is Rs. 9,000,000 (previous year Rs. nil)
48. As per Section 177 (2), the Audit Committee should consist of a minimum of three directors with
independent director forming a majority. On 31 December 2017 one independent director has resigned
from the Audit Committee resulting in default under section 177(2) with respect to constitution of the
Audit Committee. The Company is in process of finanlising the independent directors to make the default
good. The Board of Directors has approved the financial statements as per the power conferred under
Section 179(3)(g) of the Act.
49. Advance received from students Rs. 1,823,904,965 (previous year Rs. 2,555,479,096) represents fee received
from students against the services/goods to be provided by the group to the students in future.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Annexure A
Salient features of financial statements of Subsidiaries, associates and joint venture companies as per Companies Act 2013.
Profit /(loss)
Reporting Share Reserve & Total Turnover / before Provision for Profit /(loss) Proposed % of
Sl. No. Name of subsidiary company currency capital surplus Total Assets Liabilities Investments Total income taxation taxation after taxation dividend shareholding
1 FIITJEE Franchise Network Limited INR 500,000 (17,265,221) 284,034 17,049,255 - - (1,762,982) 4,712 (1,767,694) - 100.00
FIITJEE India WLL INR 2,375,600 8,128,133 18,681,300 8,177,567 61,374,709 2,788,286 - 2,788,286 - 100.00
2 BHD 20,000 41,289 109,004 47,716 - 361,735 16,434 - 16,434 - 100.00
FIITJEE US INC INR 6,433,000 (171,717) 6,397,610 136,328 - - (228,652) - (228,652) - 100.00
3 USD 100,000 (3,551) 98,549 2,100 - - (3,551) - (3,551) - 100.00
4 Megacosm Cognitions Private Limited INR 40,100,000 (73,090,906) 238,118,174 271,109,079 442,844,422 (93,014,249) (19,923,343) (73,090,906) - 100.00
5 Times A & M (India) Limited INR 707,000 215,916,338 235,042,764 18,419,426 - 230,460,481 39,125,520 11,023,826 28,101,694 - 100.00
6 USA Univquest Private Limited INR 100,000 (457,630,459) 48,063,225 505,593,685 - 41,289,258 (149,240,726) - (149,240,726) - 100.00
The above statement also indicates performance and financial position of each of the subsidiaries.