To the Members,
Your Directors submit the Annual Report of the Company along with Audited Financial
Statements for the financial year ended March 31, 2013.
1. Financial Results
Rs. In Lakhs
Financial Results for the year ended
||31- March -2012
|Income from operations
|Total expenditure before interest & Depreciation
|Operating Profit/Loss (EBIDTA)
|Profit before exceptional and extraordinary items and tax
|Less Exceptional items
|Profit before tax
|Provision for tax
|Profit after tax (PAT)
The Company has 15 subsidiary companies; there has been no material change in the
nature of the business of the subsidiaries. A statement containing brief financial details
of the subsidiaries is included in the Annual Report.
As required under the Listing Agreements entered into with the Stock Exchanges, a
consolidated financial statement of the Company and all its subsidiaries is attached. The
consolidated financial statements have been prepared in accordance with the relevant
accounting standards as prescribed under Section 211 (3C) of the Act. These financial
statements disclose the assets, liabilities, income, expenses and other details of the
Company and its subsidiaries companies.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate
Affairs vide its circular dated February 8, 2011 has granted general exemption from
attaching the balance sheet, statement of profit and loss and other documents of the
subsidiary companies with the balance sheet of the Company. A statement containing brief
financial details of the Company`s subsidiaries for the financial year ended March 31,
2012 is included in the Annual Report. The annual accounts of these subsidiaries and the
related detailed information will be made available to any member of the Company/its
subsidiaries seeking such information at any point of time and are also available for
inspection by any member of the Company/ its subsidiaries at the registered office of the
Company. The annual accounts of the said subsidiaries will also be available for
inspection during business hours, as above, at the head offices/registered offices of the
respective subsidiary companies. The Company shall furnish a copy ofthe details of annual
accounts of subsidiaries to any member on demand.
The Board has undergone a complete re-constitution with the appointment of new
Directors, Board appointed Mr. A Srinivasan, as Managing Director on 3rd April
2013, Mr. C.N.Radha Krishnan was appointed as an Additional Director on 30th
May 2013, Mr. R. Natarajan.was appointed as an additional director on 3rd April
2013 and Mr. Turab Lakdawala was appointed as Additional Directors on 22nd May
As per the provisions of Section 260 of the Companies Act, 1956 the additional
directors hold office only up to the date of the forthcoming Annual General Meeting (AGM)
of the Company and are eligible for appointment as Directors. The Company has received
notices under Section 257 of the Act, in respect of the above persons, proposing their
appointment as a Director of the Company. Resolutions seeking approval of the members for
the appointment of Mr. C.N.Radha Krishnan, Mr. R. Natarajan, and Mr. Turab Lakdawala as
Directors of the Company havebeen incorporated in the Notice of the forthcoming AGM along
with brief details about them.
During the year Mr. Rakesh Sharma, Managing Director, Mrs. Susha John, Whole Time
Director, Mr. Joe Thomas, Mr. Marimuthu and Dr. M.S.Vijay Kumar, Directors resigned from
M/s. R Chandrasekar, Chartered Accountants, Statutory Auditors of the Company holds
office up to date of the ensuing Annual General Meeting of the Company and being eligible,
offer themselves for reappointment.
IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
Information pursuant to section 217 (1 )(e) of the Companies Act, 1956 read with the
Company`s (Disclosure of particulars in the report of the Board of Directors) rules 1988
is provided hereunder.
(i) Conservation of Energy - The Company has planned and installed equipments in a
manner that maximum energy is conserved
(ii) The Company`s business being IT education, every effort is made to ensure that
changes in technology are communicated through out the organization at every stage.
(iii) The foreign exchange earnings and outflows are detailed below
Amount in `000
||Year Ended 31.3.2013
||Year Ended 31.3.2012
|Expenditure in Foreign Currency
|Business Associate Expenses
|Travel and Conveyance
|Earnings in Foreign Exchange
X. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of
employees are set out in the Annexure to the directors report section. However, as per the
provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining such particulars may write to
the Company Secretary at the registered office of the Company.
XI. FIXED DEPOSITS
Your Company has not accepted any public deposits during the year.
XII. Listing of Shares
The Equity Shares of your Company have been listed on National Stock Exchange Limited
(NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2013-14 have
already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL
& CDSL have also been remitted by the Company.
XIII. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Corporate Governance Report and Management Discussion And Analysis Statement are
attached to this report.
XIV. DIRECTORS` RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with
respect to Directors` Responsibility Statement, it is hereby confirmed;
a) That the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;
b) That the selected accounting policies were applied consistently and judgments and
estimates that are reasonable and prudent were made 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 loss of
the Company for that period;
c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
d) That the annual accounts were prepared for the financial year ended 31st
March 2013 on a going concern basis.
XV. STATUTORY DISCLOSURE
None of the Directors of your Company are disqualified as per provision of Section
274(1 )(g) of the Companies Act, 1956. The Directors of the Company have made necessary
disclosures, as required under various provisions of the Act and Clause 49 of the Listing
XVI. COMPLIANCE CERTIFICATE
A Certificate from the M/s. G L Subramanian, Company Secretary in Practice regarding
compliance of conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached as annexure to this report.
XVII. CORPORATE SOCIAL RESPONSIBILITY
Everonn India Foundation is committed towards spreading quality education across rural
India. The foundation will augment its corporate social responsibility initiatives and
will focus on building an equitable society for sustainable development and all-around
growth. Everonn strongly believes that by giving back to society, it can contribute to a
growing economy as well as build stronger and prosperous communities. Through this
initiative, Everonn`s employees, education content & technological strength aim to
make a difference in many students` lives and their learning experiences.
XVIII. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors take this opportunity to express their deep sense of appreciation of all
the employees whose outstanding professionalism, commitment and initiative has made the
organization`s growth and success possible and continues to drive its progress.
Your Directors also would like to convey their appreciation for the support and
co-operation received during the year under review, from all the Government Authorities,
Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors,
Partners,Bankers and other Business Associates.
||For and on Behalf of the Board
||C N Radhakrishnan