Cambridge University Press India Private Limited Standalone Financial Statements for period 01/04/2014 to 31/03/2015

Transcription

1 Cambridge University Press India Private Limited Standalone Financial Statements for period Name of company Corporate identity number Permanent account number of entity [400100] Disclosure of general information about company Cambridge University Press India Private Limited U22122DL2004PTC AAACF7926R 4843/24, IInd Floor, Ansari Road, Darya Ganj Address of registered office of company, Delhi, DELHI, INDIA C o m m e r c i a l a n d Type of industry Industrial Date of board meeting when final accounts were approved 09/09/2015 Date of start of reporting period Date of end of reporting period Nature of report standalone consolidated Content of report Description of presentation currency Level of rounding used in financial statements Type of cash flow statement Standalone Financial Statements INR Actual Indirect Method [400400] Disclosures - Direcrs report Details of principal business activities contributing 10% or more of tal turnover of company [Table]..(1) Product/service 1 Principal business activities of company [Axis] [Member] Details of principal business activities contributing 10% or more of tal turnover of company Details of principal business activities contributing 10% or more of tal turnover of company [LineItems] Deal in all kind of e-learning gadgets, appliances, machines, displaying boards, books, Name of main product/service equipments, journals a n d o t h e r educational electronics media items. Deal in all kind of e-learning gadgets, appliances, machines, displaying boards, books, Description of main product/service equipments, journals a n d o t h e r educational electronics media items. NIC code of product/service 5811

2 Cambridge University Press India Private Limited Standalone Financial Statements for period Details of shareholding pattern [Table]..(1) Shareholding pattern [Axis] Shareholders [Member] Promoters [Member] Details of shareholding pattern Details of shareholding pattern [LineItems] Number of physical shares held end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Details of shareholding pattern [Table]..(2) Shareholding pattern [Axis] Foreign [Member] Foreign corporate bodies [Member] Details of shareholding pattern Details of shareholding pattern [LineItems] Number of physical shares held end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Percentage of tal shares held at end of period % % Percentage of change in shares held during year 0.00% Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Percentage of tal shares held at end of period % % Percentage of change in shares held during year 0.00% Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Percentage of tal shares held at end of period % % Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Percentage of tal shares held at end of period % % Total number of shares held at end of period [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 [shares] 15,22,890 Percentage of tal shares held at end of period % % Details of contracts/arrangements/transactions not at arm's length basis [Table]..(1) Contracts/arrangements/transactions not at arm's length basis [Axis] 01 Details of contracts/arrangements/transactions not at arm's length basis Details of contracts/arrangements/transactions not at arm's length basis [LineItems] Name of related party Not Applicable Name of related party Not Applicable 2

3 Cambridge University Press India Private Limited Standalone Financial Statements for period Details of shareholding of promoters [Table]..(1) Promoters [Axis] 1 2 Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Percentage of change in shares held during year 0.00% 0.00% Details of shareholding of promoters Details of shareholding of promoters [LineItems] Cambridge University Press Shareholder?s name (Holdings) Limited Oncoweb Limited Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Percentage of change in shares held during year 0.00% 0.00% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Particulars of holding, subsidiary and associate companies [Table]..(1) Particulars of companies [Axis] 1 2 Particulars of holding, subsidiary and associate companies Particulars of holding, subsidiary and associate companies [LineItems] Name of company Cambridge Foundation E-Learning University Press Private Limited (Holdings) Limited CIN of company U80103DL2006PTC Type of company Holding Company Subsidiary Company Percentage of shares held 99.99% 99.98% Details of direcrs signing board report [Table]..(1) Direcrs signing board report [Axis] 1 2 Details of signaries of board report Details of direcrs signing board report [LineItems] Name of direcr signing board report First name of direcr RATNESHKUMAR NACHIKET Last name of direcr JHA MOHAGAONKAR Designation of direcr Managing Direcr Direcr Direcr identification number of direcr Date of signing board report 09/09/ /09/2015 3

4 Cambridge University Press India Private Limited Standalone Financial Statements for period Details of change in promoters? shareholding [Table]..(1) Promoters [Axis] Change in shareholding [Axis] Total number of shares held at end of period Cambridge University Press (Holdings) Limited Shareholding at beginning of year [Member] [shares] 15,22,889 Cumulative shareholding during year [Member] [shares] 15,22,889 Percentage of tal shares held at end of period 99.99% 99.99% [shares] [shares] Total number of shares held at end of period 15,22,889 15,22,889 Percentage of tal shares held at end of period 99.99% 99.99% Details of change in promoters? shareholding Details of change in promoters? shareholding [LineItems] Cambridge University Press Cambridge University Press Name of promoter (Holdings) Limited (Holdings) Limited Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 Percentage of tal shares held at end of 99.99% 99.99% period [shares] [shares] Total number of shares held at end of period 15,22,889 15,22,889 Percentage of tal shares held at end of period 99.99% 99.99% Total number of shares held at end of period Percentage of tal shares held at end of period [shares] 15,22,889 [shares] 15,22, % 99.99% Details of change in promoters? shareholding [Table]..(2) Promoters [Axis] Change in shareholding [Axis] Oncoweb Limited Shareholding at beginning of year [Member] Cumulative shareholding during year [Member] Total number of shares held at end of period [shares] 1 [shares] 1 Percentage of tal shares held at end of period 0.01% 0.01% Total number of shares held at end of period [shares] 1 [shares] 1 Percentage of tal shares held at end of period 0.01% 0.01% Details of change in promoters? shareholding Details of change in promoters? shareholding [LineItems] Name of promoter Oncoweb Limited Oncoweb Limited Total number of shares held at end of period [shares] 1 [shares] 1 Percentage of tal shares held at end of period 0.01% 0.01% Total number of shares held at end of period [shares] 1 [shares] 1 Percentage of tal shares held at end of period 0.01% 0.01% Total number of shares held at end of period [shares] 1 [shares] 1 Percentage of tal shares held at end of period 0.01% 0.01% 4

5 Cambridge University Press India Private Limited Standalone Financial Statements for period Details of shareholding pattern of p 10 shareholders [Table]..(1) Name of p 10 shareholder [Axis] Change in shareholding [Axis] Shareholding at beginning of year [Member] Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 Top 1 shareholder [Member] Cumulative shareholding during year [Member] [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Increase decrease in shareholding during year [shares] 0 [shares] 0 Percentage increase decrease in shareholding during year 0.00% 0.00% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Details of shareholding pattern of p 10 shareholders Details of shareholding pattern of p 10 shareholders [LineItems] Cambridge University Press Name of shareholder (Holdings) Limited Oncoweb Limited Increase decrease in shareholding during year [shares] 0 [shares] 0 Percentage increase decrease in shareholding during year 0.00% 0.00% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Increase decrease in shareholding during year [shares] 0 [shares] 0 Percentage increase decrease in shareholding during year 0.00% 0.00% Total number of shares held at end of period [shares] 15,22,889 [shares] 15,22,889 [shares] 1 [shares] 1 Percentage of tal shares held at end of period 99.99% 99.99% 0.01% 0.01% Details of material contracts/arrangements/transactions at arm's length basis [Table]..(1) Material contracts/arrangements/transactions at arm's length basis [Axis] 01 Name of related party Not Applicable Details of material contracts/arrangements/transactions at arm's length basis Details of material contracts/arrangements/transactions at arm's length basis [LineItems] Name of related party Not Applicable 5

6 Cambridge University Press India Private Limited Standalone Financial Statements for period Disclosure in board of direcrs report explanary [TextBlock] Description of state of companies affair Disclosure relating amounts if any which is proposed carry any reserves Disclosures relating amount recommended be paid as dividend Details regarding energy conservation Details regarding technology absorption Details regarding foreign exchange earnings and outgo Disclosures in direcr?s responsibility statement Details of material changes and commitment occurred during period affecting financial position of company Particulars of loans guarantee investment under section 186 [TextBlock] Particulars of contracts/arrangements with related parties under section 188(1) [TextBlock] Details of statement indicating manner in which formal annual evaluation made by board of its performance and of its committees and individual direcrs [TextBlock] Date of board of direcrs' meeting in which board's report referred under section 134 was approved Disclosure of extract of annual return as provided under section 92(3) [TextBlock] Details of change in promoters shareholding [TextBlock] Details of shareholding pattern of direcrs and key managerial personnel [TextBlock] Disclosure of statement on declaration given by independent direcrs under section 149(6) [TextBlock] Disclosure for companies covered under section 178(1) on direcrs appointment and remuneration including other matters provided under section 178(3) [TextBlock] Disclosure of statement on development and implementation of risk management policy [TextBlock] Details on policy development and implementation by company on corporate social responsibility initiatives taken during year [TextBlock] Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock] Disclosure of financial summary or highlights [TextBlock] Disclosure of change in nature of business [TextBlock] Details of direcrs or key managerial personnels who were appointed or have resigned during year [TextBlock] Disclosure of companies which have become or ceased be its subsidiaries, joint ventures or associate companies during year [TextBlock] Details relating deposits covered under chapter v of companies act [TextBlock] Textual information (1) [See below] Textual information (2) [See below] Textual information (3) [See below] Textual information (4) [See below] Textual information (5) [See below] Textual information (6) [See below] Textual information (7) [See below] Textual information (8) [See below] Textual information (9) [See below] Textual information (10) [See below] Textual information (11) [See below] Textual information (12) [See below] 09/09/2015 Textual information (13) [See below] Not Appicable Not Applicable Textual information (14) [See below] Not Appicable Textual information (15) [See below] Textual information (16) [See below] Textual information (17) [See below] Textual information (18) [See below] 1. Deposits:The Company has not accepted any deposits within the meaning of S e c t i o n 7 3 o f t h e Companies Act, 2013and t h e C o m p a n i e s (Acceptance of Deposits) Rules,

7 Cambridge University Press India Private Limited Standalone Financial Statements for period Details of deposits which are not in compliance with requirements of chapter v of act [TextBlock] Details of significant and material orders passed by regulars or courts or tribunals impacting going concern status and company?s operations in future [TextBlock] Details regarding adequacy of internal financial controls with reference financial statements [TextBlock] Disclosure of appointment and remuneration of managerial personnels [TextBlock] 1. Deposits:The Company has not accepted any deposits within the meaning of S e c t i o n 7 3 o f t h e Companies Act, 2013and t h e C o m p a n i e s (Acceptance of Deposits) Rules, Textual information (19) [See below] Textual information (20) [See below] Textual information (21) [See below] Number of meetings of board [pure] 0 7

8 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (1) Disclosure in board of direcrs report explanary [Text Block] DIRECTORS? REPORT FOR THE FINANCIAL YEAR To The Members, Your Direcrs have pleasure in presenting their Annual Report on the business and operations of the Company gether with the Audited Statement of Accounts for the year ended 31st March, Financial Highlights (Standalone): As required be reported pursuant Section 134(3)(q) of Companies Act, 2013(?the Act?), the Financial performance of the Company during the year under reviews as under: Particulars Year ended 31st March 2015 Year ended 31st March 2014 Turnover 1,111,436,472 1,040,550,258 Other Income 23,973,949 13,015,468 Total Income 1,135,410,421 1,053,565,726 Less: Expenditure 1,068,005,840 1,019,616,570 Profit/(Loss) before taxation 67,404,581 33,526,045 Less: Total Tax Expense 25,945,200 11,587,911 Profit/(Loss) after tax 41,459,381 21,938,134 Earnings per share (Basic & Diluted) (Figures in Rs.) 2. State of Company?s Affairs and Future Outlooks: 3. Change in nature of business, if any: As required be reported pursuant Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, During the year under review, there is no change in the nature of business carried on by the 4. Transfer General Reserves: 8

9 Cambridge University Press India Private Limited Standalone Financial Statements for period As required be reported pursuant Section 134(3)(j) of Companies Act, 2013, it is submitted that with a view retain the surplus, an Amount of Rs. 41,459,381 has been transferred General Reserves during this year. 5. Dividend: 6. Material Changes Affecting the Financial Position of the Company: As required be reported pursuant under Section 134(3)(l) of Companies Act, 2013,We report that as Balance sheet has been prepared on There has been no material change occurring till Date which affects the Financial Position of the Company. 7. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings andoutgo: Foreign Exchange Earnings and Outgo: (Figures in Rs.) March 31, 2015 March 31,2014 CIF VALUE OF IMPORTS Finished Goods(Books) 175,980, ,610,707 Earning in foreign Currency (on accrual basis) Sales (FOB Value) 223,367, ,212,180 Management Fee 2,109,681 4,035,591 Service support fees 4,455,121 1,296,815 Commission 30,149,093 11,439,914 Royalty Income 548, ,297 Total 260,629, ,409,797 Expenditure in foreign currency(on accrual basis) Freight Inward 538,013 1,487,357 Exhibition Expenses 93,968 47,565 Foreign Travel Expense 1,598,394 1,698,615 Conference Expenses 1, ,112 9

10 Cambridge University Press India Private Limited Standalone Financial Statements for period Total 2,232,273 3,487, Changes in Share Capital, if any: During the Financial Year , there is no change in Share Capital of the Company. 9. Disclosure regarding Issue of Equity Shares with Differential Rights: The Company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any Equity shares with Differential Rights during the year. 10.Disclosure regarding issue of Employee Sck Options: There is no issue of Employee Sck Option during the year. 11.Disclosure regarding issue of Sweat Equity Shares: The Company under the provision of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any Sweat Equity Shares during the year. 12.Extract of Annual Return: As required be reported pursuant Section 134(3)(a) of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the extract of Annual Return, in Format MGT -9, for the Financial Year has been enclosed with this report. 13.Number of meetings of the Board& its Committees: In accordance with the provisions of Section 134(3)(b) read with Section 173 of the Companies Act 2013,We report that the Company has complied with the Provisions of the Act regarding Conducting of Board Meetings. The Board of Direcrs met 9(nine) times during the Financial Year ended on 31st March 2015.The following are the Details of Board Meetings: SL NO. Date of Board Meeting 1. 19th May th June th July th September th September th September th November th December st March Particulars of Loan, Guarantees and Investments (LGSI) under Section 186: As required be reported pursuant Section 134(3)(g) of Companies Act, 2013(?the Act?),there is no loan, Guarantees and Investments made by the Company pursuant section 186 of the Companies Act

11 Cambridge University Press India Private Limited Standalone Financial Statements for period 15.Particulars of Contracts or Arrangements with Related Parties: As required be reported pursuant Section 134(3)(h) read with Rule 8(2) of Companies (Accounts) Rules, 2014, there are no related party transactions pursuant section 188 of the Companies Act, 2013(?the Act?). 16.Explanation Audir?s Remarks: As required be reported pursuant Section 134(3)(f)of Companies Act, 2013, Explanation or comments by the BOD on every qualification, reservation or adverse remark or disclaimer made by the Audirs in Audit report, it is submitted as under: The Audir?s Report does not contain any qualifications, reservations or adverse remarks. The Report is attached here according Section 134 of the Companies Act, 2013(?the Act?). 17.Statement indicating development & implementation of Risk Management Policy: As required be reported pursuant Section 134(3)(n), the Company has in place a mechanism identify, assess, monir and mitigate various risks key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 18.Details of Direcrs and Key Managerial Personnel: As required be reported pursuant Section 134(3)(q) read with Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, the Board of Direcrs has appointed Mr. Nachiket Mohagaonkar, Mr. Neil Tomkins as the Additional Direcrs with effect from 15th July 2015 and Ms. Amanda Marie Clarie, Mr. Rodricks Houghn Hill as the Additional Direcrs with effect from 9th September 2015 in the capacity of Direcrs. In terms of the provisions of Section 161 of the Companies Act, 2013, the Direcrs appointed during this year shall hold office up the date of ensuring Annual General Meeting. Ms. Johanna Maria Pieterse, Direcr resigned from the Board of Direcrs of the Company w.e.f. 30thApril,2015, Mr. Peter Andrew Jestyn Phillips and Mr. Andrew Philip Chandler, Direcrs resigned from the Board of Direcrs of the Company w.e.f. 31stJuly,2015& 28th July The Board places on record their sincere appreciation for the valuable contributions made by them during their tenure. 19.Name of the Companies which have become/ceased be subsidiaries, JVs or Associate Companies during the year: As required, pursuant Section 134(3)(q) read with Rule 8(5) (iv) of Companies (Accounts) Rules, 2014, there were no such Companies which have become/ceased be subsidiaries, JVs or Associate Companies during the year. Pursuant sub-section (3) of section 129 of the Act, the Company shall prepare Consolidated Balance Sheet, of the Company and of all the subsidiaries in the same form which shall be laid before Annual General Meeting of the Company as of its own. This Annual Report contains Consolidated Financial Statement of the Company and its subsidiary in accordance with the relevant Accounting Standards and the same has been duly audited by Statury Audirs. The annual Accounts of the subsidiary company and related information will be made available the shareholders of the Company and its Subsidiary Company on request and will also be kept open for inspection by the shareholders at the Registered Office of the Company and the subsidiary. FORM AOC-1 Name of Subsidiary Company Foundation E-Learning Private Limited Issued & Subscribed Capital Rs. 111,000 Reserves Rs. 1,684,499 Total Assets Rs. 2,003,124 Total Liabilities Rs. 2,003,124 Investments Turnover Profit/(Loss)before Tax Rs. 60,794 Provision for Tax Rs. 205,769 11

12 Cambridge University Press India Private Limited Standalone Financial Statements for period Profit/(Loss) After Tax Rs.(144,975) Proposed Dividend 20. Consolidated Financial Statements: In Accordance with the applicable Provisions of the Companies Act, 2013(?the Act?), the Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary Company and it is provided in the Annual Report. 21.Details of significant &Material orders passed by the Regulars or Courts or Tribunal: As required, pursuant Section 134 (3)(q) read with Rule 8(5) of Companies (Accounts) Rules, 2014,there was no such type of order passed by Court or any other Regular in favour of or against the Company. 22.Statement in Respect of Adequacy of Internal Financial Control with Reference the Financial Statements: Pursuant Section 134 (3)(q) read with Rule 8(5) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference financial statements. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. 23.Deposits: The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013and the Companies (Acceptance of Deposits) Rules, Receipt of any commission by MD / WTD from a Company or for receipt of Commission /Remuneration from its Holding or Subsidiary Company: The Managing Direcr/Direcrs have not received any Commission from its Holding or subsidiary Company during the Financial Year Managerial Remuneration: The Company has paid Remuneration of Rs. 10,297,533 Mr. Ratnesh Kumar Jha, Managing Direcr of the Company for the financial year Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013: The Company is committed provide a safe and conducive work environment its employees. The Direcrs further state that during the year under review; there were no cases filed pursuant the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, The details of the Committee are posted on the website of the Company at 27.Fraud Reporting (Required by Companies Amendment Bill, 2014): There was no fraud committed by Company during the year. 28.Statury Audirs: In pursuant the Provision of Section 139(1)of the Companies Act, 2013,M/s Price Waterhouse Chartered Accountants LLP, Firm is retiring at the Annual General Meeting and being eligible offer themselves for Re-appointment for the next four Financial Years ending March Direcrs Responsibility Statement: In accordance with the provisions of Section 134(3)(c) and (5) of the Companies Act, 2013, We confirm that: a) in the preparation of the Annual Accounts for the Financial year ended 31st March,2015,theApplicable accounting standards had been followed along with proper explanation relating material departures; b) the Direcrs had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the State of affairs of the Company as at 31st March, 2015and of the profit /loss of the Company for that period; c) the Direcrs had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the of the company and for preventing and detecting fraud and other irregularities; 12

13 Cambridge University Press India Private Limited Standalone Financial Statements for period d) the Direcrs had prepared the annual accounts on a going concern basis; e) the Direcrs had devised proper systems ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; f) the Direcrs confirmed that the Company has made compliance of all applicable laws. 30.Board Evaluation: Pursuant the provisions of the Companies Act, 2013(?the Act?), the Board has carried out an Annual Performance Evaluation of its own performance, the Direcrs individually as well as the evaluation of the working of its employees. 31.Acknowledgment: The Direcrs express their sincere appreciation the valued shareholders, bankers and clients for their support. For and on behalf of the Board of Direcrs For Cambridge University Press India Private Limited Place: Gurgaon Mr.Ratnesh Kumar Jha Mr.Nachiket Mohagaonkar Date: September 9, 2015 (Managing Direcr) (Direcr) Textual information (2) Description of state of companies affair As required be reported pursuant Section 134(3)(q) read with Rule 8(5) (i) of Companies(Accounts) Rules, 2014, During the year under review, the Company has earned Profits of Rs. 41,459,381 from its business activities. Lots of initiatives were taken increase the profit margin which has been depicted in the results as well. The Direcrs expect the Company show much improved performance in the years come. Textual information (3) Disclosure relating amounts if any which is proposed carry any reserves As required be reported pursuant Section 134(3)(j) of Companies Act, 2013, it is submitted that with a view retain the surplus, an Amount of Rs. 41,459,381 has been transferred General Reserves during this year. Textual information (4) Disclosures relating amount recommended be paid as dividend As required be reported pursuant Section 134(3)(k) of Companies Act, 2013, it is submitted that with a view conserve the resources of the Company for its further growth, the Direcrs have not recommended any Dividend for this financial year. Textual information (5) Details regarding energy conservation As required be reported pursuant Section 134(3)(m) of Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, In the opinion of the Board, other details with respect conservation of energy and technology absorption are not applicable on the Company, as the Company is not manufacturing Company. 13

14 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (6) Details regarding technology absorption As required be reported pursuant Section 134(3)(m) of Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, In the opinion of the Board, other details with respect conservation of energy and technology absorption are not applicable on the Company, as the Company is not manufacturing Company. Textual information (7) Details regarding foreign exchange earnings and outgo Foreign Exchange Earnings and Outgo: (Figures in Rs.) March 31, 2015March 31,2014 CIF VALUE OF IMPORTS Finished Goods(Books) 175,980, ,610,707 Earning in foreign Currency (on accrual basis) Sales (FOB Value)223,367,422148,212,180 Management Fee2,109,6814,035,591 Service support fees4,455,1211,296,815 Commission30,149,09311,439,914 Royalty Income548,000425,297 Total260,629,317165,409,797 Expenditure in foreign currency(on accrual basis) Freight Inward538,0131,487,357 Exhibition Expenses93,96847,565 Foreign Travel Expense1,598,3941,698,615 Conference Expenses1,898254,112 Total2,232,2733,487,649 Textual information (8) Disclosures in direcr?s responsibility statement In accordance with the provisions of Section 134(3)(c) and (5) of the Companies Act, 2013, We confirm that: a) in the preparation of the Annual Accounts for the Financial year ended 31st March,2015,theApplicable accounting standards had been followed along with proper explanation relating material departures; b) the Direcrs had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the State of affairs of the Company as at 31st March, 2015and of the profit /loss of the Company for that period; c) the Direcrs had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the of the company and for preventing and detecting fraud and other irregularities; d) the Direcrs had prepared the annual accounts on a going concern basis; e) the Direcrs had devised proper systems ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; f) the Direcrs confirmed that the Company has made compliance of all applicable laws. Textual information (9) Details of material changes and commitment occurred during period affecting financial position of company As required be reported pursuant under Section 134(3)(l) of Companies Act, 2013,We report that as Balance sheet has been prepared on There has been no material change occurring till Date which affects the Financial Position of the Company. Textual information (10) Particulars of loans guarantee investment under section 186 [Text Block] 1. Particulars of Loan, Guarantees and Investments (LGSI) under Section 186: As required be reported pursuant Section 134(3)(g) of Companies Act, 2013(?the Act?),there is no loan, Guarantees and Investments made by the Company pursuant section 186 of the Companies Act2013. Textual information (11) Particulars of contracts/arrangements with related parties under section 188(1) [Text Block] 1. Particulars of Contracts or Arrangements with Related Parties: As required be reported pursuant Section 134(3)(h) read with Rule 8(2) of Companies (Accounts) Rules, 2014, there are no related party transactions pursuant section 188 of the Companies Act, 2013(?the Act?). 14

15 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (12) Details of statement indicating manner in which formal annual evaluation made by board of its performance and of its committees and individual direcrs [Text Block] 1. Board Evaluation: Pursuant the provisions of the Companies Act, 2013(?the Act?), the Board has carried out an Annual Performance Evaluation of its own performance, the Direcrs individually as well as the evaluation of the working of its employees. 15

16 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (13) FORM NO. MGT-9 Disclosure of extract of annual return as provided under section 92(3) [Text Block] EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March 2015 [Pursuant section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN U22122DL2004PTC Registration Date 20/02/2004 Name of the Company Cambridge University Press India Private Limited Category/Subcategory of the Company Limited by Shares 4843/24,II ND FLOOR Address of the Registered office & contact Details Ansari Road, Daryaganj Delhi Whether listed company No Name, Address & contact details of the Registrar & Transfer Agent, if any. N.A. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the tal turnover of the Company shall be stated:- S.no Name and Description of main Products / Services NIC Code of the Product/ service % tal turnover of the Company 1 Deal in all kind of e-learning gadgets, appliances, machines, displaying boards, books, equipments, journals and other educational electronics media items % 16

17 Cambridge University Press India Private Limited Standalone Financial Statements for period III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NAME AND S.no ADDRESS OF THE COMPANY CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE % of shares held 1. Foundation E-Learning Private Limited U80103DL2006PTC Subsidiary Company 99.98% 2. Cambridge University Press (Holdings) Limited Holding Company 99.99% IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity): A. 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 % of tal shares Demat Physical Total % of tal shares A.PROMOTERS (1) INDIAN a)individual/huf b) Central Govt. c) State Govt. (s) d) Bodies Corp. e) Banks / FI f) Any Other?. Sub-tal (A) (1):- (2) Foreign a) NRIs - Individuals b) Other? Individuals c) Bodies Corp. d) Banks / FI e) Any Other? 100% 15,22,890 15,22, % 15,22,890 15,22,890 17

18 Cambridge University Press India Private Limited Standalone Financial Statements for period Sub-tal (A) (2): 1100% 15,22,890 15,22,890 Total shareholding of Promoter (A) = (A)(1)+(A)(2) 15,22,890 15,22, % 15,22,890 15,22, % 15,22,890 15,22, % B. Public Shareholding 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-tal (B)(1):- 2. Non Institutions a) Bodies Corp i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital up Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 18

19 Cambridge University Press India Private Limited Standalone Financial Statements for period Others (specify) Sub-tal (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Cusdian for GDRs & ADRs Grand Total (A+B+C) 15,22,890 15,22, % 15,22,890 15,22, % B. Shareholding of Promoters: S.no Shareholder?s Name Shareholding at the beginning of the year Shareholding at the End of the year No. of shares % of tal Shares of the company %of Shares Pledged / encumbered tal shares No. of shares % of %of % tal Shares change in Shares Pledged / shareholding of the encumbered during the company tal year shares 1. Cambridge University Press (Holdings) Limited 15,22, % 15,22, % 2. Oncoweb Limited % % C.Change in Promoters? Shareholding (Please specify, if there is no change): Shareholding at the beginning of Cumulative Shareholding 19

20 Cambridge University Press India Private Limited Standalone Financial Statements for period Sl. No. Particulars the year during the year No. of % of tal shares of the company No. of shares shares % of tal shares of the company At the beginning of the year 15,22, % 15,22, % Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): At the End of the year 15,22, % 15,22, % D. Shareholding Pattern of p ten Shareholders (other thandirecrs, Promoters and Holders of GDRs and ADRs): Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of the Top 10 Shareholders No. of shares % of tal shares of the company No. of shares % of tal shares of the company At the beginning of the year 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) E. Shareholding of Direcrs and Key Managerial Personnel: Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year For Each of the Direcrs and KMP No. of shares % of tal shares of the company No. of shares % of tal shares of the company At the beginning of the year NIL

21 Cambridge University Press India Private Limited Standalone Financial Statements for period Date wise Increase / Decrease in Shareholdingduring the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): At the End of the year NIL V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment: Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year NIL i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration Managing Direcr, Whole-time Direcrs and/or Manager: 21

22 Cambridge University Press India Private Limited Standalone Financial Statements for period Sl. no. Particulars of Remuneration Name of MD/WTD/Manager Total Amount Mr. Ratnesh Kumar Jha (Managing Direcr) 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, ,428, , ,428, , Sck Option 3. Sweat Equity 4. Commission - as % of profit - others, specify? 5. Others, please specify (Income from House Property and from other Sources) Total (A) 10,266,691 10, 266,691 Ceiling as per the Act B. Remuneration other Direcrs: Sl. no. Particulars of Remuneration Name of Direcrs Total Amount NIL

23 Cambridge University Press India Private Limited Standalone Financial Statements for period Independent Direcrs Fee for attending board / committee meetings Commission Others, please specify NIL Total (1) Other Non-Executive Direcrs Fee for attending board / committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: Sl. no. Particulars of Remuneration Key Managerial Personnel CEO Company Secretary CFO Total Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, N.A (b) Value of perquisites u/s 17(2) Income-tax Act,

24 Cambridge University Press India Private Limited Standalone Financial Statements for period (c) Profits in lieu of salary under section 17(3) Income-tax Act, N.A Sck Option 3. Sweat Equity 4. Commission - As % of profit -others, specify? 5. Others, please specify Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Details of Brief Penalty/Punishment/ Description Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made, if any (givedetails) A. COMPANY Penalty NIL Punishment Compounding B.DIRECTORS Penalty NIL Punishment Compounding C. OTHER OFFICERS IN DEFAULT 24

25 Cambridge University Press India Private Limited Standalone Financial Statements for period Penalty NIL Punishment Compounding Textual information (14) Disclosure of statement on development and implementation of risk management policy [Text Block] 1. Statement indicating development & implementation of Risk Management Policy:As required be reported pursuant Section 134(3)(n), the Company has in place a mechanism identify, assess, monir and mitigate various risks key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Textual information (15) Disclosure of financial summary or highlights [Text Block] 1. Financial Highlights (Standalone): As required be reported pursuant Section 134(3)(q) of Companies Act, 2013(?the Act?), the Financial performance of the Company during the year under reviews as under: Particulars Year ended 31st March 2015 Year ended 31st March 2014 Turnover 1,111,436,472 1,040,550,258 Other Income 23,973,949 13,015,468 Total Income 1,135,410,421 1,053,565,726 Less: Expenditure 1,068,005,840 1,019,616,570 Profit/(Loss) before taxation 67,404,581 33,526,045 Less: Total Tax Expense 25,945,200 11,587,911 Profit/(Loss) after tax 41,459,381 21,938,134 Earnings per share (Basic & Diluted)

26 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (16) Disclosure of change in nature of business [Text Block] 1. Change in nature of business, if any: As required be reported pursuant Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, During the year under review, there is no change in the nature of business carried on by the company. Textual information (17) Details of direcrs or key managerial personnels who were appointed or have resigned during year [Text Block] 1. Details of Direcrs and Key Managerial Personnel: As required be reported pursuant Section 134(3)(q) read with Rule 8(5) (iii) of Companies (Accounts) Rules, 2014, the Board of Direcrs has appointed Mr. Nachiket Mohagaonkar, Mr. Neil Tomkins as the Additional Direcrs with effect from 15th July 2015 and Ms. Amanda Marie Clarie, Mr. Rodricks Houghn Hill as the Additional Direcrs with effect from 9th September 2015 in the capacity of Direcrs. In terms of the provisions of Section 161 of the Companies Act, 2013, the Direcrs appointed during this year shall hold office up the date of ensuring Annual General Meeting. Ms. Johanna Maria Pieterse, Direcr resigned from the Board of Direcrs of the Company w.e.f. 30thApril,2015, Mr. Peter Andrew Jestyn Phillips and Mr. Andrew Philip Chandler, Direcrs resigned from the Board of Direcrs of the Company w.e.f. 31stJuly,2015& 28th July The Board places on record their sincere appreciation for the valuable contributions made by them during their tenure. Textual information (18) Disclosure of companies which have become or ceased be its subsidiaries, joint ventures or associate companies during year [Text Block] 1. Name of the Companies which have become/ceased be subsidiaries, JVs or Associate Companies during the year: As required, pursuant Section 134(3)(q) read with Rule 8(5) (iv) of Companies (Accounts) Rules, 2014, there were no such Companies which have become/ceased be subsidiaries, JVs or Associate Companies during the year. Pursuant sub-section (3) of section 129 of the Act, the Company shall prepare Consolidated Balance Sheet, of the Company and of all the subsidiaries in the same form which shall be laid before Annual General Meeting of the Company as of its own. This Annual Report contains Consolidated Financial Statement of the Company and its subsidiary in accordance with the relevant Accounting Standards and the same has been duly audited by Statury Audirs. The annual Accounts of the subsidiary company and related information will be made available the shareholders of the Company and its Subsidiary Company on request and will also be kept open for inspection by the shareholders at the Registered Office of the Company and the subsidiary. Textual information (19) Details of significant and material orders passed by regulars or courts or tribunals impacting going concern status and company?s operations in future [Text Block] 1. Details of significant &Material orders passed by the Regulars or Courts or Tribunal: As required, pursuant Section 134 (3)(q) read with Rule 8(5) of Companies (Accounts) Rules, 2014,there was no such type of order passed by Court or any other Regular in favour of or against the Company. Textual information (20) Details regarding adequacy of internal financial controls with reference financial statements [Text Block] 1. Statement in Respect of Adequacy of Internal Financial Control with Reference the Financial Statements: Pursuant Section 134 (3)(q) read with Rule 8(5) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference financial statements. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. 26

27 Cambridge University Press India Private Limited Standalone Financial Statements for period Textual information (21) Disclosure of appointment and remuneration of managerial personnels [Text Block] 1. Managerial Remuneration: The Company has paid Remuneration of Rs. 10,297,533 Mr. Ratnesh Kumar Jha, Managing Direcr of the Company for the financial year

28 Cambridge University Press India Private Limited Standalone Financial Statements for period [400200] Disclosures - Audirs report Disclosure of audir's qualification(s), reservation(s) or adverse remark(s) in audirs' report [Table]..(1) Audir's qualification(s), reservation(s) or adverse remark(s) in audirs' report [Axis] Audir's favourable remark [Member] Audir's unfavourable remark [Member] Disclosure of audir's qualification(s), reservation(s) or adverse remark(s) in audirs' report Disclosure of audir's qualification(s), reservation(s) or adverse remark(s) in audirs' report [LineItems] Disclosure in audirs report relating fixed Disclosure relating quantitative details of fixed Disclosure in audirs report relating invenries Disclosure of physical verification of invenries at fixed intervals Disclosure of procedure followed for physical verification of invenries Disclosure about maintenance of invenry records and material discrepancies Disclosure in audirs report relating loans Disclosure regarding terms of recovery of loans granted Disclosure in audirs report relating internal control system Disclosure in audirs report relating deposits accepted Disclosure in audirs report relating maintenance of cost records Disclosure in audirs report relating statury dues [TextBlock] Disclosure relating regularity in payment of undisputed statury dues [TextBlock] Disclosure relating disputed statury dues [TextBlock] Textual information (22) [See below] The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed Textual information (23) [See below] Textual information (24) [See below] ) In our opinion, the procedures of physical verification of invenry followed by the Management are reasonable and adequate in relation the size of the Company and the nature of its business. Textual information (25) [See below] Textual information (26) [See below] Textual information (27) [See below] Textual information (28) [See below] The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under the extent notified. The Central Government of India has not specified the maintenance of cost records under subsection (1) of Section 148 of the Act for any of the products of the Company. Textual information (29) [See below] Textual information (30) [See below] Textual information (31) [See below] 28