FIITJEE Limited Annual Report 2017-18 · Annual Report 2017-18 . NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING OF THE MEMBERS OF FIITJEE

FIITJEE Limited

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 the Audited Financials of the Company (including the standalone and consolidated financial statements) including Profit & Loss Account of the Company for the year ended 31 March 2018 along with Cash Flow Statement, Balance Sheet of the Company as on 31 March 2018, Auditor’s Report, Directors’ Report and all the relevant schedules and annexures of the Audited Financials of the Company for this period be and are hereby received, considered and adopted by the members.”

2) TO APPOINT MR. PARTHA HALDER (DIN: 02728905) AS A DIRECTOR, WHO IS RETIRING BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT.

“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.”

4) TO RE-APPOINT MRS MONILA GOEL (DIN NO.: 00063791) AS A WHOLETIME

DIRECTOR OF THE COMPANY




Act, 2013 read with Schedule V of the Companies Act, 2013 (hereinafter referred to as

‘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 Mrs Monila Goel (DIN:

00063791) as Wholetime 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 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 Mrs. Monila Goel (DIN:



RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,




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.”

5) TO RE-APPOINT MR KANTI KUMAR GOYAL (DIN NO.: 01400932) AS

WHOLETIMEDIRECTOR OF THE COMPANY




Act, 2013 read with Schedule V of the Companies Act, 2013 (hereinafter referred to as

‘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 Kanti Kumar Goyal

(DIN: 01400932) as Wholetime 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

in Annual General Meeting of the Company held 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. Kanti Kumar Goyal (DIN:



RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,




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.”

6) TO RATIFY REMUNERATION TO BE PAID TO THE COST AUDITORS OF THE

COMPANY


resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable

provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) and the

Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof, for the time being in force) and subject to applicable notification or

circular as may be issued by the Ministry of Corporate Affairs in this regard, the

remuneration of INR 1,00,000/- (INR One Lakh Only) plus GST and reimbursement of out

of pocket expenses as approved by the Board of Directors on the recommendation of

Audit Committee, to be paid to M/s. Yogesh Gupta & Associates, Cost Accountants (Firm

Registration No. 000373), Cost Auditor of the Company for the financial year ending 31st

March, 2019, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any

Committee thereof) be and is hereby authorized to do all acts and take all such steps as

may be necessary or expedient to give effect to this resolution.”

7) TO APPROVE THE EXTENSION OF FIITJEE ESOP 2010



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.”

By order of Board of Directors

Place: New Delhi Date: 29.08.2018

Anuradha Aggarwal Company Secretary

Regd office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi-110016

CIN: U80211DL1997PLC090156 Website: www.fiitjee.com E-mail: [email protected]

http://www.fiitjee.com/

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY.

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.

5) An Explanatory Statement relating to special business to be transacted at the meeting, as required under Section 102 of the Act and Secretarial Standard 2 is annexed hereto.

6) Corporate members intending to send their authorized representatives to attend the

meeting are requested to send to the Company a certified true copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.

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:

SI.No. Name of Company Nature of Interest

1 FIITJEE Franchise Network

Limited

Director & Member (Registered

holder of one share on behalf of

FIITJEE Limited)

2. Times A & M (India) Limited Member (Registered holder of one

share on behalf of FIITJEE Limited)

3 Edfora Edtech Private Limited Director & Member

4. USA Univquest Private

Limited

Director & Member (Registered


FIITJEE Limited)

5 Edfora Infotech Private

Limited

Member (Registered holder of one

share on behalf of Edfora Edtech

Private Limited)

6 FIITJEE Ltd- CSR Committee Member

7 FIITJEE US INC Director

8 Megacosm Cognitions Private

Limited



The members of the Company at their meeting held on 19th August 2013 had reappointed Mr Dinesh Kumar Goel, Manging Director of the Company for a period from 1st April 2013 till 31st March 2018. The term of office was due to expire on 31st March 2018, therefore, the Board of Directors of the Company (“Board”), at its meeting held on 8 March 2018 has, subject to the approval of members, re-appointed Mr. Dinesh Kumar Goel (having DIN: 01449629) as Managing Director, for a period of 5 (five) years with effect from 8 March, 2018 till 7 March, 2023 at such maximum remuneration as approved by shareholders for a period of 3 years in Annual General Meeting of the Company dated 15th September, 2017. It is proposed to seek members’ approval for the re-appointment of Mr. Dinesh Kumar Goel as Managing 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. 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 20th 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:


1. Times A & M (India) Limited Manging Director and Member

(Registered holder of one share on

behalf of FIITJEE Limited)

2. Edfora Edtech Private Limited Director & Member

3. Kartikeya Infrastructure &

Finsec Private Limited

Director & Member

4 USA Univquest Private Limited Director

5 FIITJEE US INC Director

6 Megacosm Cognitions Private

Limited


share on behalf of FIITJEE

Limited)

The members of the Company at their meeting held on 30th December 2013 had appointed Mrs. Monila Goel as Wholetime 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 in March, 2018 has, subject to the approval of members, re-appointed Mrs. Monila Goel (having DIN: 00063791) as Wholetime 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 15th September 2017. It is proposed to seek members’ approval for the re-appointment of Mrs. Monila Goel as Wholetime 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.

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.


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:


1. FIITJEE Franchise Network

Limited

Director and Member (Registered


FIITJEE Limited)

2. Times A & M (India) Limited Member (Registered holder of one


3 Edfora Edtech Private

Limited

Member

4 Megacosm Cognitions

Private Limited



The members of the Company at their meeting held on 30th 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 15th 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.


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.


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:

“Re: Extension of FIITJEE ESOP 2010

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 wholetime 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.

12.2 The Exercise Period shall be extended as below:

a. for the options granted under earlier ESOP Plan 2010: by further 10 (ten) years from

the 01.04.2018 i.e eighteen years in total and

b. for any options granted after 31.03.2018, it shall be 10 years from the Grant date.

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

a. has properly followed company norms of exit b. where such Grantee has signed a non-compete agreement or any document containing

Non - compete clause with the company, is in compliance with that agreement or that document.

c. where such Grantee is restricted to join competing business by virtue of its employment agreement for a specified period of time after termination of employment must abide by such condition and can exercise his rights only after expiry of such cooling off period.

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”

New Article 20 shall be inserted with heading “Power of Board”

20.1 The Board shall have the supreme power in all the cases to approve/disapprove the

exercise of option by the employee, in the interest of the Company.

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 wholetime 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 1st April 2010 and the details of the vesting are as under:

Vesting Date Maximum number (percentage)

of options that shall vests

12 months from the grant date 20 % (Twenty Percent)

24 months from the grant date 35 % (Thirty Five Percent)

36 months from the grant date 45 % (Forty Five Percent)

(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: 31st 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 Employee

Number of ESOPs to be alloted

@Rs.258.64/- per option

Number of shares vested as on date

1 Mr. Partha Halder 1,54,654 1,54,654

2 Mr. Ankur Kumar Jain

38,664 38,664

3 Mr. Ashish Arora 27,065 27,065

4 Mr. C.V. Kalyan Kumar

34,797 34,797

5 Mr. Vinod Kr. Agarwal

30,932 17,013

6 Dr. P. Ananda Raman

19,332 19,332

7 Mr. R.L. Trikha 19,332 19,332

8 Mr. Ashish Gupta 15,465 15,465

9 Mr. Narendra Kumar Tomer

15,465 8,506

10 Mr. Ateet Mittal 15,465 15,465

11 Mr. Rahul Vohra 13,532 13,532

12 Mr. B. Pawan Kumar

13,532 13,532

13 Mr. Arbind Kumar 13,533 2,707

14 Mr. Shrikant Kumar

13,532 13,532

15 Mr. R.K. Thakur 13,532 13,532

16 Mr. P.K. Mishra 13,532 13,532

17 Mr. Sharat Prakash

11,599 11,599

18 Mr. Deepak Sharma

11,599 11,599

19 Mr. Nilanjan Tewari

11,599 11,599

20 Mr. Anoop Srivastava

11,599 11,599

21 Mr. Nitin Krishna Dubey

11,599 11,599

22 Mr. Rajeev Kumar Singh

11,599 11,599

23 Mr. Ashish Kumar Yadav

11,599 11,599

24 Mr. Mayank Gupta 11,599 11,599

25 Mr. Gaurav Tiwari 11,599 11,599

26 Mr. S.K. Rajesh 11,599 11,599

27 Mr. Rajesh Raman 11,599 11,599

28 Mr. Prafulla Kumar Dash

9,666 9,666

29 Mr. Joshi Jitesh C. 9,666 9,666

30 Mr. Gaurav Goyal 9,666 9,666

31 Mr. Ramesh Babu Pinnepu

9,666 9,666

32 Mr. Om Shankar Dwivedi

7,733 7,733

33 Mr. Shirin Saxena 7,733 7,733

34 Mr. Abhijit Kumar Jha

7,733 7,733

35 Mr. Mr. Nishant Tripathi

7,733 7,733

36 Mr. Ranajoy Bardhan

5,800 5,800

37 Mr. Binod Kumar Dubey

5,800 5,800

38 Mr. Guddeti V.S.R.K.V.Prasad

5,800 5,800

39 Mr. Atil Arora 3,866 3,866

40 Mr. Nitin Jain 77,327 77,327*

41 Mr. Manish Anand 38,664 38,664

42 Mr. Ajay K. Koul 19,332 19,332

43 Mr. Rajesh Sharma

19,332 10,633

44 Mr. Anup Gulati 19,332 19,332

45 Mr. Ashish Kumar Aggarwal

11,599 11,599

46 Mr. Pankaj Kumar 7,733 7,733

47 Mr. Rajender Singh

3,866 3,866

Aggregate number of options 8,68,000 8,27,596

* 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 31st 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.

By order of Board of Directors

Place: New Delhi Date: 29.08.2018

Anuradha Aggarwal Company Secretary

Regd office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi-110016

CIN: U80211DL1997PLC090156 Website: www.fiitjee.com E-mail: [email protected]


ATTENDANCE SLIP

(Will be handed over at the registration counter)

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 ___________

2. Name of member (IN BLOCK LETTERS):

3. Address of member (IN BLOCK LETTERS):

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.

Name of the member(s):

Registered Address:

E-mail Id:

Folio No / Client Id:

DP ID:

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. 2. Appointment of a Director in place of Mr Partha Halder (DIN: 02728905), who is retiring

by rotation and being eligible, offers himself for re-appointment.

3. Re-appointment of Mr Dinesh Kumar Goel as the Managing Director of the Company for

a period of 5 years. 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. 6. Ratification of remuneration of the Cost auditors of the Company.

7. Approve the Extension of FIITJEE ESOP 2010.

Signed this………..day………………………2018.

Signature of shareholder 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.

Affix

Revenue

Stamp

ROUTE MAP- HOTEL VIVANTA BY TAJ, DWARKA, NEW DELHI

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-

mail:[email protected], web: www.fiitjee.com

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

FIITJEE Limited was incorporated on 13th October 1997 under the provisions

of Companies Act, 1956, with a mission to create world’s best institution that

serves the society for thousands of years, may be perennially and to make the

global leaders in education. 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.

2. FINANCIAL HIGHLIGHTS

a) KEY FINANCIAL HIGHLIGHTS

The key highlights of the standalone audited financial results for the year

ended 31st March 2018 along with comparative figures for the previous year

are tabulated below:

(Amount in INR million)

PARTICULARS STANDALONE

2017-18 2016-17

Total Income 5,981.92 5,432.56

Profit before Depreciation

Amortisation expenses,

Exceptional items and Tax

(393.47) 394.96

Depreciation and amortisation

expenses

255.11 219.34

Exceptional Items Nil Nil

Profit Before Tax (648.58) 175.62

Tax Expenses/ (Credit) (148.08) 7.85

Profit After Tax (500.50) 167.77




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 provisions of Section 125(2) of the Companies Act, 2013 (hereinafter

referred to as “the Act”), do not apply as there was no dividend declared

and paid during the year under review.

d) DEPOSITS

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

The Company made allotment of 200 equity shares under “FIITJEE_ESOP

2010” on 31st March 2018.

Further, the Company did not buy back any of its securities during the year under review.

f) CHANGES IN NATURE OF BUSINESS

a. The Company has entered into a business transfer agreement to sell

its “Books and Content Development business” to the Company - Megacosm Cognitions Private Limited (Wholly owned Subsidiary of FIITJEE Limited with effect from 26th June 2017)

b. Scheme of Arrangement for Demerger of Tech Business of FIITJEE Limited (Demerged Company) into Edfora Edtech Private Limited (Resulting Company) and consequent reorganization of Share Capital of Edfora Edtech Private Limited was filed on 10th March 2016 with Hon’ble High Court, Delhi. Pursuant to Companies (Compromise, Arrangement and Amalgamation), Rules, 2016, this petition was




transferred to National Company Law Tribunal (“NCLT”). NCLT has approved the aforesaid Scheme in hearing dated 16th March 2017 vide certified order dated 08th November 2017 with appointed date being 1st April 2017.

g) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL

POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE

OF REPORT

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.




The highlights of the performance of key subsidiaries are also given under Consolidated Financials

i) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

UNDER SECTION 186

Details of loans, guarantees or investments covered under the provisions

of Section 186 of the Act have been mentioned in the Note no. 33 to the

Financial Statements.

j) RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered by the Company with its related

parties during the year were in ordinary course of business and on an

arm’s length basis.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the

Companies (Accounts) Rules, 2014, particulars of contracts or

arrangements with related parties referred to in Section 188(1) of the Act,

in the prescribed Form AOC-2 is appended as Annexure “1” forming part

of this Report.

Further, names of related parties and details of transactions with them

have also been included in the Financial Statements.

k) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

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”.





3. HUMAN RESOURCE MANAGEMENT

a) PARTICULARS OF EMPLOYEES

Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 regarding disclosure on managerial remuneration etc. is not applicable to the Company.

A Statement containing disclosures under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure “4”.

b) EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company in the year 2010 approved Employees Stock Option Plan - 2010 (‘’FIITJEE ESOP 2010”) and granted 868,000 (eight lakhs sixty eight thousand) Stock Options representing an equal number of equity shares of face value INR10 each at an exercise price of INR 258.64/- (Rupees two hundred fifty eight and paise sixty four). The Exercise period of eight years comes into force from the grant date.

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

result of exercise of Options

200

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




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

other management personnel

NIL

ii. Any other employee who received a grant in

any one year of options amounting to 5% or

more of the options granted during the year

NIL

iii. Identified employees who are granted

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

NIL

c) NUMBER OF CASES FILED AGAINST SEXUAL HARASSMENT OF

WOMEN AT WORK PLACE AND THE NUMBER OF DISPOSALS

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.




d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND

INDIVIDUAL DIRECTORS

In terms of provisions of Section 134, Section 178, Schedule IV (Code for Independent Directors) of the Act, the annual performance evaluation of the Board performance and that of its Committees and individual Directors has also been carried out by the Company.

4. CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency, fair play and independence in its decision making. The current composition of Nomination and Remuneration Committee (“NRC”) comprises of Mr. Partha Halder (Whole Time Director) and Mr. Rajesh Mittal (Independent Director). However as per section 178 of the Act, NRC shall consist of at least 3 Non-Executive Directors, out of which 1/2 shall be Independent Directors (which means 2 in case members are 3). In this respect, the Board is required to appoint one Non-Executive Director and one Independent Director in order to constitute NRC properly as per Section 178. Further, the current composition of Audit Committee (“AC”) comprises of Mr. Partha Halder (Whole Time Director) and Mr. Rajesh Mittal (Independent Director), however as per Section 177 of the Act, AC shall consist of at least 3 Directors out of which majority shall be Independent Director (which means 2). In this respect, the Board is required to appoint one Independent Director in order to constitute AC properly as per Section 177. 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.

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Mr Sachin Rastogi, Chief Financial Officer of the Company, has resigned with effect from 7th June 2017.

II. Mr. Narender Kumar Mansukhani, Independent Director of the

Company had resigned with effect from 31st December 2017 from the Board and its Committees thereof




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.

V. The Board had approved and recommend the re-appointment of Mr. Dinesh Kumar Goel, as the Managing 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.

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

VIII. Ms. Anuradha Aggarwal was appointed as Company Secretary of the Company with effect from 8th March 2018.

IX. Mr. Rajeev Babbar was appointed as Chief Financial Officer of the Company with effect from 8th March 2018.

b. BOARD MEETINGS

S.

No

Date of

Board

Meeting

Mr.

Dinesh

Kumar

Goel

Mr.

Kanti

Kumar

Goyal

Mrs.

Monila

Goel

Mr.

Partha

Halder

Mr.

Rajesh

Mittal

Mr.

Narender

Kumar

Mansukhani

1 6 Jun 2017 Present Leave

granted

Present Present Present Leave

granted


granted

Present Present Leave

granted

Present


granted

Present Present Leave

granted

Present

4 21 Sept 2017 Present Present Present Present Present Present

5 30 Oct 2017 Leave

granted

Leave

granted

Present Leave

granted

Present Present

6 16 Nov 2017 Present Present Present Present Present Leave

granted

7 8 Mar 2018 Present Present Present Present Present NA

8 31 Mar 2018 Present Present Present Present Present




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.

c. COMMITTEES OF THE BOARD

In compliance with the statutory requirements, the Board has constituted various committees with specific terms of reference and scope. The objective is to focus effectively on the issues and ensure expedient resolution of the diverse matters. The committees operate as the Board’s empowered agents according to their charter / terms of reference.

The Company has the following Committees of the Board:

I. AUDIT COMMITTEE

As on 31st March 2018, the *Audit Committee comprised of two Directors, Mr. Rajesh Mittal and Mr. Partha Halder. They both have sound financial knowledge, as well as many years of experience in general management. All members of the Audit Committee, including the Chairman, have accounting and financial management expertise.

During the year, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

During the year, the Audit Committee Meeting held 16 times as mentioned below:

Sl.

No

Date of Audit

Committee

Meeting

Mr.

Partha

Halder

Mr. Rajesh

Mittal

Mr. Narender

Kumar

Mansukhani

1 4 April 2017 NA Present Present

2 20 April 2017 NA Present Present

3 8 May 2017 NA Present Present

4 16 May 2017 NA Present Present

5 6 Jun 2017 Present Present Leave granted

6 26 Jun 2017 Present Leave granted Present

7 27 Jun 2017 Present Leave granted Present

8 10 Jul 2017 Present Present Present

9 1 Aug 2017 Present Present Present

10 21 Sept 2017 Present Present Present

11 30 Oct 2017 Leave

granted

Present Present

12 13 Nov 2017 Present Present Leave granted

13 29 Nov 2017 Present Leave granted Present

14 28 Dec 2017 Leave

granted

Present Present

15 2 Feb 2018 Present Present NA

16 9 Feb 2018 Present Present




*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.

II. NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2018, the **Nomination and Remuneration Committee (NRC) comprises of two Directors i.e. Mr. Rajesh Mittal and Mr. Partha Halder.

The primarily responsibilities of the NRC Committee, inter-alia, are:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year Nomination and Remuneration Committee met 3 (three)

times as below:

During the year, all the recommendations made by the Nomination and Remuneration committee were accepted by the Board of Directors. **During the year 2017-18, Mr. Narender Kumar Mansukhani has resigned with effect from 31st December 2017. In this respect, Board is required to appoint one Non-Executive Director and one Independent Director in order to constitute Nomination and Remuneration Committee properly as per Section 178.

Sl.

No

Date of NRC

Meeting

Mr. Partha

Halder

Mr.

Rajesh

Mittal

Mr.

Narender

Kumar

Mansukhani

1 6 Jun 2017 Present Present Leave

granted

2 24 Dec 2017 Present Present Present

3 23 Jan 2018 Present Present NA




III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March 2018, the Corporate Social Responsibility Committee (“CSR Committee”) comprises of three Directors i.e. Mr. Rajesh Mittal as Chairman and two Members namely Mr. Dinesh Kumar Goel and Mr. Partha Halder.

The primary responsibilities of the CSR Committee, inter-alia, are:

a) Formulate and recommend to the Board a CSR Policy which shall

indicate activities to be undertaken by the Company; b) Recommend and approve the amount of expenditure to be incurred on

the activities undertaken. c) Monitor the CSR Policy of the Company from time to time. d) Review the performance of the Company in the area of CSR. e) Evaluate social impact of the Company’s CSR Activities. f) Review the Company’s disclosure of CSR matters including any annual

social responsibility report. g) Review CSR Report with the management, before submission to the

Board for approval; h) Institute a transparent monitoring mechanism for implementation of the

CSR Project or programs or activities; i) Approve the appointment or re-appointment of directors responsible for

Business Responsibility. j) Consider other functions, as defined by the Board, or as may be

stipulated under any law, rule or regulation including the Act.

During the year, all the recommendations made by the CSR committee were accepted by the Board of Directors.

During the year, CSR Committee met twice as below:

Annual Report on CSR Activities is enclosed as Annexure “5” to the Report.

Sl.

No.

Date of CSR

Meeting

Mr.

Dinesh

Kumar

Goel

Mr.

Partha

Halder

Mr.

Rajesh

Mittal

Mr. Narender

Kumar

Mansukhani

1 10 July 2017 Present Present Present Present

2 29 Jan 2018 Present Present Present NA




In accordance with Secretarial Standard 1 the following are the Number of meetings attended by the Directors are as follows:

S. No. Name of Director Particulars of Meeting

Board

Meeting

Audit

Committee

Meeting

Nomination &

Remuneration

Committee

Meeting

CSR

Committ

ee

Meeting

1 Mr. Dinesh Kumar

Goel

7 NA NA 2

2 Mrs. Monila Goel 8 NA NA NA

3 Mr. Kanti Kumar

Goyal

4 NA NA NA

4 Mr. Partha Halder* 7 10 3 2

5 Mr. Rajesh Mittal 6 13 3 2

6 **Mr. Narender

Kumar Mansukhani

4 12 1 1

* 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

The Vigil Mechanism Policy has been implemented as a mechanism for the directors and employees of the Company to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy or any other grievances. The Policy on Vigil Mechanism is a step towards better corporate Governance and is available on Company’s website on following link: http://www.fiitjee.co/FIITJEE-Policies

The Vigil Mechanism provides for:

I. adequate safeguards against victimization of employees and Directors

to avail the mechanism; and

II. direct access to the Chairman of the Audit Committee in exceptional

circumstances.

e. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178(3) of the Act, is available at the


http://www.fiitjee.co/FIITJEE-Policies



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.

f. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from Mr. Rajesh Mittal, Independent Director of the Company, confirming that he met with the criteria of independence, as prescribed under Section 149(6) of the Act.

g. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS

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.






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:

i. in the preparation of the annual accounts, the applicable accounting

standards have been followed, along with proper explanation relating to

material departures;

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;

v. the Board of Directors have devised proper systems to ensure

compliance with provisions of all applicable laws and that such systems

were adequate and operating effectively.

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




Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

B. INDEPENDENT AUDITORS’ REPORT

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.

Management Response: The Company is in the process of identifying

the Independent Director for the said requirement.

2. “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 March 2018. We have been informed




by the management of the Company that during the period of vacancy

they are searching for a suitable candidate for the said appointment. “

Management Response: During the period of vacancy, Management

was looking for a suitable candidate for the said appointment. The

Company has appointed a whole time Company Secretary on 8th March

2018.

The Secretarial Audit Report is annexed as Annexure”6” to this report.

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.

6. INTERNAL FINANCIAL CONTROL

The Company has in place adequate tools, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. 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.

7. CORPORATE SOCIAL RESPONSIBILITY

In accordance with provisions of Section 135 and Schedule VII of the Act and the provisions of Companies (Corporate Social Responsibility Policy)




Rules, 2014, the Board of Directors in their meeting held on 26th December 2016 have formulated CSR Committee. 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.

Further, in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014, the detail of CSR activities is provided in “Annexure 5” to the report.

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.




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


Managing Director Whole-time Director

DIN: 01449629 DIN: 02728905

Add: 29A, Kalu Sarai, Add: 29A, Kalu Sarai,

Place: New Delhi Sarvapriya Vihar, Sarvapriya Vihar,

Date: 29.08.2018 New Delhi – 110016 New Delhi – 110016




ANNEXURE “1”

DETAILS OF RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule

8(2) of the Companies (Accounts) Rules, 2014)

I. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS:

(a) Name(s) of the related party and nature of relationship

Nil

(b) Nature of contracts or arrangements/transactions

(c) Duration of the contracts or arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions

including the value, if any

(e) Justification for entering into such contracts or arrangements or

transactions

(f) Date(s) of approval by the Board:

g) Amount paid as advances, if any

(h) Date on which the special resolution was passed in general meeting

as required under first proviso to section 188

II. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR

TRANSACTIONS AT ARM'S LENGTH BASIS.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangement/

transaction

Duration of

Contracts/

arrangements

/ transactions

Salient terms

of the

contracts or

arrangements

or transactions

including the

value, if any:

(in INR)

Date(s) of

approval

by the

Board, if

any:

Amo

unt

paid

as

adva

nces,

if

any:

USA Univquest

Private Limited

(Wholly owned

Subsidiary)

Leasing of

property of

any kind

01st April

2017 to 31st

March 2018

Rental Income

10,351,959

06.06.2017 Nil




USA Univquest

Private Limited

(Wholly owned

Subsidiary)

Leasing of

property of

any kind

01st April

2017 to 31st

March 2018

Rent Expense

1,106,006

06.06.2017 Nil

Edfora

Infotech

Private Limited

(Mr Partha

Halder is also

a Director of

this company)

Leasing of

property of

any kind

01st April

2017 to 31st

March 2018

Rental Income

1,741,306

06.06.2017 Nil

Edfora Infotech

Private Limited

(Mr Partha Halder

is also a Director

of this company)

Rendering

services

01st April

2017 to 31st

March 2018

Business

support

Income

20,253,923

06.06.2017 Nil

Edfora Infotech

Private Limited

(Mr Partha Halder

is also a Director

of this company)

Purchase of

Fixed

Assets

01st April

2017 to 31st

March 2018

Tablets and

Cases

Purchase

1,077,603

06.06.2017 Nil

Times A&M

(India) Limited

(Wholly owned

Subsidiary)

Leasing of

property of

any kind

01st April

2017 to 31st

March 2018

Rental Income

365,400

06.06.2017 Nil

Times A&M

(India) Limited

(Wholly owned

Subsidiary)

Rendering

services

01st April

2017 to 31st

March 2018

Business

Support income

500,795

06.06.2017 Nil

Times A&M

(India) Limited

(Wholly owned

Subsidiary)

Availing of

services

01st April

2017 to 31st

March 2018

Advertisement

Expense

355,607,404

06.06.2017 Nil

Megacosm

Cognitions

Private Limited

(Wholly owned

Subsidiary)

Leasing of

property of

any kind

01st April

2017 to 31st

March 2018

Rental Income

11,410,326

06.06.2017 Nil




Megacosm

Cognitions

Private Limited

(Wholly owned

Subsidiary)

Rendering

services

01st April

2017 to 31st

March 2018

Business

Support

income

39,220

06.06.2017 Nil

Megacosm

Cognitions

Private Limited

(Wholly owned

Subsidiary)

Purchase of

Books

01st April

2017 to 31st

March 2018

Purchase of

Study

Material

14,594,981

06.06.2017 Nil

FIITJEE India

WLL (Wholly

owned

Subsidiary)

Rendering

services

01st April

2017 to 31st

March 2018

Management

Fee

30,840,795

06.06.2017 Nil

Edfora Edtech

Private Limited

(Directors of the

company are

directors in

FIITJEE also)

Rendering

services

01st April

2017 to 31st

March 2018

Management

Fee

34,687,002

06.06.2017 Nil




DIN: 01449629 DIN: 02728905

Place: New Delhi Add: 29A, Kalu Sarai Add: 29A, Kalu Sarai,

Date:29.08.2018 Sarvapriya Vihar, Sarvapriya Vihar,

New Delhi – 110016 New Delhi – 110016




ANNEXURE “2”

INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE

EARNING AND OUTGO FORMING PART OF DIRECTORS’ REPORT IN TERMS

OF SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH THE

COMPANIES (ACCOUNTS) RULES 2014.

(A) CONSERVATION OF ENERGY

a) Steps taken or impact on conservation of energy:

Your Company takes appropriate measures to reduce energy

consumption by using energy efficient equipment, computers and

processes. As an ongoing process your Company continuously

evaluates new technologies and techniques to make infrastructure

more energy efficient. Continuous study is being made on measures

to conserve energy. The results wherever found suitable are

implemented from time to time.

b) Steps taken by the Company for utilising alternate sources of

energy:

We are not utilising alternate sources of energy

c) Capital Investment on energy conservation equipment’s:

Company has not made any capital investment in energy

conservation equipment’s

(B) TECHNOLOGY ABSORPTION

a) Efforts made towards technology absorption:

Your Company continues to use the latest technology for innovation

and improving the quality of its services.

b) the benefits derived like product improvement, cost reduction,

product development or import substitution:

Company is getting benefits by using the latest technology for

innovation and improving the quality of its services.

c) in case of imported technology (imported during the last three

years reckoned from the beginning of the financial year):

(i) the details of technology imported (ii) the year of import (iii) whether technology been fully absorbed




(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.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Activities Relating to Exports, initiatives taken to increase

Exports, and Export Plans:

The Company is currently focusing on the opportunities in Indian

market with limited presence in Middle East.

(b) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned for the year:

(i) Total Foreign Exchange Earnings: INR 116,328,867/-

(ii) Total Foreign Exchange Outgo: INR 16,211,317/-




DIN: 01449629 DIN: 02728905





CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com

Annexure “3”

FORM MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH 2018

[Pursuant to section 92(3) of Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.No. PARTICULARS DETAILS

1. CIN U80211DL1997PLC090156

2. Registration Date 13 October 1997

3. Name of the Company FIITJEE LIMITED

4. Category / Sub-Category of the Company

Public Company

Company Limited by Shares

5. Address of the Registered office and contact details 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi-110016

Ph: 011-46106000

6. Whether listed company No

7. Name, Address and Contact details of Registrar and

Transfer Agent, if any

NA



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.

No

Name and Description of main products/

Services

NIC Code of the Product/

service

% to total turnover of the company

1. Academic tutoring services/ Education 85491

97.91%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S

.

N

o

Name of the

Company

Address of the Company CIN/GLN Holding/

Subsidiar

y/Associa

te

% of

Shares

Held

Applicabl

e

Section

1

.

Times A & M (India)

Limited

7/2, Ground Floor, Vasisht

House, Begumpur, Kalu

Sarai, New Delhi-110017

U74899DL1998PLC094768 Subsidiary 100 2(87)(ii)

2

.

USA Univquest

Private Limited

29-A, ICES House, Kalu

Sarai, Sarvapriya Vihar

New Delhi -110016

U80904DL2013PTC253746 Subsidiary 100 2(87)(ii)

3

.

Megacosm Cognitions

Private Limited

(Acquired on

26.06.2017)

57, Kalu Sarai, Begumpur,

Malviya Nagar, New Delhi

– 110017

U52609DL2016PTC301680

Subsidiary 100 2(87)(ii)



4

.

FIITJEE Franchise

Network Limited

29-A, Kalu Sarai,

Sarvapriya Vihar, New

Delhi-110016

U80903DL2002PLC115562 Subsidiary 100 2(87)(ii)

5

.

FIITJEE India W.L.L.

Bahrain

Regd. Office: Flat - 21,

Building- 1670, Road -

539, E. Riffa-905,

KINGDOM OF BAHRAIN

NA Subsidiary 99.5 2(87)(ii)

6

.

FIITJEE US INC (

incorporated on

21.09.2017)

4534, Laird Circle, Santa

Clara, CA- 95054, USA

NA Subsidiary 100 2(87)(ii)



IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS % TO TOTAL EQUITY:

(I) Category wise Share Holding

Category of

Shareholders

No. of Shares held at the

beginning of the year

No. of Shares held at the end of the year % Change

during the

year

Demat Physical Total Demat Physical Total % of

Total

Shares

A. PROMOTER

1) Indian

a) Individual /HUF - 36,710,663 36,710,663 - 36,710,663 36,710,663 86.32 No Change

b) Central Govt - - - - - - - -

c) State Govt - - - - - - - -

d) Bodies Corp - - - - - - - -

e) Banks/FI - - - - - - - -

f) Any Other - - - - - - - -

Sub-Total(A)(1) 36,710,663 36,710,663 36,710,663 36,710,663 86.32 No Change

2.Foreign

g) NRIs-Individuals - - - - - - - -

h) Other-Individuals - - - - - - - -



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



a) Bodies Corp.

(i) Indian

(ii) Overseas

-

-

-

5,819,264

-

5,819,264

-

-

-

5,819,264

-

5,819,264

13.68

-

No Change

b) Individuals

(i) Individual

shareholders holding

nominal share -capital

upto Rs. 1 lakh

(ii) Individual

shareholders holding

nominal share capital in

excess of Rs. 1 lakh

-

-

-

-

200

-

200

-

-

0.0005

-

0.0005

-

c) Others (Specify) - - - - - - - -

Sub-total (B)(2)

5,819,264 5,819,264 5,819,464 5,819,464 13.68 0.0005

C) SHARES HELD BY

CUSTODIAN FOR

GDRS & ADRS

- - - - - - - -

Grand Total

(A+B+C)

- 42,529,927

42,529,927

-

4,25,30,127

4,25,30,127

100

0.0005



(ii) Shareholding of Promoters

S.

No

Promoters

Name

Shareholding at the beginning of the

Year

Shareholding at the end of the Year

No. of

Shares

% of total

Shares

of the

company

%of Shares

Pledged /

encumbere

d to total

shares

No. of

Shares

% of total

Shares of

the

company

%of

Shares

Pledged /

encumber

red to total

shares

%

change in

shareholdi

ng during

the year

1. *Mr Dinesh

Kumar Goel 27,299,970 64.19 -

27,299,97

0 64.19 - -

2. Mr Kanti

Kumar

Goyal

4,274,600

10.05

-

4,274,600

10.05

- -

3. Mrs Lata

Goel

2,325,693

5.47

-

2,325,693

5.47

- -

4. Mrs Monila

Goel

1,917,500

4.51

-

1,917,500

4.51

- -

5. Mrs Mamta

Goel 889,600

2.09

-

889,600

2.09

- -

6. Mr Naveen

Goel 1,100

0.00

-

1,100

0.00

- -

7. Mrs Madhu

Gupta

1,100

0.00

-

1,100

0.00

- -

8. Ms Neha

Gupta 1,100

0.00

-

1,100

0.00

- -



*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

Company

No. of Shares % of total shares of the

Company

- - - - -

- - - - -

- - - - -

- - - - -

There is no Change in Promoter’s Shareholding during the Financial Year 2017-18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares

% of total shares of the

company

No. of shares


company

1. Matrix Partners India Investment Holdings, LLC

At the beginning of the year 3,866,357

9.09%

3,866,357

9.09%

Date wise Increase / Decrease in Shareholding

during the year specifying the reasons for increase / - - - -



decrease (e.g. allotment / transfer / bonus / sweat

equity etc):

At the End of the year (or on the date of

separation, if separated during the year)

3,866,357

9.09%

3,866,357

9.09%

2. Q Learn

At the beginning of the year 1,952,907

4.59%

1,952,907

4.59%


during the year specifying the reasons for increase /


equity etc):

- - - -


separation, if separated during the year) 1,952,907

4.59%

1,952,907

4.59%

3. Mr. Nitin Jain

At the beginning of the year 0

0.00%

0

0.00%


during the year specifying the reasons for increase /


equity etc):

200 equity

shares

were

allotted on

31 March

2018

under

0.0005% 200 0.0005%



(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of shares


company

No. of shares


company

1 *Mr. Dinesh Kumar Goel

At the beginning of the year 27,299,970 64.19% 27,299,970 64.19%

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

NIL NIL NIL NIL

At the End of the year

27,299,970 64.19% 27,299,970 64.19%

2 Mr. Kanti Kumar Goyal


Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

NIL NIL NIL NIL

At the End of the year 4,274,600 10.05% 4,274,600 10.05%

ESOP

scheme


separation, if separated during the year) 200

0.0005%

200

0.0005%



3. Mrs. Monila Goel


Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

NIL NIL NIL NIL

At the End of the year 19,17,500 4.51% 19,17,500 4.51%

*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)

Particulars Secured Loans

Excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial

year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

341,881,516

1,400,244

Nil

580,753,800

Nil

Nil

Nil

Nil

Nil

922,635,316

1,400,244

Nil

Total (i+ii+iii) 343,281,760 580,753,800 Nil 924,035,560

Change in Indebtedness during the financial

year

- Addition

303,800,497

(59,325,370)

Nil

Nil

Nil

Nil

303,800,497

(59,325,370)



- Reduction

Net Change [Increase/(Decrease)] 244,475,126 Nil Nil 244,475,126

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

586,356,643

1,169,373

Nil

580,753,800

Nil

Nil

Nil

Nil

Nil

1,167,110,443

1,169,373

Nil

Total (i+ii+iii) 587,526,016 580,753,800 Nil 1,168,279,816



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: (i) Remuneration to Managing Director, Whole-time Directors and/or Manager

(Amount in INR)

S.

N

O

PARTICULARS OF REMUNERATION NAME OF MD/ WTD/ MANAGER TOTAL

AMOUNT

Mr. Dinesh

Kumar Goel

(MD)

Mr. Kanti

Kumar

Goyal

(WTD)

Mr

Partha

Halder

(WTD)

Mrs.

Monila

Goel

(WTD)

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of 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

110,888,887

-

5,578,240

-

13,269,310

-

38,133,333

-

167,869,770

-

2. Stock Option - - - -

3. Sweat Equity - - -

4. Commission

- as % of profit

- Others, specify

- -

- -

5. Others, please specify - - - - -

6.

Total (A) 110,888,887 5,578,240

13,269,310 38,133,333 167,869,770

7. Ceilings As per Act 110,888,887 5,590,000 30,000,000 38,133,333 -



Remuneration to other directors

(Amount in INR)

S.No. PARTICULARS OF REMUNERATION NAME OF DIRECTORS TOTAL

AMOUNT

Mr. Rajesh Mittal Mr. Narender

Kumar Mansukhani

1. Independent Directors

-Fee for attending board committee meetings

· Commission

· Others, please specify- Foreign Travelling fees

- Others

2,400,000

Nil

277,384

1,800,000

Nil

Nil

4,200,000

Nil

277,384

Total (1) 2,677,384 1,800,000 4,477,384

Other Non-Executive Directors

-Fee for attending board committee meetings

· Commission

· Others, please specify

Nil Nil Nil

Total (2) Nil Nil Nil

Total (B) = 1+2 2,677,384 1,800,000 4,477,384

Total Managerial Remuneration 2,677,384 1,800,000 4,477,384

Overall Ceiling as per the Act

INR 1 Lakh per

meeting

INR 1 Lakh per

meeting



(IV) Remuneration to Key Managerial Personnel other than MD / Manager /Whole time Director

(Amount in INR)

S.N

O

PARTICULARS OF

REMUNERATION

CS CFO Total Amount

Ms. Anuradha

Aggarwal (i.e.

08.03.2018)

Mr. Sachin

Rastogi (till

06.06.2017)

Mr Rajeev Babbar

(w.e.f. 08.03.2018)

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of 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

71,071

0

0

2,777,795

35,910

0

396,872

0

0

3,245,738

35,910

0

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission

- as % of profit

- Others, specify…

-

- -

-

5. Others, please specify - - - -

6. Total (A) 71,071 2,813,705 396,872 3,281,648



VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the

Companies

Act

Brief

Description

Details of Penalty/

Punishment/ Compounding

fees imposed

Authority

[RD/ NCLT/

Court]

Appeal made.

If any (give

details)

A. Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. Directors




C. Other Officers in Default







DIN: 01449629 DIN: 02728905






ANNEXURE “4”

INFORMATION AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

S. No.

Name of the Employee

Designation

Remuneration/Salary received (In INR)

Nature of employment, whether contractual or otherwise

Qualification &

Experience of the

Employee

Date of

commencement of employment

Age The last

employme

nt held by the

company

before

joining the Company

%age of

equity

held by

such employee

Whether such employee is the relative of any Director or Manager of the Company, if yes, name of such Director or Manager

1 Dinesh Kumar Goel

Managing Director

110,888,887 Permanent Qualification-B.Tech, IIT Experience-Approx.23 Years

01-Apr-98 54 Years

NA 64.19%

Relative of Mr. Kanti Kumar Goyal and Mrs. Monila Goel

2 Monila Goel

Whole - Time

Director

38,133,333 Permanent Qualification- B.Tech Experience-approx. 17 Years

21-Sep-13 46 Years

NA 4.51%

Relative of Mr. Dinesh Kumar Goel



3 Partha Halder

Whole - Time

Director

13,269,310 Permanent Qualification- B.Tech Experience- approx. 18 years

01-Jun-99 44 Years

NA 1 Equity share

on behalf of Mr. Dines

h Kumar Goel

NA

4 Raj Kumar Thakur

Vice chancellor

8,423,411 Permanent Qualification-B.Sc. Engg. (Mechanical) Experience- Approx 19 Years

20-Feb-09 54 Years

Narayana IIT

Academy

NIL NA

5 Mohit Sardana

Vice chancellor

7,447,399 Permanent Qualification- B.E.

(Computer Science)

Experience-Approx. 12

years

10-Feb-14 37 years

Consultancy

NIL NA

6 Manish Anand

National Head-

Academic Operation

6,861,607 Permanent Qualification- MBA

Experience-Approx. 17

years

20-Jul-02 38 years

NA NIL NA

7 Ateet Mittal Fellow 6,480,550 Permanent Qualification- B.E.

(Chemical Engineering) Experience-Approx. 17

years

20-Jan-00 44 years

NA NIL NA



8 Purnendra Kishore

Executive Mentor &

CEO - Tech Venture

6,457,865 Permanent Qualification - B.Tech.

(Mechanical) Post

Graduate Programme in Business Managemen

t Experience – Approx.. 20 years.

01-Dec-16 46 years

Consultancy

& Advisory

NIL NA

9 Ashish Kumar Yadav

Dean 6,179,261 Permanent Qualification - B.Tech.

(Civil Engineering) Experience

– Approx. 17 years

11-Sep-01 41 years

NA NIL NA

10 Gaurav Tiwari

Dean 5,993,224 Permanent Qualification: B. Arch.

Experience: Approx. 17

years.

15-Apr-06 42 Years

NA NIL NA




DIN: 01449629 DIN: 02728905





“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:

(i) Brief outline of Company’s CSR Policy: FIITJEE’s corporate social responsibility policy aims at being linked to sustainable development, economic, social and environmental requirements of society as a whole and of future generations.

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;

b) Promotion of gender equality, empowering women, setting up homes and

hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

c) Eradicating hunger, poverty and malnutrition, promoting preventive health

care and sanitation and making available safe drinking water; d) Ensuring environmental sustainability, ecological balance, protection of

flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

e) Protection of national heritage, art and culture including restoration of

buildings and sites of historical importance and works of art, setting up public libraries; promotion and development of traditional arts and handicrafts;

f) Measures for the benefit of armed forces veterans, war widows and their dependents;

g) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

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;

i) Contributions or funds provided to technology incubators located within

academic institutions which are approved by the Central Government; j) Rural development projects. k) Slum area development.

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.

The CSR policy of the Company is available on Company’s website on following link:http://www.fiitjee.co/pdf/Corporate%20Social%20Responsibility%20Policy.pdf

2. Present Composition of CSR Committee: 1. Mr Rajesh Mittal- Chairman

2. Mr Dinesh Kumar Goel- Member

3. Mr Partha Halder- Member

3. Average Net profit of the Company for last three years: INR 97,420,661/-

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): INR 19,48,413 /-

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the Financial Year: INR 9000000/-

b) Amount unspent, if any: Nil

c) Manner in which the amount spent during the financial year is detailed below:

S. no.

CSR Project or activity identified

Sector in which the project is covered

Project or programs

1.Local areas or other a. Specify the

state and district where

projects or programme

was undertaken

Amount Outlay

(budget) Project

or Programme wise (in INR )

Amount spent on the Projects or programs subheads: 1.Direct Expenditure on programs 2. overheads: (in INR)

Cumulative expenditure up to reporting period (in INR)

Amount spent direct or through implement agency*

1. Setting up homes and hostels for women and orphans

Setting up homes and hostels for women and orphans

Ganeshpuri, Maharashtra

9,000,000

9,000,000

9,000,000

Through implement agency

*Detail of implement agency: Shree Bhimeshwar Sadguru Nityanand Sanstha, Ganeshpuri”

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

7. We here by affirm that the implementation and monitoring of CSR Policy, is in Compliance with CSR objectives and policy of the Company.

Place: New Delhi Dinesh Kumar Goel Rajesh Mittal

Date : 29.08.2018 Managing Director Chairman of CSR

Committee

DIN: 01449629 DIN: 00231710

ANNEXURE”6”

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2018

FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Members FIITJEE Limited (CIN: U80211DL1997PLC090156)

29A KALU SARAI SARVAPRIYA VIHAR NEW DELHI -110016

We have conducted the Secretarial Audit to know the compliances of applicable

statutory provisions and the adherence to good corporate practices by FIITJEE

LIMITED (hereinafter called “the Company”). The Secretarial Audit was conducted

in a manner that provided us a reasonable basis for evaluating the corporate

conducts / statutory compliances and expressing our opinion thereon.

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 31st

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:

a) maintenance of various statutory registers and documents and making necessary

entries therein; b) forms, returns, documents and resolutions required to be filed with the Registrar of

Companies and the Central Government; c) service of documents by the Company on its Members, Auditors and the Registrar

of Companies; d) notice of Board meetings; e) the meetings of Directors f) minutes of proceedings of General Meetings and of the Board and its Committee

meetings; g) approvals of the Members, the Board of Directors, wherever required; h) constitution of the Board of Directors, appointment, retirement and reappointment

of Directors including the Managing Director and Whole-time Directors; i) payment of remuneration to Directors including the Managing Director and Whole-

time Directors, j) appointment and remuneration of Auditors; k) issue of share certificates l) borrowings; m) investment of the Company’s funds including investments and loans to others; n) form of balance sheet as prescribed under Part I, form of statement of profit and

loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act;

o) Directors’ report; p) contracts, registered office and publication of name of the Company; and q) Generally, all other applicable provisions of the Act and the Rules made under the

Act.

3 I further report that:

_ 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.

6. I further report that:

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.

For Sandeep Kansal & Associates Company Secretaries

Sd/- Sandeep Kansal Proprietor ACS NO. 14132, C. P. NO. 3472 Dated: 22.08.2018 Place: New Delhi

Independent Auditor’s Report

To the Members of FIITJEE Limited

Report on the Standalone Financial Statements

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. Management’s Responsibility for the Standalone Financial Statements

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. Report on Other Legal and Regulatory Requirements

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.

For Walker Chandiok & Co LLP Chartered Accountants Firm’s Registration No.: 001076N/N500013 Neeraj Goel Partner Membership No.: 099514 Place: Houston (USA) Date: 29 August 2018

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 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;

(c) there is no overdue amount in respect of loans granted to such parties.

(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:

Statement of Disputed Dues Name of the statute

Nature of dues

Amount (Rs.)

Amount paid under Protest (Rs.)

Period to which the amount relates

Forum where dispute is pending

Income tax Act 1961

Demand under section 153A/ 143(3)

74,545,904 73,109,240 FY 2006-07 to 2012-13

CIT (Appeals)

Income tax Act 1961

Demand under section 143(3)

174,407,074 17,500,000 FY 2013-14 CIT (Appeals)

Income tax Act 1961

Demand under section 147

1,428,230 Nil FY 2009-10 ITAT

Finance Act, 2004

Service tax 2,100,137 Nil 2007-08 to 2011-12

CESTAT

Finance Act, 2004

Service tax 1,666,391 Nil 2007-08 to 2012-13

CCE (Appeals)

Rajasthan VAT Act, 2003

Value Added Tax

11,099,374 Nil 2008-09 to 2012-13

Commissioner (Appeal)

Rajasthan Entry Tax- Goods Act, 2003

Entry Tax 1,632,182 1,213,716 2010-11 to 2015-16

Appellate authority

(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.


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 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. Management’s Responsibility for Internal Financial Controls

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 Inherent Limitations of Internal Financial Controls over Financial Reporting

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. For Walker Chandiok & Co LLP Chartered Accountants Firm’s Registration No.: 001076N/N500013 per Neeraj Goel Partner Membership No.: 099514 Place: Houston (USA) Date: 29 August 2018

Note As at As at31 March 2018 31 March 2017

(Rs.) (Rs.)Equity and liabilitiesShareholders' fundsShare capital 3 425,301,270 425,299,270 Reserves and surplus 4 397,978,779 909,279,780

823,280,049 1,334,579,050 Non-current liabilitiesLong-term borrowings 5 969,779,912 813,647,274 Other long-term liabilities 6 83,923,416 84,956,169 Long-term provisions 7 441,789,487 182,715,389

1,495,492,815 1,081,318,832 Current liabilitiesShort-term borrowings 8 155,099,472 72,792,782 Trade payables 9

payable to micro, small and medium enterprises - - payable to other than micro, small and medium enterprises 552,922,652 466,788,240

Other current liabilities 10 2,229,743,262 2,637,762,298 Short-term provisions 11 212,515,812 170,026,863

3,150,281,198 3,347,370,183

5,469,054,062 5,763,268,065 AssetsNon-current assetsProperty, 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 assetsCurrent 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

The accompanying notes are an integral part of the financial statements

This is the balance sheet referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of DirectorsChartered Accountants

Neeraj Goel D.K. Goel Partha HalderPartner Managing Director Whole-time DirectorMembership No.: 099514 DIN - 01449629 DIN - 02728905

Place: Houston (USA) Place: New Delhi Place: New DelhiDate: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar Company Secretary Chief Financial Officer

Place: New Delhi Place: New DelhiDate: 29 August 2018 Date: 29 August 2018

FIITJEE LIMITEDBalance Sheet as at 31 March 2018

Note Year ended Year ended31 March 2018 31 March 2017

(Rs.) (Rs.)IncomeRevenue from operations 23 5,674,193,575 5,284,985,175 Other income 24 307,722,003 147,571,018

5,981,915,578 5,432,556,193 ExpensesCost of books and courseware 44,423,450 114,258,190 Change in inventories 25 (7,136,790) (836,482) Employee benefit expenses 26 3,882,895,616 2,919,801,657 Finance cost 27 56,321,673 49,471,526 Depreciation and amortisation expense 12A-12B 255,114,135 219,336,871 Other expenses 28 2,398,883,491 1,954,902,996

6,630,501,575 5,256,934,758

(Loss)/ profit before tax (648,585,997) 175,621,435 Tax expense

Current tax (including earlier years) - 8,020,111 Minimum alternate tax credit entitlement - (8,020,111) Deferred tax (credit)/charge (148,088,572) 7,851,397

(Loss)/ profit for the year (500,497,425) 167,770,038

(Loss)/ earnings per equity share Basic and diluted (Rs.) 29 (11.77) 3.94

The accompanying notes are an integral part of the financial statements

This is the statement of profit and loss referred to in our report of even date






FIITJEE LIMITEDStatement of Profit and Loss for the year ended 31 March 2018

Year ended Year ended31 March 2018 31 March 2017

(Rs.) (Rs.)A. CASH FLOW FROM OPERATING ACTIVITIES:(Loss)/ profit before tax (648,585,997) 175,621,435 Adjustment for :Depreciation and amortisation expense 255,114,135 219,336,871 Finance costs 56,321,673 49,471,526 Liabilities/ provisions written back (30,592,044) (28,735,046) Provision for doubtful advances/receivable 2,201,407 1,909,840 Interest income (66,832,320) (46,575,793) Dividend income (23,127,701) (34,309,922) Loss on sale of property, plant and equipment (net) 8,961,246 4,935,777 (Profit)/loss on sale of mutual fund (3,395,095) 1,971,506 Profit on slump sale (150,019,105) - Diminution in the value of current investment - 1,445,790 Amount written off - 4,155,556 Operating (loss)/ profit before working capital changes (599,953,801) 349,227,540 Adjustment for :(Increase)/decrease in inventories (7,136,790) 399,641 (Increase)/decrease in trade receivables (29,002,351) 238,939,700 Increase in short-term and long-term loans and advances (341,138,046) (36,710,168) Increase in trade payable 177,494,228 86,992,709 (Decrease)/increase in other current and long-term liabilities (471,091,222) 380,308,602 Increase in short-term and long-term provisions 332,235,989 42,390,014 Cash (used in)/flow from operating activities (938,591,993) 1,061,548,038 Income taxes paid (45,210,335) (81,735,890) Net cash (used in)/ generated from operating activities (983,802,328) 979,812,148

B. CASH FLOW FROM INVESTING ACTIVITIES:Interest income received 60,435,028 54,449,439 Dividend received 23,127,701 34,309,922 Purchase of property, plant and equipment and intangibles (includes capitaladvance, capital work in progress and creditor for capital assets)Proceeds from sale of property, plant and equipment 4,002,729 1,638,477 Investments in fixed deposits - (184,449,960) Redemption of fixed deposits 76,376,618 197,011,184 Proceeds from slump sale* 6,600,000 - Loans and advance to related parties (net) (12,435,599) (75,338,574) Investments in subsidiaries (6,533,000) (363,572,249) Investments in mutual funds (2,183,127,701) (3,986,309,922) Proceeds from sale of mutual funds 3,436,140,667 3,772,864,287 Net cash generated from/ (used in) investing activities 872,384,649 (1,030,011,750)

* for total consideration refer note 43

FIITJEE LIMITEDCash flow statement for the year ended 31 March 2018

(480,614,354) (532,201,794)

(This space has been intentionally left blank)


(Rs.) (Rs.)C. CASH FLOW FROM FINANCING ACTIVITIES:Interest paid (56,552,544) (50,063,222) Proceeds from long-term borrowings 200,000,000 - Repayment of long-term borrowings (37,831,563) (31,813,756) Share capital issued 51,728 - Proceeds in short-term borrowings (net) 82,306,690 62,082,782 Net cash generated from/( used in) financing activities 187,974,311 (19,794,196) Net increase/(decrease) in cash and cash equivalents 76,556,632 (69,993,798)

Cash and cash equivalents at the beginning of the year 71,174,997 136,326,350 Cash and cash equivalents transferred in slump sale (refer note 43) (7,609,546) - Cash and cash equivalents transferred in the scheme of amalgamation - 4,842,445 Cash and cash equivalents at year ended 31 March 2018 140,122,083 71,174,997

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






FIITJEE LIMITEDCash flow statement for the year ended 31 March 2018 (cont'd)

FIITJEE LIMITED Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

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.

2.1 Summary of significant accounting policies

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 and dividend income

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.

c) Property, plant and equipment

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.

e) Capital work in progress

Capital work in progress includes the cost of fixed assets that are not ready for the intended use at the balance sheet date.

f) Depreciation and amortisation

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.


h) Foreign currency transactions

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.

i) Earnings/(loss) per equity share

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

Tax expense comprises current income tax and deferred tax.

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.


l) Employee benefits

Expenses and liabilities in respect of employee benefits are recorded in accordance with Revised Accounting Standard 15 - Employee Benefits (Revised).

(i) Provident fund

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. (iv) 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. 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.

(v) Other short-term benefits

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.


(vi) Employee stock option plan (ESOP) 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.

n) Contingent liabilities and provisions

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.

o) Cash and cash equivalents

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.

As at As at31 March 2018 31 March 2017

(Rs.) (Rs.)3. Share capitalAuthorised share capital58,500,000 (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

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

Number of shares Amount (Rs.) Number of shares Amount (Rs.)Equity sharesBalance 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

b) Details of shareholders holding more than 5% shares in the Company

Number of shares % holding Number of shares % holdingName of shareholder

Mr. Dinesh Kumar Goel 27,299,970 64.19% 27,299,970 64.19%Mr. Kanti Kumar Goyal 4,274,600 10.05% 4,274,600 10.05%Mrs. Lata Goel 2,325,693 5.47% 2,325,693 5.47% Matrix Partners India Investment Holdings, LLC (Series "A" equity shares)

3,866,357 9.09% 3,866,357 9.09%

The above information is furnished as per the shareholder register as at reporting date.

c) Rights/preferences/restrictions attached to equity shares

4. Reserves and surplus

Capital reserve 22,167 22,167 Share premium account

Balance as at the beginning of the year 961,330,875 961,330,875 Less: Demerger adjustment (refer note 42) (10,853,304) - Add: premium on share issued during the year 49,728 Balance as at the end of the year 950,527,299 961,330,875

Deficit in statement of profit and loss Balance as at the beginning of the year (52,073,262) (203,256,871) Add: amalgamation adjustment (refer note 44(e)) - (16,586,429) Add: (loss)/ profit for the year (500,497,425) 167,770,038 Balance as at the end of the year (552,570,687) (52,073,262)

397,978,779 909,279,780

As at As at

The Company has only two class of equity shares i. e. "Equity Shares" & "Series A Equity Shares" having a nominal par value of Rs. 10 each. Each holder of equity shares is entitled toone vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company after setting allliabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

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.

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 accruedor 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.

31 March 2018 31 March 2017

FIITJEE LIMITED


(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration other than cash)

Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018



(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)

Note (B)

Note (C)

6. Other long-term liabilities

Security deposit 8,203,458 8,352,622 Rent equalisation reserve 75,719,958 76,603,547

83,923,416 84,956,169

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 loansBank overdraft (refer note A below) 155,099,472 72,792,782

155,099,472 72,792,782

Note A:

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:

Amount (Rs.) Amount (Rs.)Nil Nil Nil Nil

Nil Nil

Nil Nil Nil Nil

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 withthe Company. This has been relied upon by the auditors.

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

Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018FIITJEE LIMITED

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.)

(i) Equitable Mortgage of leasehold title over commercial office space in Laxmi nagar, New Delhi

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:

(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.

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.

(iv) Equitable Mortgage of the property situated at "Hariom Towers" in Ranchi.

iii) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed 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; andv)the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.

Particularsi) the principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year;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 the appointed day during each accounting year;

(v) Equitable Mortgage of the property situated at BDA zone-II m p nagar, Bhopal (vi) Equitable Mortgage of the property in Bangalore

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.))


(Rs.) (Rs.)

10. Other current liabilities

Current maturities of long-term borrowing (refer note 5) 42,231,059 36,195,260 Statutory dues 125,077,614 50,216,810 Advance received from students (refer note 48) 1,774,683,725 2,385,270,792 Creditors for capital goods 151,124,230 63,532,952 Rent equalisation reserve 30,106,748 17,615,786 Retention money 17,004,619 10,899,452 Interest accrued on loan from bank 1,169,373 1,400,244 Guarantee commission payable 2,496,976 2,589,262 Book overdraft 646,694 5,863,020 Other liabilities 85,202,224 64,178,720

2,229,743,262 2,637,762,298

11. Short-term provisions

Provision for employee benefitsProvision for gratuity (refer note 32) 26,689,065 25,088,016 Provision for sincerity (refer note 32) 6,973,534 22,786,182 Provision for compensated absences 178,853,213 122,152,665

212,515,812 170,026,863


FIITJEE LIMITEDSummary of significant accounting policies and other explanatory information for the year ended 31 March 2018


12A. Property, plant and equipment(Amount in Rs.)

Particulars

Land Buildings Office and electrical

equipments

Leasehold improvements

Furnitures and fixtures

Computer Motor vehicles Total

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

Impact of merger - - 3,201,879 - 2,367,437 553,492 1,044,630 7,167,438 Additions 54,035,400 14,192,533 88,461,613 198,156,037 44,397,132 18,669,899 14,178,910 432,091,524 Disposals/adjustment - - (2,216,451) (12,618,891) (2,095,616) (42,000) (2,453,271) (19,426,229)

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

Additions - - 148,262,520 303,125,418 65,139,892 19,271,262 12,045,791 547,844,883 Disposals/adjustment## - - (23,220,035) (1,952,189) (14,254,598) (12,343,999) (4,745,889) (56,516,710) Inter block transfer# - - 2,361,241 (24,610,549) 20,353,323 1,955,541 - 59,556 Balance transferred in slump sale (refer note 43) - - (248,250) - (29,210) (9,143,011) - (9,420,471) Balance as on appointed date transferred in demerger (refer note 42) - - (288,343) (1,238,960) (60,735) (4,286,205) - (5,874,243)

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

Accumulated depreciation and amortisation

As at 1 April 2016 - 22,312,837 247,445,793 436,691,175 102,621,005 52,825,131 39,025,846 900,921,787

Impact of merger - - 2,881,914 - 1,953,273 534,820 453,654 5,823,661 Charge for the year - 4,072,456 53,204,643 105,972,652 18,798,893 7,776,881 9,024,282 198,849,807 Disposals / Adjustments - - (2,035,463) (6,737,976) (1,756,064) (42,000) (2,280,472) (12,851,975)

As at 31 March 2017 - 26,385,293 301,496,887 535,925,851 121,617,107 61,094,832 46,223,310 1,092,743,280

As at 1 April 2017 - 26,385,293 301,496,887 535,925,851 121,617,107 61,094,832 46,223,310 1,092,743,280

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)

As at 31 March 2018 - 31,622,909 338,777,722 648,563,675 149,607,125 54,409,551 52,764,501 1,275,745,483

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

Capital work in progress As at 31 March 2017 16,104,038 As at 31 March 2018 50,543,793

##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.


12B. Intangible assets(Amount in Rs.)

Particulars Software Brand assets Goodwill on

amalgamation Total

Gross block As at 1 April 2016 126,372,676 - - 126,372,676

Impact of merger 47,012 393,173 110,523,338 110,963,523 Additions 943,838 - - 943,838 Disposals/adjustment - - - - As at 31 March 2017 127,363,526 393,173 110,523,338 238,280,037

As at 1 April 2017 127,363,526 393,173 110,523,338 238,280,037

Additions 982,398 - - 982,398 Inter block transfer# (59,556) - - (59,556)Balance as on appointed date transferred in demerger (refer note 42) (167,320) - - (167,320)

As at 31 March 2018 128,119,048 393,173 110,523,338 239,035,559

Accumulated depreciation and amortisation

As at 1 April 2016 125,719,455 - - 125,719,455

Impact of merger 44,662 131,058 70,574,446 70,750,166 Charge for the year 392,691 119,927 19,974,446 20,487,064 As at 31 March 2017 126,156,808 250,985 90,548,892 216,956,685

As at 1 April 2017 126,156,808 250,985 90,548,892 216,956,685

Charge for the year 629,956 142,188 19,974,446 20,746,590 Inter block transfer# (61,251) - - (61,251)Balance as on appointed date transferred in demerger (refer note 42) (73,888) - - (73,888)

As at 31 March 2018 126,651,625 393,173 110,523,338 237,568,136

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

#pertains to assets reclassified within blocks on account of physical verification.

13. Non-current investmentsLong-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 50,000 500,000Times A and M (India) Limited 70,700 679,651,618 70,700 679,651,618FIITJEE India W.L.L., Bahrain 199 2,364,886 199 2,364,886USA Univquest Private Limited 10,000 100,000 10,000 100,000Megacosm 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

In non convertible debentures of subsidiariesMegacosm Cognitions Private Limited (Debentures***) (refer note 43) 855,000 85,500,000 - -

814,649,504 682,676,504

Aggregate amount of quoted and unquoted investments at cost 816,068,011 684,095,011Aggregate provision for diminution in value of investments (1,418,507) (1,418,507)

* Equity shares of Rs. 10 each, unless otherwise stated.** Market Value of the Quoted Investments as on 31 March 2018 is Nil*** Non convertible debentures having maximum maturity period of 5 years carrying fixed rate of interest @ 9.15% p.a.


(Rs.) (Rs.)14. Deferred tax assets

Deferred tax assets on account of:On employee benefit expenses 164,544,458 79,802,444 Rent equalisation reserve 36,624,506 32,607,427 Provision for doubtful advances/receivables 113,587,612 113,011,175 Timing difference on depreciation and amortisation 92,636,708 33,883,666

407,393,284 259,304,712

15. Long-term loans and advances(Unsecured considered good, unless otherwise stated)

Unsecured, considered good Prepaid taxes recoverable (net of provisions) 491,381,423 446,171,088 Minimum alternate tax credit entitlement 49,971,360 49,971,360 Recoverable from Income tax department (refer note A below) 67,700,000 - Advance to related parties* 629,383,211 531,993,064 Advance to staff 3,000,000 3,000,000 Security deposits 265,150,836 200,285,482 Capital advances 95,690,820 59,164,783

1,602,277,650 1,290,585,777 Unsecured, considered doubtful

Advance to related parties* 202,176,098 202,176,098 Security deposits 15,943,040 12,831,633 Capital advances 6,384,307 6,384,307 Service tax receivable 55,950,610 55,950,610

280,454,055 277,342,648 Less: provision for doubtful advance (280,454,055) (277,342,648)

1,602,277,650 1,290,585,777

* refer note 33

Note A:

16. Other non-current asset

Fixed deposit with maturity more than 12 months (refer note 20) 771,472 - 771,472 -

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

31 March 2018 31 March 2017


As at As at


(Rs.) (Rs.)17. Current investments

Investment in mutual fund (quoted)*Nil (Previous year 304,711) units of Birla Sun Life Saving Fund Collection - 30,561,655 Nil (Previous year 3,998,410) units of DHFL Pramerica Low Duration Fund (Liquid Plus Fund) - 40,092,454 Nil (Previous year 493,307) units of ICICI Prudential Short Term Fund - Direct Growth - 16,446,000 Nil (Previous year 675,176) units of ICICI Prudential Saving Fund - DD - 68,135,622 Nil (Previous year 2,532,778) units of ICICI Prudential Ultra Short Term Fund - 25,597,263 Nil (Previous year 1,809,033) units of Birla Sun Life Floting Rate Term Plan - 181,612,074 Nil (Previous year 79,231) units of Kotak Low Duration Fund - Direct Growth Option - 160,000,000 Nil (Previous year 11,537,821) units of JM Financial High Liquidity Fund Scheme - 120,341,777 Nil (Previous year 60,293,606) units of Frankflin Templeton Ultra Short Bond Fund - 606,831,026

- 1,249,617,871 Aggregate amount and market value of quoted investments - 1,251,337,694 * stated at lower of cost and fair value determined on an individual investment basis

18. Inventories(Valued at lower of cost or net realisable value)

Books and courseware - 1,204,145 Others - 4,756,838

- 5,960,983

19. Trade receivables

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

Cash and cash equivalentsCash in hand 1,104,411 1,484,332 Cheques/drafts in hand 100 200 Balances with banks

In current accounts with scheduled banks 89,126,710 74,427,224 Fixed deposits with maturity of less than 3 months 50,537,556 1,126,261

140,768,777 77,038,017 Other bank balances

Fixed deposits with maturity of more than 3 months and less than 12 months 116,561,581 193,709,670 Fixed deposit with maturity of more than 12 months 771,472 -

258,101,830 270,747,687 (771,472) -

257,330,358 270,747,687

21. Short-term loans and advances (Unsecured, considered good, unless otherwise stated)

Loans and advances recoverable in cash or in kind or for value to be receivedAdvance to related parties* (considered doubtful Rs. 13,831,964 , previous year Rs. 13,831,964) 42,259,074 29,823,474 Advance to others (considered doubtful Rs. 2,342,691, previous year Rs. 2,342,691) 633,470,999 621,808,260 Advances to staff (considered doubtful Rs. 5,936,697, previous year Rs. 5,936,697) 15,417,627 9,664,808

Prepaid expenses 10,344,397 11,715,309 Advance to suppliers 22,540,513 19,388,213 Input tax credit recoverable 57,351,147 28,777,371

781,383,757 721,177,435 Less: Provision for doubtful advance (22,111,352) (22,111,352)

759,272,405 699,066,083

* refer note 33

22. Other current assets

Interest receivableFrom related parties 21,708,721 13,864,877 From others 2,950,615 4,397,167

24,659,336 18,262,044

Less: Fixed deposit with maturity of more than 12 months classified as other non-current asset (refer note 16)



Outstanding for more than six months from the date they became due for payment :


(Rs.) (Rs.)23. Revenue from operations

Operating revenueTuition 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

24. Other income

Rental income 32,071,359 26,351,612 Interest income 66,832,320 46,575,793 Dividend income 23,127,701 34,309,922 Profit on sale of mutual fund 3,395,095 1,971,506 Profit on slump sale (refer note 43) 150,019,105 - Liabilities/ provisions written back 30,592,044 28,735,046 Miscellaneous income 1,684,379 9,627,139

307,722,003 147,571,018

25. Change in inventories

Opening stockBooks 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)

26. Employee benefit expenses

Salaries and wages* 3,404,151,440 2,555,762,401 Contribution to provident and other funds 69,590,129 66,219,588 Staff welfare 409,154,047 297,819,668

3,882,895,616 2,919,801,657 *includes prior period expense amounting to Rs. 136,654,292

27. Finance cost

Interest onTerm 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 costProcessing fee 3,505,750 25,725 Guarantee commission to related party 11,363,018 13,061,092

56,321,673 49,471,526




(Rs.) (Rs.)28. Other expenses

Power and fuel 142,929,826 114,873,428 Rent (refer note 41) 533,272,752 420,654,163 Insurance 19,711,803 16,451,555 Rates and taxes 9,652,613 32,315,667 Repair and maintenance

Building 16,286,200 13,648,876 Machinery 22,091,940 21,275,809 Others 21,974,007 17,761,041

Advertisement 448,315,966 430,222,367 Business promotion

Award & Rewards 117,730,950 81,885,050 Scholarships 52,984,950 49,037,769 Others 157,837,642 129,901,874

Photocopy and stationery 76,350,514 71,250,949 Test conduction expenses 87,122,958 36,272,177 Security charges 79,738,806 54,627,951 Housekeeping services 114,104,378 76,526,557 Travelling and conveyance 53,714,291 28,765,418 Communication charges 29,702,641 27,039,133 Vehicle expenses 107,575,309 67,073,949 Legal and professional charges (refer note 34) 115,869,058 116,300,247 Membership and subscription 528,144 860,838 Website charges 5,716,303 8,887,207 Loss on sale of assets (net) 8,961,246 4,935,777 Water charges 7,442,905 5,482,985 Postage and courier expenses 21,005,307 22,000,630 Sitting fee 4,200,000 5,600,000 Amount written off - 4,155,556 Provision for doubtful advances/ receivables (net) 2,201,407 1,909,840 Bank charges 1,004,858 1,083,417 Books and periodicals 114,765,900 72,663,110 Donation 9,361,100 5,031,000 Diminution in the value of current investment - 1,445,790 Miscellaneous expenses 16,729,717 14,962,866

2,398,883,491 1,954,902,996

29. (Loss)/ earnings per share

(Loss)/ earnings attributable to equity shareholders (500,497,425) 167,770,038Total number of equity shares outstanding at the beginning of the year (refer note 3) 42,529,927 42,529,927Total number of equity shares outstanding at the end of the period (refer note 3) 42,530,127 42,529,927Weighted average number of equity shares during the period 42,529,927 42,529,927Nominal value of each equity share (Rs.) 10 10

Basic (loss)/ earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (11.77) 3.94Diluted (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.


FIITJEE LIMITED Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018 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.

31. Capital commitments

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) 135,561,782 62,647,589

b) The Company has undertaken to provide continued financial support to its subsidiaries as and when required.

32. Employee benefits

A) Defined benefit plan

Gratuity

Amount recognised as expenses in the Statement of Profit and Loss is determined as under: (Amount in Rs.)

Description Year ended

31 March 2018 Year ended

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

Movement in present value of defined benefit obligation:

(Amount in Rs.)

Description

As at 31 March 2018

As at 31 March 2017

Present value of obligation as at the beginning of the year

208,225,031

188,503,697

Opening balance of merged company - 677,572 Acquisition adjustment (28,850,641) - Current service cost 38,284,641 35,827,624 Past service cost (Vested employees) 52,949,359 Past service cost (Un-vested employees) 282,836 Interest cost 15,605,797 15,134,501 Actuarial loss/(gain) recognised during the year 21,979,550 (19,211,261) Benefits paid (10,810,289) (12,707,102) Present value of obligation as at the end of the year 297,666,284 208,225,031


Movement in fair value of plan assets is as under: (Amount in Rs.)

Description As at

31 March 2018

As at 31 March 2017

Fair value of plan assets as at the beginning 421,626

-

Opening balance of merged company - 387,702 Expected return on plan assets 33,706 33,924 Employer’s contribution - - Actuarial loss on plan assets - - Fair value of the plan assets as at the end of the year 455,332 421,626 Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)Description As at

31 March 2018 As at

31 March 2017

Present value of defined benefit obligation 297,666,284 208,225,031 Fair value of plan assets (455,332) (421,626) Unrecognized past service cost (282,062) - Liability recognised in balance sheet 296,928,890 207,803,405 Break-up of Liability as at the end of the year:

(Amount in Rs.)

Particulars As at

31 March 2018 As at

31 March 2017

Current liability 26,689,065 25,088,016

Non-current liability 270,239,825 182,715,389

Total 296,928,890 207,803,405 For determination of the gratuity liability of the Company, the following actuarial assumptions were used:

(Value in %)

Description As at

31 March 2018 As at

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



Reconciliation of fair value of assets and obligations for the current and past years:

S. No Description 2018 2017 2016 2015 2014

a) Present value of obligation as at the end of period

297,666,284 208,225,031 188,503,697 102,242,379 91,198,902

b) Fair value of plan assets at the end of the period

455,332 421,626 - - -

c) Unrecognized past service cost

282,062 - - - -

d) Surplus 128,786,415 31,716,940 79,840,679 16,161,706 18,296,700

e) Experience adjustment on plan liabilities (loss) / gain

(38,184,692) 1,633,486 (25,444,792) 22,135,665 (10,617,864)

f) Experience adjustment on plan assets (loss) / gain

- - - - -

B) Sincerity

Amount recognised as expense in the Statement of Profit and Loss is determined as under:

(Amount in Rs.)


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

Movement in present value of defined benefit obligation: (Amount in Rs.)

Description

As at 31 March 2018


159,440,474

Current service cost 56,141,166

Interest cost 11,949,551

Actuarial gain recognised during the year (25,201,685) Benefits paid (23,806,310) Present value of obligation as at the end of the year 178,523,196 Assets and liabilities recognised in the balance sheet: (Amount in Rs.) Description As at

31 March 2018 Present value of defined benefit obligation 178,523,196 Fair value of plan assets - Liability recognised in balance sheet 178,523,196


Break-up of liability as at the end of the year: (Amount in Rs.)

Particulars As at 31 March 2018

Current liability 6,973,534

Non-current liability 171,549,662

Total 178,523,196 For determination of the sincerity liability of the Company, the following actuarial assumptions were used:

(Value in %)

Description As at

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

C) Contribution to provident fund*

The Company’s contribution to provident fund during the year was Rs. 61,412,024 (previous year Rs. 57,600,124).

* included in contribution to provident and other fund (refer note 26)



33. Related party disclosures:

“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:

Subsidiary companies at any time during the year: FIITJEE Franchise Network Limited USA Univquest Private Limited Times A & M (India) Limited FIITJEE India W.L.L., Bahrain Megacosm Cognitions Private Limited (formerly known as Incos Trademart Private Limited) w.e.f

26 June 2017) FIITJEE US Inc. (w.e.f 21 September 2017)

Key Management Personnel (KMP) Mr. Dinesh Kumar Goel, Chairman and Managing Director Mr. Kanti Kumar Goyal, Whole Time Director Mrs. Monila Goel, Whole Time Director Mr. Partha Halder, Whole Time Director

Enterprise directly/indirectly under direct control of KMPs at any time during the year (with whom there were transactions during the year/ previous year):

Edfora Edtech Private Limited Edfora Infotech Private Limited FIITJEE Foundation for Education Research and Training Tetrahedron Educational Academy Emmanuel’s Educational Society Srikara Educational Society Vijetha Educational Society Bhargavi Career & Life Trust Kartikeya Career & Life Trust Bhagwan Nityanand Charitable Trust Sri KVR Murthy Charitable Trust FIITJEE Hostel (proprietor Mr. Dinesh Kumar Goel)

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)


Transactions with related parties in the ordinary course of business:

Nature Name of the entity / KMPs Year ended

31 March 2018 (Rs.)

Year ended 31 March 2017

(Rs.)

Transactions during the year

Advertisement expenses Times A & M (India) Limited 355,607,404 350,495,428

Purchase of shares of Times A & M (India) Limited Mrs. Monila Goel - 78,128,678

Mr. Kanti Kumar Goyal - 18,752,254

Mr. Kanti Kumar Goyal (HUF) - 18,752,254

Mr. Dinesh Kumar Goel (HUF) - 18,752,254

Mrs. Lata Goel - 70,175,254

Mr. Dinesh Kumar Goel - 60,850,550

Ms. Bhargavi Goel - 26,568,550

Mr. Kartikeya Goel - 26,568,550

Mrs. Mamta Goel - 17,141

Mr. Narendra Kumar Agrawal - 4,988,031

Mrs. Sarvesh Agrawal - 4,988,031

Reimbursement of expenses received

Emmanuel’s Educational Society 235,422 161,191

Tetrahedron Educational Academy 185,364 152,838

Srikara Educational Society 173,866 138,977

USA Univquest Private Limited 1,301,190 1,721,403

Vijetha Educational Society 13,439 12,462

Edfora Infotech Private Limited 99,015 1,548

Megacosm Cognitions Private Limited 4,609,425 -

Business support income Edfora Infotech Private Limited 20,253,923 2,628,436



31 March 2018 (Rs.)


(Rs.)

Times A & M (India) Limited 500,795 -

Megacosm Cognitions Private Limited 39,220 -

Management fee income FIITJEE India WLL 30,840,795 30,158,520

Edfora Infotech Private Limited - 68,466,393

Edfora Edtech Private Limited 34,687,002 -

Lease rent expenses USA Univquest Private Limited 1,106,006 1,036,394

FIITJEE Foundation for Education Research & Training

20,400,000 20,400,000

Sale of share of FIITJEE India WLL

USA Univquest Private Limited - 27,069

Property, plant and equipment purchase Edfora Infotech Private Limited 988,665 3,202,673

Printing and stationery expense Megacosm Cognitions Private Limited 608,324 -

Purchase of study material Megacosm Cognitions Private Limited 13,986,657 -

Office expenses Edfora Infotech Private Limited 7,060 -

Purchase of shares of FIITJEE US Inc.

FIITJEE US Inc. 6,433,000 -

Content development expense Emmanuel’s Educational Society - 9,500,000

Guarantee commission Mrs. Lata Goel 11,363,018 13,061,092



31 March 2018 (Rs.)


(Rs.)

Interest expense FIITJEE Hostel - 35,728

Mr. Dinesh Kumar Goel - 354

Interest income Megacosm Cognitions Private Limited 9,986,191 -




Loan/ advances given Megacosm Cognitions Private Limited 116,500,000 -


FIITJEE Foundation for Education Research and Training

37,250,670

31,930,123

Emmanuel’s Educational Society 7,100,000 5,160,000

Tetrahedron Educational Academy 2,200,000 4,150,000

Loan/ advances received back FIITJEE Foundation for Education Research and Training 44,200,000 43,202,808





Loan repaid FIITJEE Hostel - 10,435,000

Mr. Dinesh Kumar Goel - 275,000

Rent income Tetrahedron Educational Academy 4,138,140 6,000,778



31 March 2018 (Rs.)


(Rs.)




FIITJEE Foundation for Education Research and Training 3,284,228 3,066,024

Edfora Infotech Private Limited 1,741,306 1,193,363

Times A & M (India) Limited 365,400 365,400


Remuneration paid Mr. Dinesh Kumar Goel

110,888,887 99,999,996

Mr. Kanti Kumar Goyal

5,578,240 5,100,000

Mrs. Monila Goel

38,133,333 12,000,000

Mr. Partha Halder

13,269,310 20,026,907

Mr. Anil Gupta

- 4,140,850

Balance at the year end

Trade payable Times A & M (India) Limited 146,031,408 158,099,648


Interest receivable USA Univquest Private Limited 21,708,721 13,864,877

Loan/ advances receivable USA Univquest Private Limited 412,607,936 290,970,570

FIITJEE Foundation for Education Research and Training 420,458,758 433,448,317

Unsecured loan Mrs. Lata Goel (refer note 5) 580,753,800 580,753,800



31 March 2018 (Rs.)


(Rs.)

Security deposit payable Mr. Partha Halder 199,732 199,732

Advance recoverable in cash or in kind for value to be received

Bhagwan Nityanand Charitable Trust 12,764 12,764

Bhargavi Career & Life Trust 464,760 464,760

FIITJEE Franchise Network Limited 13,831,964 13,831,964

Kartikeya Career & Life Trust 464,790 464,790

Sri KVR Murthy Charitable Trust 12,580 12,580


Vijetha Educational Society - 12,462

Edfora Infotech Private Limited 2,472,216 -

Guarantee commission payable Mrs. Lata Goel 2,496,976 2,589,262

Trade receivable FIITJEE India WLL 4,444,577 12,668,077


Rent receivable Tetrahedron Educational Society - 2,024,154

34. Payment to auditors (included in legal and professional charges)


(Rs.)


(Rs.)

As auditors

Statutory audit fee* 6,000,000 5,700,000

Tax audit fee* 300,000 300,000 * excluding goods and service tax/ service tax and out of pocket expenses

35. 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.


36. Under the Income-tax Act 1961, for Transfer Pricing transaction introduced with effect from 1 April 2012, the Company is required to use specified methods for computing arm’s length price in relation to transactions with its associated enterprises. Further, Company is required to maintain prescribed information and documents in relating to such transactions. The appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class of associated persons, functions performed and other factors, which have been prescribed. The Company is in the process of conducting a transfer pricing study for the current financial year. Based on the preliminary study for the current year and completed study for the financial year ended 31 March 2017, the management is of the view that the same would not have a material impact on the tax expenses provided for in these financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

37. Contingent liabilities:

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.


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.

38. Foreign currency transactions:

Earning in foreign currency

Description Year ended 31 March 2018

(Rs.)


(Rs.) Management fee 116,328,867 72,798,734 116,328,867 72,798,734

Expenditure in foreign currency


(Rs.)


(Rs.) Foreign travel 16,211,317 3,337,024 16,211,317 3,337,024

39. Employee Stock Option Scheme:

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 The details of the scheme are as under:

Vesting Date Maximum number (percentage) of options that shall vests 12 months from the grant date 20 % (Twenty Percent) 24 months from the grant date 35 % (Thirty Five Percent) 36 months from the grant date 45 % (Forty Five Percent)


Details of outstanding options and the expenses recognized under the employee’s stock option scheme is as under:

Particulars Year ended 31 March 2018


Number of options outstanding 827,396 827,596 Exercisable at the end of the year 827,396 827,596 Exercise price (Rs. per option) 258.64 258.64 Fair value as on grant date (Rs. per share) 258.64 258.64

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.

Particulars Amount in Rs. Property, plant and equipment and intangibles 4,552,020 Investments 60,000 Loans and advances 22,580,912 Total assets (A) 27,192,932 Total liabilities (B) 16,339,628 Net assets (A-B) 10,853,304

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:


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

Particulars Amount in Rs. Property, plant and equipment 2,962,267 Inventory 13,097,773 Trade receivable 21,023,340 Cash and bank 7,609,546 Loans and advances 38,629,503 Total assets (A) 83,322,429 Total liabilities (B) 101,241,534 Net liabilities (B-A) 17,919,105 Purchase consideration 132,100,000 Profit on slump sale 150,019,105

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.

Particulars Amount (in Rs.) Assets taken over 34,032,135 Liabilities taken over 93,955,471 Net worth as on 1 April 2015 (59,923,336) Purchase consideration 50,600,002 Goodwill on amalgamation 110,523,338


e) On the date of appointment date, adjustment on account of amalgamation is explained below: -

Particulars Amount (in Rs.) Reversal of provision for other than temporary diminution in value of investment in the shares of the transferor company (net of deferred tax Rs. 17,511,648) 33,088,352 Reversal of provision for doubtful advance recorded in respect of loan given to the transferor company (net of deferred tax Rs. 38,103,408) 71,996,592 Loss incurred by transferor company during financial year 2015-16 (50,965,867) Impairment of goodwill on investment as of the appointed date of merger* (50,600,000) Amortization of goodwill on amalgamation and brand asset for the year 31 March 2016 (20,105,506) Amalgamation adjustment (16,586,429)

* Impairment to the extent of provision for diminution in investment is recorded 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 Neeraj Goel D.K.Goel Partha Halder Partner Managing Director Whole-time Director Membership No.: 099514 DIN No. 01449629 DIN No. 02728905 Place: Houston (USA) Place: New Delhi Place: New Delhi Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018 Anuradha Aggarwal Rajeev Babbar Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi Date: 29 August 2018 Date: 29 August 2018

Independent Auditor’s Report

To the Members of FIITJEE Limited

Report on the Consolidated Financial Statements

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. Management’s Responsibility for the Consolidated Financial Statements

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

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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. Report on Other Legal and Regulatory Requirements

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.


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 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. Management’s Responsibility for Internal Financial Controls

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 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. Inherent Limitations of Internal Financial Controls over Financial Reporting

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. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013 Neeraj Goel Partner Membership No. 099514 Place: Houston (USA) Date: 29 August 2018

FIITJEE LIMITEDConsolidated Balance Sheet as at 31 March 2018

Note As at As at31 March 2018 31 March 2017

(Rs.) (Rs.)Equity and liabilitiesShareholders' fundsShare 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 liabilitiesLong-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 liabilitiesShort-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 AssetsNon-current assetsProperty, 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 assetsCurrent 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 DirectorsChartered AccountantsFirm Registration No.: 001076N/N500013

Neeraj Goel D.K. Goel Partha HalderPartner Managing Director Whole-time DirectorMembership No.: 099514 DIN - 01449629 DIN -02728905


Anuradha Aggarwal Rajeev BabbarCompany Secretary Chief Financial Officer


Note Year ended Year ended31 March 2018 31 March 2017

(Rs.) (Rs.)IncomeRevenue from operations 25 6,169,878,003 5,431,176,228 Other income 26 83,425,184 152,810,008

6,253,303,187 5,583,986,236

ExpensesCost 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

Profit before tax and minority interest (963,637,288) 142,613,258 Tax expense

Current tax (including earlier years) 11,122,407 22,855,536 MAT credit entitlement - (8,003,593) Deferred tax (credit) /charge (168,105,784) 7,698,122

Profit for the year before minority interest (806,653,911) 120,063,193

Minority interest - 2,572,428

Profit for the year (806,653,911) 117,490,765

Earning per equity share Basic and diluted (Rs.) 32 (18.97) 2.76

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






FIITJEE LIMITEDConsolidated Statement of Profit and Loss for the year ended 31 March 2018


(Rs.) (Rs.)A. CASH FLOW FROM OPERATING ACTIVITIES:(Loss)/profit before tax (963,637,289) 140,040,830 Adjustment for :Depreciation and amortisation 264,644,475 228,506,793 Finance costs 56,505,896 51,925,394 Liabilities/ provisions written back (32,019,627) (68,707,455) Provision for doubtful advances/receivable 2,209,547 2,094,765 Amount written off - 4,155,556 Interest income (13,132,661) (20,589,871) Dividend income (23,127,701) (41,618,256) Diminution in the value of current investment - 1,855,817 Profit on sale of investments (3,395,095) (1,993,107) Loss on sale of property, plant and equipment (net) 10,677,798 4,961,695 Operating (loss)/profit before working capital changes (701,274,657) 300,632,161 Adjustment for :Increase in inventories (7,069,294) (2,363,339) (Increase)/decrease in trade receivables (87,226,015) 218,349,746 Increase in short-term and long-term loans and advances (202,772,171) (50,212,722) Increase in trade payable 130,015,684 87,501,882 (Decrease)/increase in other current and long-term liabilities (404,258,836) 463,504,296 Increase in short-term and long-term provisions 386,769,317 46,296,975 Cash (used in)/ generated from operating activities (885,815,971) 1,063,708,999 Income taxes paid (55,412,329) (96,209,366) Net cash (used in)/generated from operating activities (941,228,300) 967,499,633

B. CASH FLOW FROM INVESTING ACTIVITIES:Interest income received 14,480,636 28,143,532 Dividend received 23,127,701 41,618,256

advance, capital work in progress and creditor for capital good)Proceeds from sale of property, plant and equioment 4,164,292 1,591,565 Investments in fixed deposits (771,472) (193,699,962) Redemption of fixed deposits 78,403,997 206,011,184 Loans and advance to related parties (net) 11,118,076 12,432,282 Investments in mutual funds - (4,185,118,256) Disposal of mutual funds 1,253,012,964 3,801,592,113 Net cash generated from/(used in) investing activities 850,965,466 (1,085,608,358)

FIITJEE LIMITEDConsolidated cash flow statement for the year ended 31 March 2018

Purchase of property, plant and equioment and intangibles (includes capital (532,570,727) (798,179,072)


FIITJEE LIMITEDConsolidated cash flow statement for the year ended 31 March 2018 (cont'd)


(Rs.) (Rs.)C. CASH FLOW FROM FINANCING ACTIVITIESInterest paid (56,829,053) (57,933,898) Proceeds from issue of share capital 51,728 - Proceeds from long-term borrowings 200,000,000 - Repayment of long-term borrowings (37,831,563) (31,813,756) Proceeds/(repayment) in short-term borrowings (net) 82,306,690 (162,974,302) Net cash generated from/(used in) financing activities 187,697,802 (252,721,956) Net increase/(decrease) in cash and cash equivalents 97,434,967 (370,830,681)

Cash and cash equivalents at the beginning of the year 130,500,820 503,437,785 Less: adjustment on account of disposal of subsidiary in demerger (refer note 44) (6,805,587) - Exchange fluctuation adjustment 3,952,790 (2,106,284) Cash and cash equivalents at the end of the year 225,082,990 130,500,820

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







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.

2. Basis of consolidation and preparation of consolidated financial statements

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.

ii) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. The consolidated financial statements of the Group have been prepared in accordance with Accounting Standard 21 ‘Consolidated Financial Statements’. 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


bearing on the true and fair view of the consolidated financial statements has not been disclosed in the consolidated financial statements.

3. Significant accounting policies

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.

ii) 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.

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. Sale of tablets and accessories Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods are transferred to the customer and there is no uncertainty on collections, is stated net of taxes and sales returns. 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.


iii) Property, plant and equipment 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.

v) Capital work in progress

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.

vi) Goodwill on consolidation 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.

vii) Depreciation and amortisation 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.


ix) Foreign currency transactions

i) Relating to Overseas entities Indian Rupee (Rs.) is the reporting currency for the Group. However, reporting currencies of certain non-integral overseas subsidiaries are different from the reporting currency of the Group. The translation of local currencies into Indian Rupee is performed for assets and liabilities (excluding share capital, operating reserve and surplus), using the exchange rate as at the reporting date. 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.

ii) Relating to Indian entities 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.

x) Earnings /(loss) per equity share

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

Tax expense comprises current income tax and deferred tax.

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.

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.

xiii) Employee benefits

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.

Other short-term benefits 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. Employee stock option plan (ESOP) 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 Group 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.


xiv) Impairment of assets

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.

xv) Contingent liabilities and provisions

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.

xvi) Cash and cash equivalents

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.


(Rs.) (Rs.)4. Share capitalAuthorised share capital58,500,000 (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

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

Equity shares Number of shares Amount (Rs.) Number of shares Amount (Rs.)Equity sharesBalance 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

b) Details of shareholders holding more than 5% shares in the Company

Number of shares % holding Number of shares % holdingName of shareholder

Mr. Dinesh Kumar Goel 27,299,970 64.19% 27,299,970 64.19%Mr. Kanti Kumar Goyal 4,274,600 10.05% 4,274,600 10.05%Mrs. Lata Goel 2,325,693 5.47% 2,325,693 5.47% Matrix Partners India Investment Holdings, LLC (Series "A" equity shares)

3,866,357 9.09% 3,866,357 9.09%

The above information is furnished as per the shareholder register as at reporting date.

c) Rights/preferences/restrictions attached to equity shares

5. Reserves and surplus

Capital reserve 22,167 22,167 Share premium account

Balance as at the beginning of the year 961,330,875 961,330,875 Less: Demerger adjustment (refer note 44) (10,853,304) - Add: premium on shares issued during the year 49,728 Balance as at the end of the year 950,527,299 961,330,875

Statutory reserve 1,571,640 1,571,640

Foreign currency translation reserve Balance as at the beginning of the year (186,393) 1,919,891 Add: Adjustment during the year 3,952,790 (2,106,284) Balance as at the end of the year 3,766,396 (186,393)

Deficit in statement of profit and loss Balance as at the beginning of the year (268,045,975) (370,132,691) Add: amalgamation adjustment (refer note 43) - (15,404,049) Add: Demerger adjustment (refer note 44) (10,110,346) - Add: (loss) /profit for the year (806,653,911) 117,490,765 Balance as at the end of the year (1,084,810,232) (268,045,975)

(128,922,730) 694,692,314

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.

FIITJEE LIMITED

(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration other than cash)

Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at31 March 2018

As at31 March 2017

The Company has only two class of equity shares i. e. "Equity Shares" & "Series A Equity Shares" having a nominal par value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company after setting all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at31 March 2018

As at31 March 2017

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.



(Rs.) (Rs.) 6. 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 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)

Note (C)

7. Other long-term liabilities

Security deposit 8,203,458 8,352,622 Sincerity 999,434 872,592 Rent equalisation reserve 76,296,378 77,086,350

85,499,270 86,311,564

8. Long term-provisions

Provision for gratuity (refer note 35) 308,546,771 188,479,147 Provision for sincerity (refer note 35) 198,803,971 - Indemnity provision 2,257,945 1,452,156

509,608,687 189,931,303

9. Short-term borrowings

Secured loanBank overdraft (refer note A below) 155,099,472 72,792,782

155,099,472 72,792,782

Note A:

(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

(iii) Equitable Mortgage of the piece and parcel to Tara Apartment in Dhanbad.

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:

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.

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


a). Primary security charge on current assets and fixed assets (excluding land and building) of the company.


(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.))

2. ICICI Bank overdraft facility with overdraft limit of Rs. 30 crores @ 9% p.a. against security charge as per note 6(A)

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.


(Rs.) (Rs.)

10. Trade payables

Payable to micro, small and medium enterprises* - - Payable other than micro, small and medium enterprises 440,985,701 351,359,427

440,985,701 351,359,427

*Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”) as at 31 March 2018 and 31 March 2017:

Amount (Rs.) Amount (Rs.) Nil Nil Nil Nil Nil Nil

Nil Nil Nil Nil

11. Other current liabilities

Current maturities of long-term borrowing (refer note 6) 42,231,059 36,195,260 Statutory dues 140,555,578 56,791,838 Income received in advance (refer note 49) 1,823,904,965 2,555,479,096 Creditors for capital goods 151,654,283 63,695,438 Rent equalisation reserve 30,106,748 17,615,786 Retention money 17,225,135 11,119,968 Interest accrued on loan from bank 1,169,373 1,400,244 Guarantee commission payable 2,496,976 2,589,262 Book overdraft 24,817,944 5,863,020 Other liabilities 100,963,698 65,722,513

2,335,125,759 2,816,472,425

12. Short-term provisions

Provision for employee benefitsProvision for gratuity (refer note 35) 31,265,008 25,311,641 Provision for sincerity (refer note 35) 8,101,967 24,974,544 Provision for compensated absences 204,421,232 126,413,571

243,788,207 176,699,756

Particulars

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.

i) the principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year;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 the iii) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed 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; andv)the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.




13 (A). Property, plant and equipment

Particulars Land Buildings Office and

electrical equipments

Leasehold improvements

Furnitures and fixtures

Computer Motor Vehicles Total

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

Additions 54,035,400 14,192,539 89,331,689 200,412,702 45,456,564 18,978,169 14,178,910 436,585,973 Disposals/adjustment - - (2,216,451) (12,618,891) (2,095,616) (42,000) (3,371,776) (20,344,734) As at 31 March 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

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

As at 1 April 2017 - 26,385,293 310,164,298 547,746,935 124,500,392 65,546,760 47,206,060 1,121,549,739 Charge for the year - 5,237,616 57,250,205 131,230,375 27,748,519 11,659,386 10,440,948 243,567,049 Disposals/adjustment# - - (19,118,811) (312,560) (11,191,497) (13,691,194) (3,704,517) (48,018,579) Demerger adjustment (refer note 44) - - - - (2,198) (3,126) - (5,324) Inter block transfer## - - 233,738 (14,055,082) 12,378,574 1,504,021 - 61,251 Balance as on appointed date transferred in demerger (refer note 44) - - (23,690) (409,951) (14,800) (967,214) - (1,415,655)

As at 31 March 2018 - 31,622,909 348,505,741 664,199,717 153,418,990 64,048,633 53,942,491 1,315,738,481

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

(B) Capital work in progress As at 31 March 2017 18,433,838 As at 31 March 2018 52,873,593

#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.


14. Intangibles

Particulars Software Brand Goodwill on

amalgamation ##

Total Goodwill on consolidation

Gross block As at 1 April 2016 127,653,827 - - 127,653,827 318,953,442

Impact of merger - 393,173 110,523,338 110,916,511 - Additions 1,181,638 - - 1,181,638 309,408,655 As at 31 March 2017 128,835,465 393,173 110,523,338 239,751,976 628,362,098

As at 1 April 2017 128,835,465 393,173 110,523,338 239,751,976 628,362,098 Additions 982,398 - - 982,398 - Demerger adjustment (refer note 44) (37,800) - - (37,800) (356,379) Inter block transfer# (59,556) - - (59,556) - Balance as on appointed date transferred in demerger (refer note 44) (167,320) - - (167,320) -

As at 31 March 2018 129,553,187 393,173 110,523,338 240,469,698 628,005,719

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

As at 1 April 2017 127,016,547 250,985 90,548,892 217,816,424 58,538,828 Charge for the year 960,792 142,188 19,974,446 21,077,426 - Demerger adjustment (refer note 44) (8,723) - - (8,723) - Inter block transfer# (61,251) - - (61,251) - Balance as on appointed date transferred in demerger (refer note 44) (73,888) - - (73,888) -

As at 31 March 2018 127,833,477 393,173 110,523,338 238,749,988 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

#pertains to assets reclassified within blocks on account of physical verification.## as stated in note 43(e) the amount represents the impairment and amortisation of goodwill on amalgamation during the financial year 2015-16.

15. Non-current investmentsLong-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 1,418,507Less: Provision for other than temporary diminution in value of investment (1,418,507) (1,418,507)

- - - -

Aggregate amount of quoted investments at cost 1,418,507 1,418,507Aggregate provision for diminution in value of investments 1,418,507 1,418,507

* Equity shares of Rs. 10 each, unless otherwise stated.** Market Value of the Quoted Investments as on 31 March 2018 is Nil


(Rs.) (Rs.)16. Deferred tax assets (net)

Deferred tax liability on account of:Timing difference on depreciation and amortisation 174,152 3,208

174,152 3,208 Deferred tax assets on account of:

On employee benefit expenses 185,186,936 80,309,910 Rent equalisation reserve 36,654,498 32,607,427 Provision for doubtful advances/receivables 113,587,612 113,137,873 Timing difference on depreciation and amortisation 92,791,632 34,012,228

428,220,678 260,067,438 428,046,526 260,064,230

17. Long-term loans and advances(Unsecured considered good, unless otherwise stated)

Unsecured, considered good Prepaid taxes recoverable (net of provisions) 499,950,210 463,680,399 Minimum alternate tax credit entitlement 49,971,360 41,951,249 Recoverable from Income tax department (refer note A below) 67,700,000 - Advance to related parties* 193,282,660 218,272,219 Advance to staff 3,000,000 3,000,000 Security deposits 266,080,019 201,521,511 Amount given towards share capital, pending share transfer (refer note 38) 21,900,000 21,900,000 Capital advances 95,690,820 59,164,783

1,197,575,069 1,009,490,161 Unsecured, considered doubtful

Advance to related parties* 202,176,098 202,176,098 Security deposits 15,943,040 12,831,633 Capital advances 6,384,307 6,384,307 Service tax receivable 55,950,610 55,950,610

280,454,055 277,342,648 Less: provision for doubtful advance (280,454,055) (277,342,648)

1,197,575,069 1,009,490,161 * refer note 37

Note A:

18. Other non-current asset

Fixed deposit with maturity more than 12 months* (refer note 22) 771,472 75,000771,472 75,000

* previous year amount of Rs. 75,000 represents lien with Kerala VAT department against registration


As at31 March 2018

As at31 March 2017

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



(Rs.) (Rs.)

19. Current investments

Investment in mutual fund (quoted)*Nil (Previous year 506,455) units of Birla Sun Life Saving Fund Collection - 50,796,046 Nil (Previous year 3,998,410) units of DHFL Pramerica Low Duration Fund (Liquid Plus Fund) - 40,092,454 Nil (Previous year 493,307) units of ICICI Prudential Short Term Fund - Direct Growth - 16,446,000 Nil (Previous year 675,176) units of ICICI Prudential Saving Fund - DD - 68,135,622 Nil (Previous year 2,532,778) units of ICICI Prudential Ultra Short Term Fund - 25,597,263 Nil (Previous year 2,408,286) units of Birla Sun Life Floting Rate Term Plan - 241,772,163 Nil (Previous year 79,231) units of Kotak Low Duration Fund - Direct Growth Option - 160,000,000 Nil (Previous year 11,537,821) units of JM Financial High Liquidity Fund Scheme - 120,341,777 Nil (Previous year 69,559,818) units of Franklin Templeton Ultra Short Bond Fund - 700,071,639

- 1,423,252,964

Aggregate amount and market value of quoted investments - 1,424,992,895 * stated at lower of cost and fair value determined on an individual investment basis

20. Inventories(Valued at lower of cost or net realisable value)

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

21. Trade receivables

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

Cash and cash equivalentsCash in hand 1,142,818 1,502,232 Cheques/drafts in hand 100 200 Balances with banks

In current accounts with scheduled banks 120,008,733 128,120,552 Fixed deposits with maturity of less than 3 months 128,749,282 6,740,856

249,900,933 136,363,840 Other bank balances

Fixed deposits with maturity of more than 3 months and less than 12 months 117,625,027 196,029,024 Fixed deposit with maturity of more than 12 months 771,472 75,000

368,297,433 332,467,864 (771,472) (75,000)

367,525,961 332,392,864

23. Short-term loans and advances (Unsecured, considered good, unless otherwise stated)

Loans and advances recoverable in cash or in kind or for value to be receivedAdvance to related parties (refer note 37) 29,862,993 15,991,510 Advance to others (considered doubtful Rs. 2,342,891 , previous year Rs. 2,342,891) 633,470,999 621,808,260 Advances to staff (considered doubtful Rs. 6,042,935 , previous year Rs. 6,042,935) 15,571,823 10,501,874 Prepaid expenses 11,147,367 12,519,458 Advance to suppliers 22,986,054 19,611,993 Cenvat recoverable 62,002,761 42,790,083

775,041,997 723,223,178 Less: Provision for doubtful advance (8,385,826) (8,385,826)

766,656,171 714,837,352

24. Other current assets

Interest receivable 3,101,897 4,483,518 Unbilled receivables 29,527,094 -

32,628,991 4,483,518


Less: Fixed deposit with maturity of more than 12 months classified as other non-current asset (refer note 18)

Outstanding for more than six months from the date they became due for payment :



(Rs.) (Rs.)25. Revenue from operations

Operating revenueTuition 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 revenueAdmin 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

27. Cost of materialCost of books and courseware 350,214,281 114,027,354 Purchase of tablets and accessories - 65,846,340

350,214,281 179,873,694

28. Change in inventories

Opening stockBooks 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)

29. Employee benefit expenses

Salaries and wages* 3,771,526,123 2,644,351,075 Contribution to provident and other funds 79,439,610 68,866,375 Staff welfare 451,816,389 309,069,565

4,302,782,122 3,022,287,015

*includes prior period expense amounting to Rs. 139,414,529

30. Finance cost

Interest onTerm loan 29,038,773 31,010,755 Cash credit limit 11,237,367 872,933 Loan from related parties - 36,082 Others 1,360,988 6,918,807

Other borrowing costProcessing fee 3,505,750 25,725 Guarantee commission to related party 11,363,018 13,061,092

56,505,896 51,925,394




(Rs.) (Rs.)31. Other expenses

Power and fuel 147,260,541 118,644,104 Rent (refer note 40) 541,215,648 424,801,465 Insurance 21,961,834 17,254,657 Rates and taxes 12,217,428 36,950,736 Repair and maintenance

Building 16,286,200 13,648,876 Machinery 22,570,891 21,770,695 Others 23,089,330 19,088,500

Advertisement 220,129,429 388,228,502 Business promotion 331,077,365 266,131,738 Photocopy and stationery 76,850,579 72,465,723 Test conduction expenses 87,149,358 36,710,179 Security charges 82,348,964 56,847,288 Housekeeping services 119,293,396 80,877,335 Travelling and conveyance 55,767,278 31,376,874 Communication charges 32,826,420 28,713,018 Vehicle expenses 115,428,243 68,157,486 Legal and professional charges 126,153,569 125,119,391 Membership and subscription 528,144 860,838 Website charges 5,828,438 9,778,271 Loss on sale of property, plant and equipment (net) 10,677,798 4,961,695 Water charges 7,481,755 5,482,985 Postage and courier expenses 32,126,576 22,043,469 Directors' sitting fee 4,200,000 5,600,000 Amount written off - 4,155,556 Provision for doubtful advances/ receivables (net) 2,209,547 2,094,765 Diminution in the value of current investment - 1,855,817 Bank charges 1,159,065 1,280,812 Books and periodicals 125,914,781 74,628,379 Donation 10,361,100 5,031,000 Miscellaneous expenses 17,749,318 16,583,267

2,249,862,995 1,961,143,421

32. Earnings /(loss) per share

(Loss) /earning attributable to equity shareholders (806,653,911) 117,490,765 Total number of equity shares outstanding at the beginning of the year (refer note 4) 42,529,927 42,529,927Total number of equity shares outstanding at the end of the year (refer note 4) 42,530,127 42,529,927Weighted average number of equity shares during the year 42,529,927 42,529,927Nominal value of each equity share (Rs.) 10 10

Basic (loss) /earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (18.97) 2.76Diluted (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.

34. Capital commitments

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.

35. Employee benefits

A) Defined benefit plan

Gratuity Amount recognised as expenses in the consolidated statement of profit and loss is determined under:

(Amount in Rs.) Description Year ended

31 March 2018 Year ended

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

Movement in present value of defined benefit obligation:

(Amount in Rs.) Description As at

31 March 2018 As at

31 March 2017 Present value of obligation as at the beginning of the year 214,212,414 191,987,052 Opening balance of merged company - 677,572 Acquisition/slump sale adjustment (949,759) - Current service cost 45,105,290 36,963,686 Past service cost (Vested employees) 53,072,491 - Past service cost (Un-vested employees) 282,836 - Interest cost 18,229,253 15,412,971 Actuarial loss/(gain) recognised during the year 22,816,765 (17,884,303) Benefits paid (12,220,117) (12,944,564) Present value of obligation as at the end of the year 340,549,173 214,212,414


Movement in fair value of plan assets is as under:

(Amount in Rs.)

Description As at

31 March 2018 As at

31 March 2017

Fair value of plan assets as at the beginning 421,626 -

Opening balance of merged company - 387,702 Expected return on plan assets 33,706 33,924 Fair value of the plan assets as at the end of the year 455,332 421,626

Assets and liabilities recognised in the balance sheet:


31 March 2018 As at

31 March 2017 Present value of defined benefit obligation 340,549,173 214,212,414

Fair value of plan assets (455,332) (421,626) Unreognized past service cost 282,062 -

Liability recognised in balance sheet 339,811,779 213,790,788

Break-up of present value of defined benefit obligation as at the end of the year:


31 March 2018 As at

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

31 March 2018 As at

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

2018 31 March

2017 31 March

2016 31 March

2015 31 March

2014 a) Present value of

obligation as at the end of period

340,549,173

214,212,414

192,664,623

105,836,177

92,287,747

b) Fair value of plan assets at the end of the period

455,332

421,626

387,702

357,824

-

c) Experience adjustment on plan Liabilities (loss) / gain

(39,298,186)

669,173

(25,206,899)

22,971,585

(10,607,349)

d) Experience adjustment on plan Assets (loss) / gain

-

-

(1,521) -

-

B) Sincerity Amount recognised as expenses in the Statement of Profit and Loss is determined as under:

(Amount in Rs.)


31 March 2018 Past service cost 15,933,097 Current service cost 64,875,352 Interest cost 12,320,432

u Actuarial (gain) recognised during the year (24,135,140) Amount recognised in the statement of profit and loss 68,993,741

Movement in present value of defined benefit obligation: (Amount in Rs.)

Description

As at 31 March 2018


164,389,073

Past service cost 15,933,097 u Current service cost 64,875,352

Interest cost 12,320,432

Actuarial (gain) recognised during the year (24,135,140)

Benefits paid (26,476,876) Present value of obligation as at the end of the year 206,905,938 Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)Description As at

31 March 2018 Present value of defined benefit obligation 206,905,938 Fair value of plan assets - Liability recognised in balance sheet 206,905,938


Break-up of liability as at the end of the year:

(Amount in Rs.)

Particulars As at 31 March 2018

Current liability 8,101,967

Non-current liability 198,803,971

Total 206,905,938 For determination of the gratuity liability of the Company, the following actuarial assumptions were used:

(Value in %)

Description As at

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

C) Contribution to provident fund*

The group’s contribution to provident and other funds during the year is Rs. 69,882,554 (previous year Rs. 59,848,968)

* included in contribution to provident and other funds (refer note 28)

36. Investment in subsidiaries Consolidation financial statements comprise the financial statements of FIITJEE Limited and its subsidiaries during the year ended 31 March 2018 are listed below:

Name of Subsidiary Country of Incorporation

Ownership Interest 31 March 2018

Ownership Interest 31 March 2017

Times A & M (India) Limited India 100% 100% FIITJEE India W.L.L. Bahrain Bahrain 100% 100% FIITJEE Franchise Network Limited India 100% 100% USA Univquest Private Limited India 100% 100% Megacosm Cognitions Private Limited India 100% - FIITJEE UAE Institute Limited* UAE - 100% Edfora Infotech Private Limited** India - 100% FIITJEE US Inc.* USA 100% -

* not required to be audited under the Statutory provisions of the country of incorporation ** refer note 44


37. Related party disclosures:

“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:

Key Management Personnel (KMP) Mr. Dinesh Kumar Goel, Chairman and Managing Director Mr. Kanti Kumar Goyal, Director Mrs. Monila Goel, Director Mr. Partha Haldar, Director

Enterprise directly/indirectly under direct control of KMPs at any time during the year (with whom there were transactions during the current / previous year):

FIITJEE Foundation for Education Research and Training Tetrahedron Educational Academy Emmanuel’s Educational Society Srikara Educational Society Vijetha Educational Society Bhargavi Career & Life Trust Kartikeya Career & Life Trust Bhagwan Nityanand Charitable Trust Sri KVR Murthy Charitable Trust Mr. Dinesh Kumar Goel (HUF) Mr. Kanti Kumar Goyal (HUF) FIITJEE Hostel (proprietor Mr. Dinesh Kumar Goel) Edfora Edtech Private Limited Edfora Infotech Private Limited

Relative of KMPs (with whom there were transactions during the current / 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) 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)

Transactions with related parties in the ordinary course of business:


31 March 2018 (Rs.)


(Rs.)

Transactions during the year

Advertisement receipts FIITJEE Foundation for Education Research and Training

23,480 500,200



31 March 2018 (Rs.)


(Rs.)

Purchase of shares of Times A & M (India) Limited

Mrs. Monila Goel - 78,128,678

Mr. Kanti Kumar Goyal - 18,752,254

Mr. Kanti Kumar Goyal (HUF) - 18,752,254

Mr. Dinesh Kumar Goel (HUF) - 18,752,254

Mrs. Lata Goel - 70,175,254

Mr. Dinesh Kumar Goel - 60,850,550

Ms. Bhargavi Goel - 26,568,550

Mr. Kartikeya Goel - 26,568,550

Mrs. Mamta Goel - 17,141

Mr. Narendra Kumar Agrawal - 4,988,031

Mrs. Sarvesh Agrawal - 4,988,031

Reimbursement of expenses received




Vijetha Educational Society 13,439 12,462

Edfora Infotech Private Limited 99,015 -

Business support income Edfora Infotech Private Limited 20,253,923 -

Management fee income Edfora Edtech Private Limited 34,687,002 -

Lease rent expenses FIITJEE Foundation for Education Research & Training

20,400,000 20,400,000



31 March 2018 (Rs.)


(Rs.)

Content development expense Emmanuel’s Educational Society 10,000,000 9,500,000

FIITJEE Foundation for Education Research & Training

19,000,000 -

Fixed asset purchase Edfora Infotech Private Limited 988,665 -

Office expenses Edfora Infotech Private Limited 7,060 -

Guarantee commission paid Mrs. Lata Goel 11,363,018 13,061,092

Interest expense FIITJEE Hostel - 35,728

Mr. Dinesh Kumar Goel - 354

Interest income Emmanuel’s Educational Society 347,327 311,163


Loan/ advances given FIITJEE Foundation for Education Research and Training

37,250,670

31,930,123



Loan/ advances received back FIITJEE Foundation for Education Research and Training 44,200,000 43,202,808



Loan repaid FIITJEE Hostel - 10,435,000

Mr. Dinesh Kumar Goel - 275,000



31 March 2018 (Rs.)


(Rs.)

Rent income Tetrahedron Educational Academy 4,138,140 6,000,778



FIITJEE Foundation for Education Research and Training

3,284,228 3,066,024


Remuneration paid Mr. Dinesh Kumar Goel

110,888,887 99,999,996

Mr. Kanti Kumar Goyal

5,578,240 5,100,000

Mrs. Monila Goel

39,213,333 13,080,000

Mrs. Mamta Goel

165,600 165,600

Mr. Partha Haldar

13,269,310 20,026,907

Mr. Anil Gupta

- 4,140,850

Balance at the year end

Trade receivable FIITJEE Foundation for Education Research and Training 2,156,857 2,320,211

Loan/ advances receivable FIITJEE Foundation for Education Research and Training

420,458,758 433,448,317

Unsecured loan Mrs. Lata Goel (refer note 10) 580,753,800 580,753,800

Security deposit payable Mr. Partha Haldar 199,732 199,732

Advance recoverable in cash or in kind for value to be received

Bhagwan Nityanand Charitable Trust

12,764 12,764

Bhargavi Career & Life Trust 464,760 464,760



31 March 2018 (Rs.)


(Rs.)

Kartikeya Career & Life Trust 464,790 464,790

Sri KVR Murthy Charitable Trust 12,580 12,580

Vijetha Educational Society - 12,462


Guarantee commission payable Mrs. Lata Goel 2,496,976 2,589,262

Rent receivable Tetrahedron Educational Society - 2,024,154

38. Contingent liabilities and other litigations

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.


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.

39. Employee Stock Option Scheme:

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 March 2018 for a period of 10 years i.e. up to 31 March 2028 The details of the scheme are as under:

Vesting Date Maximum number (percentage) of options that shall vests 12 months from the grant date 20 % (Twenty Percent) 24 months from the grant date 35 % (Thirty Five Percent) 36 months from the grant date 45 % (Forty Five Percent)

Details of outstanding options and the expenses recognized under the employee’s stock option scheme is as under:

Particulars Year ended 31

March 2018 Year ended

31 March 2017 Number of options outstanding 827,396 868,000 Exercisable at the end of the year 827,396 868,000 Exercise price (Rs. per option) 258.64 258.64 Fair value as on grant date (Rs. per share) 258.64 258.64

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 minus Total Liabilities

Share in profit or loss

As % of consolidated net assets

Amount in Rs. As % of consolidated profit or loss

Amount in Rs

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 Limited

(0.99%) (2,933,257) 0.22% (1,767,694)

USA Univquest Private Limited 0.10% 282,773 11.93% (96,237,818) Megacosm Cognitions Private Limited

(24.76%) (73,371,334) 3.44% (27,722,792)

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)


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.

Particulars Amount (in Rs.) Assets taken over 34,032,135 Liabilities taken over 93,955,471 Net worth as on 1 April 2015 (59,923,336) Purchase consideration 50,600,002 Goodwill on amalgamation 110,523,338

e) On the appointed date, adjustment on account of amalgamation is explained below: -

Particulars Amount (in Rs.)

Goodwill on amalgamation 110,523,338 Brand asset acquired 393,173 Impairment of goodwill on investment as of the appointed date of merger* (50,600,002) Amortization of goodwill on amalgamation and brand asset for the year 31 March 2016 (20,105,502) Reversal of deferred tax on provision for other than temporary diminution in value of investment in the shares of the transferor company (17,511,648) Reversal of deferred tax on of provision for doubtful advance recorded in respect of loan given to the transferor company (38,103,408) Amalgamation adjustment (15,404,049) * Impairment to the extent of provision for diminution in investment is recorded


44. 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.

Particulars Amount in Rs. Property, plant and equipment and intangibles 4,552,020 Investments 60,000 Loans and advances 22,580,912 Total assets (A) 27,192,932 Total liabilities (B) 16,339,628 Net assets (A-B) 10,853,304

45. Payment to auditors (included in legal and professional charges)


(Rs.)


(Rs.)

As auditors

Statutory audit fee* 7,475,000 7,050,000

Tax audit fee* 425,000 450,000 * excluding goods and service tax/ service tax and out of pocket expenses

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.


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.

50. Foreign currency transactions:

Earning in foreign currency


(Rs.)


(Rs.) Management fee 85,488,072 42,640,213 85,488,072 42,640,213

Expenditure in foreign currency


(Rs.)


(Rs.) Foreign travel 16,211,317 3,337,024 16,211,317 3,337,024



51. 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 Neeraj Goel D.K.Goel Partha Halder Partner Managing Director Whole-time Director Membership No.: 099514 DIN No. 01449629 DIN No. 02728905 Place: Houston (USA) Place: New Delhi Place: New Delhi Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018 Anuradha Aggarwal Rajeev Babbar Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi Date: 29 August 2018 Date: 29 August 2018

FIITJEE Limited

Annexure ASalient features of financial statements of Subsidiaries, associates and joint venture companies as per Companies Act 2013.

Part "A": Subsidiaries

Sl. No. Name of subsidiary companyReporting currency

Share capital

Reserve & surplus Total Assets

Total Liabilities Investments

Turnover / Total income

Profit /(loss) before taxation

Provision for taxation

Profit /(loss) after taxation

Proposed dividend

% of 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) - 100.00INR 2,375,600 8,128,133 18,681,300 8,177,567 61,374,709 2,788,286 - 2,788,286 - 100.00BHD 20,000 41,289 109,004 47,716 - 361,735 16,434 - 16,434 - 100.00INR 6,433,000 (171,717) 6,397,610 136,328 - - (228,652) - (228,652) - 100.00USD 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) - 100.005 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 - 100.006 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

As on 31 March 2018: 1 BHD=INR 171.381, 1 USD=INR 64.918

The above statement also indicates performance and financial position of each of the subsidiaries.

Part "B": Associates & joint venture companiesThere are no associates and joint venture companies

For and on behalf of the Board of Directors

D.K. Goel Partha Halder Managing Director Whole-time Director

DIN - 01449629 DIN -02728905

Place : New Delhi Place : New DelhiDate : 29 August 2018 Date : 29 August 2018


Place : New Delhi Place : New DelhiDate : 29 August 2018 Date : 29 August 2018

2FIITJEE India WLL

3FIITJEE US INC

Documents

FIITJEE Limited Annual Report 2017-18 · Annual Report 2017-18 . NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING OF THE MEMBERS OF FIITJEE