* - + % DIGITAL EDUCATION. E-class Education System Ltd. 6 ANNUAL REPORT

Transcription

1 A ` % R- B < * - + % DIGITAL EDUCATION E-class Education Syem Ltd. 6 ANNUAL REPORT

2 BOARD OF DIRECTORS: Mr. Amrut P. Shah (Chairman & Non- Executive Director) Mr. Hardik A. shah (Whole-time Director) Riddhi C. Gala (Whole-time Director) Mr. Shantilal P. Shah (Non- Executive Director) Mr. Hasmukh A. Gada (Non-Executive Director) (Up to ) Mr. Paresh Kumar P. Jain (Non-Executive Independent Director) (Up to ) Mr. Jagdish J. Koari (Non- Executive Independent Director) (Up to ) Mr. Manikandam P. Kammenchery (Non-Executive Independent Director) Mr. Raichand P. Shah (Non-Executive Director) Mr. Kaushal R. She (Non-Executive Independent Director) (w.e.f ) Mr. Dipesh S. Dedhia (Chief Financial Officer) (w.e.f ) Mrs. Komal M. Khakhar (Company Secretary) (Up to ) AUDITORS: M/s Bhuta Shah & Co. Chartered Accountants, Mumbai. BANKER: State Bank of India REGISTERED OFICE: 5/6, Papa Indurial Eate, Suren Road, Andheri Ea, Mumbai: REGISTRAR & SHARE TRANSFER AGENT: M/s. Sharex Dynamic (India) Private Limited, Unit no. 1, Lura Ind. Premises, Andheri-krula Road, Safed pool, Andheri Ea, Mumbai: Maharashtra, India. 1

3 INDEX Notice ) Director s Report ) Independent Auditor s Report...26 Balance Sheet ) Statement of Profit & Loss ) Cash Flow...33 Significant Accounting policies ) Notes Forming Part of Financial Statement

4 NOTICE Notice is hereby given at e 6 Annual General Meeting of e Members of E-class Education Syem Limited will be held on Wednesday, 30 September 2015 at 4.00 p.m. at e Regiered Office of e Company at 5/6 Papa Indurial Eate, Suren Road, Andheri (Ea), Mumbai to transact e following businesses: Ordinary Business: 1. To consider and adopt e Audited Financial Statement of e Company for e Financial Year ended 31 March, 2015, e reports of e Board of Directors and Auditors ereon. 2. To appoint a Director in place of Mr. Amrut P. Shah (DIN: ) who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mrs. Riddhi C. Gala (DIN: ) who retires by rotation and being eligible, offers herself for re-appointment. 4. To ratify e appointment of Auditors of e Company, and to fix eir remuneration and in is regard, to consider and if ought fit, to pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to section 139,142 and oer applicable provisions of Companies Act, 2013 and Rules made ereunder, pursuant to e recommendation of e Audit Committee of e Board of Directors, and pursuant to e resolution passed by e members at la e AGM held on 30 September, 2014, e appointment of M/s Bhuta Shah & Co., Chartered Accountants, Mumbai, (ICAI Firm Regiration No W), as e Statutory Auditors of e Company to hold e office till e conclusion of e AGM to be held in e calendar year 2017 be and hereby ratified and e Board of Directors be and is hereby auorised to fix e remuneration payable to em for e financial year ending 31 March, 2016, as may be recommended by e Audit Committee in consultation wi e Auditors Special Business 5. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to e provisions of Sections 149, 152 read wi Schedule IV and all oer applicable provisions of e Companies Act, 2013('Act') and e Companies (Appointment and Qualification of Directors) Rules, 2014 (including any atutory modification(s) or re-enactment ereof for time being in force, Mr. Kaushal R. She (DIN: ) who was appointed as an Additional Director (Independent, Non-Executive) of e Company by e Board of Directors wi effect from 1 April, 2015 and who holds office up to e date of is Annual General Meeting in terms of Section 161(1) of e Act and in respect of whom e Company has received a notice in writing from a member under Section 160 of e Act proposing his candidature for e office of Director, be and is hereby appointed as an Independent Director of e Company w.e.f. 1 April, 2015 to hold office for a term of five consecutive years up to 31 March, 2020, not liable to retire by rotation." 6. To re-appoint Mr. Hardik A. Shah (DIN: ) as e Whole-time Director and to consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT in accordance wi e provisions of Sections 196, 197 and 203 and oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read wi Section II of Part II of Schedule V ereto (including any atutory modification(s) or re-enactment ereof for e time being in force), subject to e provisions of e Articles of Association of e Company and such oer modifications, recommendations, approval and sanction if and when necessary, desirable and expedient in law and as per e recommendation of Nomination and Remuneration Committee, Mr. Hardik A. Shah (DIN: ), whose term expires on 31 December, 2015 be and is hereby re-appointed as e Whole -Time Director of e Company wi effect from 1 January, 2016 for a period of ree years, liable to retire by rotation, on a remuneration not exceeding `.12 lacs p.a. and on oer terms and conditions as set below: 1 Designation Whole-Time Director 2 Tenure January 1, 2016 for a period of ree years, up to December 31, 2019 liable to retire by rotation. 3

5 3 Remuneration: Basic Pay Allowance & Perquisite Rs.12 ` lacs p.a. (will be paid exclusive of e perquisites, as mentioned below, which shall not be included in e computation of ceiling ated herein.) 1. Contribution to provident fund, superannuation fund or annuity fund to e extent ese eier singly or put togeer are not taxable under e Income-tax Act, Gratuity payable at e rate not exceeding half a mon s salary for each completed year of service, and is not taxable under e Income-tax Act, Encashment of leave at e end e of e tenure. tenure. Increments Increments may be given subject to e overall limits specified under section 197 read wi Schedule V of e Companies Act, General Terms: Mr. Hardik A. Shah, Whole-Time Director shall handle e Marketing and Public Relation wi e clients of e Company and Media and also handle e Management of e Company. a. Where in any financial year, during e currency of tenure of e Whole Time Director, if Company has adequate profits e Whole Time Director will be paid remuneration subject to e limits of 5% of e net profits, as e case may be, and e overall limits of 11% of e net profits as laid down in sub-section (1) of section 197 of e Companies Act, 2013 and in case of no profit or inadequacy of profit e remuneration shall be wiin e limit specified in e Schedule V of e Companies Act, b. The Whole Time Director shall not be paid any sitting fees for attending e meeting of e Board of Directors or committee ereof from e date of his appointment. 7. To amend e Clause 152 pertaining to Deeds how executed in e Article of Association and to consider and if ought fit, to pass wi or wiout modification(s), e following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 14 and oer applicable provisions of e Companies Act, 2013 (e Act) and e Rules made ereunder, including and atutory modification(s) or re-enactment(s) ereof for e time being in force, e Clause 152 pertaining to Deeds how executed in e Article of Association of e Company be and is hereby subituted as under: 152. The seal of e Company shall not be affixed to any inrument except by e auority of a resolution of e Board or of a committee of e Board auorized by it in at behalf, and in e presence of one Director or such oer person as e Board may auorize and ose one Director or such oer person aforesaid shall sign every inrument to which e seal of e Company is so affixed in eir presence. RESOLVED FURTHER THAT for e purpose of giving effect to e foregoing resolutions e Board of Directors of e Company be and is hereby auorised to do all such acts as it may in its absolute discretion deem necessary. By Order of e Board of Directors E-class Education Syem Limited Sd/- Sd/- Amrut P. Shah Hardik A. Shah Chairman Whole-time Director (DIN: ) (DIN: ) Address: 502, Prangan, 5 Floor Address: 502, Prangan, 5 Floor, Malviya Road, Vile Parle (Ea), Mumbai: , Mumbai: , Maharashtra, INDIA. Maharashtra, INDIA. Date: 12 Augu, 2015 Place: Mumbai 149, Malviya Road, Vile Parle (Ea), Regiered Office: 5/6, Papa Indurial Eate, Suren Road, Andheri (E), Mumbai , Maharashtra, India. info@eclass.in, (CIN:U80212MH2009PLC194231) 4

6 Notes: 1) A atement pursuant to Section 102(1) of e Companies Act, 2013, relating to Special Business to be transacted at e Meeting is annexed hereto. 2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies submitted on behalf of Limited companies, societies, etc., mu be supported by appropriate resolutions/auority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in e aggregate not more an 10% of e total share capital of e Company. In case a proxy is proposed to be appointed by a Member holding more an 10% of e total share capital of e Company carrying voting rights, en such proxy shall not act as a proxy for any oer person or shareholder. 3) The inrument appointing e proxy, in order to be effective, mu be deposited at e Company's Regiered Office, duly completed and signed, not less an FORTY-EIGHT HOURS before e meeting. 4) Corporate members intending to send eir auorized representatives to attend e meeting are requeed to send to e Company a certified copy of e Board resolution auorizing eir representative to attend and vote on eir behalf at e meeting. 5) During e period beginning 24 hours before e time fixed for e commencement of e meeting and ending wi e conclusion of e meeting, a member would be entitled to inspect e proxies lodged at any time during e business hours of e Company, provided at not less an ree days of notice in writing is given to e company. 6) Members/proxies auorised representatives should bring e duly filled attendance slip, enclosed here wi to attend e meeting. 7) The Regier of Directors and Key Managerial Personnel and eir shareholding, maintained under Section 170 of e Companies Act, 2013, will be available for inspection by e members at e AGM. 8) The Regier of Contracts or Arrangements, in which Directors are intereed, maintained under section 189 of e Companies Act, 2013, will be available for inspection by e members at e AGM. 9) Members holding shares in electronic form are requeed to intimate immediately any change in eir address or bank mandates to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form are requeed to advise any change in eir address or bank mandates immediately to Company or Regirar and Transfer Agents (RTA). 10) Members are requeed to address all correspondence to e Regirar and Share Transfer Agents, Sharex Dynamics (India) Pvt. Ltd., Unit No. 1, Lura Indurial Premises, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai ) The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in e securities market. Members holding shares in electronic form are, erefore requeed to submit eir PAN to eir Depository Participant(s). 12) All e Documents referred to in e notice will be available for inspection at e regiered office of e Company during e normal business hours on working days up to e date of AGM. 13) In case of joint holder attending e Meeting, only such joint holder who is higher in order of names will be entitled to vote. 14) Relevant documents referred to in e accompanying Notice and e atements are open for inspection by e members at e regiered office of e Company on all working days, except Saturdays, during business hours up to e date of e meeting. 15) Additional information in respect of e directors seeking appointment / re-appointment at e AGM is furnished as annexure to is notice. The directors have furnished consent / declaration for eir appointment / re-appointment as required under e Companies Act, 2013 and e Rules ereunder. 5

7 STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ( e Act ) As required by Section 102 of e Companies Act, 2013, (hereinafter referred to as e Act ) e following Explanatory Statement sets out e material facts relating to e Special Business under item Nos.5 to 7 of e accompanying Notice dated 12 Augu, Item No. 5 Mr. Kaushal R. She (DIN: ) was appointed as an Additional Director (Independent, Non-Executive)of e Company by e Board in its meeting held on 30 March, 2015 wi effect from 1 April, Pursuant to provisions of Section 161(1) of e Companies Act, 2013, Mr. Kaushal R. She (DIN: ) holds office only up to e date of is Annual General Meeting of e Company. Appropriate notices along wi requisite amount of deposits under Section 160(1) of e Companies Act, 2013 has been received by e Company from members proposing appointment of Mr. Kaushal R. She (DIN: ) as an Independent Director of e Company and requisite consent has been received from him pursuant to e provisions of Section 152 of e Companies Act, The Company has received from Mr. Kaushal R. She (DIN: ) (i) consent in writing to act as Independent Director in Form DIR-2 pursuant to Rule 8 of e Companies (Appointment & Qualification of Directors) Rules 2014 (ii) intimation in Form DIR- 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to e effect at he is not disqualified under sub-section (2) of Section 164 of e Companies Act, 2013 and (iii) a declaration to e effect at he meets e criteria of independence as provided in sub-section (6) of Section 149 of e companies Act, The Resolution seeks e approval of members for e appointment of Mr. Kaushal R. She (DIN: ) as Independent Director of e Company for a term of 5 consecutive years pursuant to Section 149 and oer applicable provisions of e Companies Act, 2013 and e Rules made hereunder. He is not liable to retire by rotation. In e opinion of e Board of Directors, Mr. Kaushal R. She (DIN: ) proposed to be appointed, as an Independent Director, fulfills e conditions specified in e Companies Act, 2013 and e Rules made hereunder and he is Independent. No Director or Key Managerial Personnel of e Company and/ or eir relatives, except Mr. Kaushal R. She (DIN: ) in his personal capacity for whom e resolution relates, are intereed or concerned in e resolution. The Board recommends e Ordinary Resolution set out in item no. 5 for your Approval. Item No. 6 Mr. Hardik A. Shah (DIN: ) was appointed as Whole time Director of e Company by e members at eir meeting held on for a term of ree years wi effect from till As per e proviso to sub section (2) of Section 196 of e Companies Act 2013, Whole Time Director can be re-appointed not earlier an one year before e expiry of his term. Thus, on e recommendation of Nomination and Remuneration Committee and Board of Directors at eir meeting held on 12 Augu 2015, Mr. Hardik A. Shah (DIN: ) proposed to be re-appointed as e Whole time Director of e Company, subject to e approval of Members for period of ree years w.e.f. 1 January, 2016 till 31 December 2019 on such terms and conditions including remuneration as may be approved by e members, Brief terms of re-appointment are as follows: Duration of Appointment: The re-appointment is for an initial term of Three years commencing from 1 January, 2016 till 31 December, 2019 (liable to retire by rotation). Designation: Mr. Hardik A. Shah (DIN: ) will be designated as Whole-Time Director as well as Key Managerial Personnel of e Company. Role on e Board: He will be re-appointed as Whole Time Director: 1. To handle e Marketing and Public Relation wi e clients of e Company and Media. 2. To effectively represent, and promote e interes of, shareholders wi a view to adding long-term value to e Company's shares. 3. To ensure at e Company's goals are clearly eablished, and at rategies are in place for achieving em. 4. To eablish in consultation wi e board and its committee, policies for rengening e performance of e Company including ensuring at management is proactively seeking to build e business rough innovation, initiative, technology, new products, Designs and e development of its business capital; 5. To ensure at e Company adheres to high andards of eics and corporate behaviour; 6

8 Remuneration: Ÿ Remuneration of not exceeding `12 lacs p.a. (will be paid exclusive of e perquisites, as mentioned below, which shall not be included in e computation of ceiling ated herein.) Ÿ Contribution to provident fund, superannuation fund or annuity fund to e extent ese eier singly or put togeer are not taxable under e Income-tax Act, Ÿ Gratuity payable at e rate not exceeding half a mon's salary for each completed year of service, and is not taxable under e Income-tax Act, Ÿ Encashment of leave at e end e tenure. Ÿ Where in any financial year, during e currency of tenure of e Whole Time Director, e Company has adequate profits e Whole Time Director will be paid remuneration subject to e limits of 5% of e net profits, as e case may be, and e overall limits of 11% of e net profits as laid down in sub-section (1) of section 197 of e Companies Act, 2013 and in case of no profit or inadequacy of profit e remuneration shall be wiin e limit specified in e Schedule V of e Companies Act, Ÿ The Whole Time Director shall not be paid any sitting fees for attending e meeting of e Board of Directors or committee ereof from e date of his appointment. Ÿ The term and conditions of e appointment may be altered and varied from time to time by e Board in consultation wi e Nomination & Remuneration Committee, in its discretion and deem fit in accordance wi e limit specified in schedule V to e Companies Act, 2013 or any amendment made ereafter in is regard. Statement as required under section II of part II of schedule V of e Companies Act, 2013 are as follows:- I GENERAL INFORMATION: 1) Nature of Indury: The company is into e business of providing digital educational content. 2) Date of Incorporation of Company: Your Company has been incorporated on 20 July, ) In case of New Companies, expected date of commencement of activities as per project approved by financial initutions appearing on e prospectus: Not Applicable 4) Financial performance based on given indicators (Amount in `) Particulars 31 March, March, 2014 Total income 1,62,89,462 2,28,63,111 Profit/(loss) before depreciation, tax, extra-ordinary item (3,93,82,049) (4,60,96,548) and appropriation Less: Depreciation 1,98,35,861 2,07,35,994 Profit /(loss) before tax (5,92,17,910) (6,68,32,542) Less: Deferred tax -- (2,99,52,801) Less: short/(excess) provision for earlier years -- 22,410 Profit/(loss) after tax (5,92,17,910) (36,902,151) 5) Foreign invements or collaborations, if any: Not Applicable II. INFORMATION ABOUT THE APPOINTEE: 1) Background details: Mr Hardik A. Shah (DIN: ) is business development head of e Company. He is a Bachelor of Management Studies from NMIMS, Mumbai. His professional knowledge and business development skills will be very helpful for e Company to develop its business and hence generate revenue for e Company. His technological advancement skill is also very helpful to e company as company is in e business of providing Digital education. 2) Pa remuneration: Up to maximum ` 1,00,000 p.m. as approved by e members in its meeting held on 21 January, ) Recognition or awards: NIL 4) Job Profile and his suitability: Mr Hardik A. Shah (DIN: ) is mo suitable for is position as proven by his experience in business management 7

9 and his knowledge of technology. He is actively involved in e corporate planning and development. He has made significant contribution to improve e performance of e company. His knowledge and experience will immensely help e Company to achieve a high grow rate in e sales. 5) Remuneration proposed: Remuneration of not exceeding `12 lacs p.a. (will be paid exclusive of e perquisites, as mentioned above in e Explanatory Statement.) 6) Comparative remuneration profile wi respect to indury, size of e company, profile of e position and person (in case of expatriates e relevant details would be w.r.t. e country of his origin): The proposed remuneration (due to current conraints faced by e company) is comparatively lower an at paid by indury of comparative size to a person similar to e appointee. However as and when e performance and financial situation improves, higher remuneration will be considered. 7) Pecuniary relationship directly or indirectly wi e Company, or relationship wi managerial personnel, if any: Mr. Hardik A. Shah (DIN: ), apart from being Director and Whole-time Director of e Company and receiving remuneration, He is son of Mr. Amrut P. Shah, Chairman (DIN: ) and broer of Ms. Riddhi C. Gala, Whole-time Director (DIN: ). III. OTHER INFORMATION: 1. Reasons for loss or inadequate profit: The digital education is e new concept introduced in India in e pa few years, and has e geation period of 5 to 10 years. The Company has contractual nature of business wi private schools as well as wi government agencies ranging from 3 to 5 years. As a result revenues are being blocked for at period and also increases e finance co. Recent Changes in syllabus of State Board, up gradation in Technology and changes in political policies affected sales in current year. 2. Steps taken or proposed to be taken for improvement: Company is in e process of changing its business model and technological advancement to generate regular cash flow. Furer e Company is introducing new syllabus, new product line and improving online sales. The Company is venturing into new ates to expand e business. 3. Expected increase in productivity and profits in measurable terms: Exponential increase in productivity, sales and Profit is expected in coming years. IV. DISCLOSURES I. All elements of remuneration package such as salary, benefits, bonuses, ock options, pension, etc. as ated in e resolution. II. Details of fixed component and performance linked incentive along wi e performance criteria: Not Applicable III. Service contracts, notice period, severance fees: Service contract: 3 years, Notice period: One mon, Severance fees: Nil IV. Stock option details, if any, and wheer e same has been issued at a discount as well as e period over which accrued and over which exercisable: N.A The above may be treated as written memorandum setting out e terms of re-appointment of Mr. Hardik A. Shah (DIN: ) as Whole-time Director under section 196 of e Act. Except Mr. Hardik A. Shah (DIN: ), being appointee and Mr. Amrut P. Shah (DIN ), Chairman being his faer and of Ms. Riddhi C. Gala, Whole-time Director (DIN ) being his sier, none of e oer Directors and Key Managerial Personnel and eir relatives are concerned or intereed, financially or oerwise, in e resolution set out at item No. 6. The Board commends e Ordinary Resolution set out at Item No. 6 of e Notice for approval by e members. Item no 7: The exiing Clause 152 of Article of Association (AOA) requires e Company to affix e Seal of e Company to any inrument in e presence of at lea two Directors and of e Secretary or such oer person as e Board may auorize for is purpose; and ose two Directors and of e Secretary or such oer person shall sign e every inrument to which e seal of e company is so affixed in his/her presence. In e opinion of e Board, to facilitate smoo working and for e convenience of e company, e exiing clause 152 needs to be replaced as given in e item no. 7 of e Notice of e Annual General Meeting. The proposed amended Clause 152 requires e Company to affix e Seal of e Company to any inrument in e presence of one director or such oer person as e Board may auorize and at one director or such oer person aforesaid shall sign every inrument to which e seal of e Company is so affixed in eir presence. 8

10 The Board recommends e Special Resolutions set out at Item No. 7 of e Notice for approval by e shareholders. None of e Directors and / or Key Managerial Personnel of e Company or eir relatives is in any way concerned or intereed in e resolution. Additional information for e Directors seeking Appointment or Re-appointment Mr. Kaushal R. She (DIN: ): He is 28 years old and a commerce graduate from e recognized university. He brings wi himself 6 years' experience in e Stationery business wi va knowledge of marketing and different kind of products. He is also having good financial and accounting knowledge. He is independent of e management of e Company and his responsibility is to provide information relating to marketing and co-operate wi e management in e meetings of Board as well as Committees. Name of e Companies oer an E-class Education Syem Limited in which Mr. Kaushal R. She (DIN: ) was Director during e year : Name of e Company Nature of Intere Committee name & Position Sundaram Multi Pap Limited Independent Director Chairman of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. Mr. Amrut P. Shah (DIN: ): He is e founder of e Company and also e Chairman and Managing Director of e Holding Company i.e. Sundaram Multi Pap Limited. At is age of 55 years and qualification of SSC, he is having good marketing brain along wi technology updates. His responsibility is providing and making rategies and enhancing Grow of e Company and also increasing e Shareholder's Weal. His leadership development and knowledge management initiatives have differentiated e company from competitors. Name of e Companies oer an E-class Education Syem Limited in which Mr. Amrut P. Shah (DIN: ) was Director during e year : Name of e Company Nature of Intere Committee name & Position Sundaram Multi Pap Limited Chairman & Managing Director -- Sundaram Bio-Tech Private Limited Director -- Sundaram Recycling Limited Director -- Mrs. Riddhi C. Gala (DIN: ): She is Whole-time Director of e Company possessing qualification in e field of Bachelor of Fine arts. At is small age of 30 years She is having huge amount of experience in Advertisement, marketing and managing e public relationship. She is an experienced rategi and began her career in e creative field. As an advertising professional, in la few years she has gained good experience in e field of advertising, marketing and management of public relation. She is actively involved in e corporate planning and development. She has made significant contribution to improve e performance of e company. She was fir time appointed as Director of e Company as on 1 March, Except E-class Education Syem Limited she was not director in any oer company in e F.Y Mr. Hardik A. Shah (DIN: ) Mr Hardik A. Shah (DIN: ) is business development head of e Company. He joined e Board since 1 December, He is a Bachelor of Management Studies from NMIMS, Mumbai. At e tender age 26 years his professional knowledge and business development skills will be very helpful for e Company to develop its business and hence generate revenue for e Company. His technological advancement skill is also very helpful to e company as company is in e business of providing Digital education. Name of e Companies oer an E-class Education Syem Limited in which Mr Hardik A. Shah (DIN: ) was Director during e year : Name of e Company Nature of Intere Committee name & Position HRP Technologies Pvt. Ltd. Director Nil (Note: No. of Board meetings attended and oer directorships and Committee positions held by each Directors is also given in Directors Report forming part of Annual Report. Furer Our Company being Wholly owned subsidiary of Sundaram Multi Pap Limited, 100% share are held in eir name.) 9

11 To, The Members, E-class Education Syem Limited BOARD OF DIRECTORS REPORT Your Directors are pleased to present e Six Annual Report of e Company wi Audited Balance sheet and Statement of Accounts for e Year ended 31 March 2015 FINANCIAL PERFORMANCE: The financial performance of Company for e year ended 31 March 2015 is summarized below: (Amount in `) Particulars Total Income 1,62,89,462 2,28,63,111 Profit before Intere, Depreciation & Amortization 1,62,89,462 2,28,63,111 Less : Intere 3,89,31,766 3,36,79,014 Less : Depreciation & Amortization 1,98,35,861 2,07,35,944 Profit/loss before extraordinary item & tax (5,92,17,910) (6,68,32,542) Less: Extra-ordinary item Profit / (Loss) before tax (5,92,17,910) (6,68,32,542) Less: Deferred tax -- 2,99,52,801 Short / (Excess) Provision Of Earlier Years -- 22,410 Profit / (Loss) after tax (5,92,17,910) (3,69,02,151) Proposed Dividend Dividend tax Transfer to general reserve Balance to be carried forward SUMMARY OF OPERATIONS: The revenue from e operations decreased to ` 1,62,89,462 for e year ended 31 March, 2015 as compared to ` 2,28,63,111 for e year ended 31 March, Steep decline in e trading sales has resulted in to low turnover. The Company has incurred a loss of ` 5,92,17,910 before extra-ordinary items & tax for e year as compared to e loss of ` 6,68,32,542 for e year ended 31 March, Delay in Implementation of Projects and lower sales due to lack of technological knowledge in general public resulted in lower revenue for e company in is financial year. Wi increasing government initiatives to promote e-learning, growing adoption of technology, improvement in our products, improvement of technology, convenience and affordability factors, your management is positive for e future grow of e Company. TRANSFER TO ANY RESERVE: During e year under review e Company has not transferred any amount to reserves. DIVIDEND: Your Directors regret eir inability to recommend any dividend during e year under review. MATERIAL CHANGES AND COMMITMENTS: During e year under review e Holding Company had approached eir Bankers for e reructuring of loan, which was agreed upon by eir bankers. As per e reructuring terms, e Holding Company has pledged 1,49,99,900 equity shares of `10/- each of our Company to SBICAP Truee Company Limited (SBICAPTCL). The pledged shares are held by SBICAPTCL as a truee for State Bank of India (Ahmedabad Branch) togeer wi IDBI Bank Ltd (Ahmedabad Branch). There have been no such material changes or commitments affecting e financial position from e end of e financial year till date of is report as may be deemed to be material enough to affect e financial position of e Company, oerwise an in e normal course of business. REGISTERED OFFICE: Company's regiered office has been shifted from 903, Dev plaza, Opp. Andheri Fire Station, S.V. Road, Andheri We, Mumbai: to 5/6, Papa Indurial Eate, Suren Road, Andheri Ea, Mumbai: w.e.f. 02/12/2014 for better 10

12 CAPITAL/ FINANCE: During e year, e Company has not allotted any fresh Share Capital. As on 31 March 2015, e Issued, Subscribed and Paid-up Share Capital of your Company ood at `150,000,000/- (Rupees Fifteen Crores Only) comprising 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of `10/- (Rupees Ten)each. EXTRACT OF THE ANNUAL RETURN: The extract of e Annual Return pursuant to section 134 (3) (a) of e Companies Act, 2013 in MGT- 9 is attached as Annexure 1 and forms part of is report. MEETINGS OF BOARD OF DIRECTORS: nd The Board met Eleven (11) times during e financial year viz. on 24 May, 2014, 2 June, 2014, 15 July, 2014, nd 14 Augu, 2014, 14 October, 2014, 27 October, 2014, 13 November, 2014, 2 December, 2014, 16 December, 2014, 13 January, 2015, and 30 March, COMPOSITION OF BOARD OF DIRECTORS: The Company has 7 Directors at present of which 2 Directors are Executive Director and 3 Directors are Non-Executive Directors and 2 Directors are Independent Directors. The Composition of Board is in Conformity wi e provisions of Companies Act, Sr. No. Name of Director(s) Category No. of Board Meeting attended 1. Hardik A. Shah (DIN: ) 2. Riddhi C. Gala (DIN: ) 3. Mr. Amrut P. Shah. (DIN: ) 4. Mr. Shantilal P. Shah (DIN: ) 5.# Mr. Hasmukh A. Gada (DIN: ) 6.# Mr. Paresh Kumar P Jain (DIN: ) 7.# Mr. Jagdish J. Koari (DIN: ) 8.* Mr. Manikandam P. Kammenchery (DIN: ) 9.* Mr. Raichand P. Shah (DIN: ) 10.* Mr. Kaushal R. She (DIN: ) No. of Directorships held in oer Companies Attendance at e AGM held on September 30, 2014 No. of Committee positions held in oer Companies Chairman Member WTD 11 1 Yes NIL NIL WTD 11 Nil Yes NIL NIL NED 11 3 Yes NIL NIL NED 11 3 Yes NIL NIL NED 4 3 No NIL NIL NED (I) 4 1 Yes NIL NIL NED (I) 11 Nil No NIL NIL NED (I) 7 2 Yes NIL 3 NED 7 Nil Yes NIL NIL NED (I) N.A. 1 N.A. 3 NIL (WTD: Whole-time Director, NED: Non-executive Director, I: Independent Director) # Mr. Hasmukh A. Gada (DIN: ), Mr. Paresh Kumar Jain (DIN: ) and Mr. Jagdish J. Koari (DIN: ) resigned from e office of Director w.e.f. 14/08/2014, 30/09/2014 and 01/04/2015 respectively. * Mr. Manikandam P. Kammencherry (DIN: ), Mr. Raichand P. Shah (DIN: ) and Mr. Kaushal R. She (DIN: ) were appointed as e Directors of Company w.e.f. 14/08/2014, 14/08/2014 and 01/04/2015 respectively. (NOTE: Above mentioned Directorships and Committee positions is eier as on e date of resignation or at present.) COMMITTEES OF BOARD: As per e provisions of e Companies Act, 2013, Company has formed Audit Committee and Nomination & Remuneration Committee. The details of Composition of ese Committees and eir meeting held during e year are as follows: A. AUDIT COMMITTEE: The Audit Committee which acts as a link between e management, external and internal auditors and e Board of Directors of e Company is responsible for overseeing e Company's financial reporting process by providing direction to audit function and monitoring e scope and quality of internal and atutory audits. 11

13 The Audit Committee also looks into e matters as are specifically referred to it by e Board of Directors besides looking into e mandatory requirements of e provisions of Section 177 of e Companies Act, As on date e Audit Committee comprises of Mr. Kaushal R. She, Independent Director as Chairman, Mr. Manikandam P. Kammenchery, Independent Director as Member and Mr. Shantilal P. Shah Non-executive Director as Member. Mr. Manikandam P. Kammenchery, was appointed as member of e Committee w.e.f. 14 October Mr. Kaushal R. She, was appointed as e Chairman of e Committee w.e.f. 1 April During e year, Mr. Hasmukh A. Gada who was e Member of Audit Committee resigned from e Board w.e.f. 14 Augu 2014 and consequently his membership in e Committee also ceased. During e year, Mr. Paresh Kumar P. Jain who was e Chairman of Audit Committee ceased to be e Director of e Company w.e.f. 30 September 2014 and consequently his membership in e Committee also ceased. Mr. Jagdish J. Koari was appointed as member of e Committee w.e.f. 24 May He was appointed as e Chairman of e Committee w.e.f. 14 October However he resigned from e Board w.e.f. 1 April 2015 consequently his membership in e Committee also ceased. All members of e Audit Committee are financially literate. Mr. Paresh Kumar P. Jain, Chairman Audit Committee was present at e Annual General Meeting held on 30 September During e year under review, ree Audit Committee Meetings were held on , and All e recommendations made by e Audit Committee during e year were accepted by e Board. B. NOMINATION & REMUNERATION COMMITTEE As per e provisions of sub-section (1) of Section 178 of e Companies Act, 2013, e Nomination & Remuneration Committee has been conituted by e Board of Directors at eir meeting held on 24 May 2014 consiing of Mr. Paresh Kumar Jain, Independent Director as Chairman, Mr. Jagdish J. Koari, Independent Director as Member and Mr. Shantilal P. Shah, Non-executive Director as Member of e Committee. During e year, Mr. Paresh Kumar P. Jain who was e Chairman of e Committee ceased to be e Director of e Company w.e.f. 30 September 2014 and consequently his membership in e Committee also ceased. Mr. Jagdish J. Koari was appointed as member of e Committee w.e.f. 24 May He was appointed as e Chairman of e Committee w.e.f. 14 October However he resigned from e Board w.e.f. 1 April 2015 consequently his membership in e Committee also ceased. Mr. Manikandam P. Kammenchery, was appointed as member of e Committee w.e.f. 14 October Mr, Kaushal R. She, was appointed as e Chairman of e Committee w.e.f. 1 April As on date e Nomination & Remuneration Committee comprises of Mr. Kaushal R. She, Independent Director as Chairman, Mr. Manikandam P. Kammenchery, Independent Director as Member and Mr. Shantilal P. Shah Non-executive Director as Member. During e year under review, four Nomination & Remuneration Committee Meetings were held on , , and The Remuneration Policy is annexed at e end of is report as Annexure 2. Details of remuneration paid to all Directors are provided in e form MGT 9 attached as Annexure-1 to is report. All e recommendations made by e Nomination & Remuneration Committee during e year were accepted by e Board. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to e requirement under Section 134 (3) (c) of e Companies Act, 2013, it is hereby confirmed at 12

14 (a) In e preparation of e annual accounts, e applicable accounting andards had been followed along wi proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e company at e end of e financial year and of e loss of e company for at period; (c) The directors had taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act, 2013 for safeguarding e assets of e company and for preventing and detecting fraud and oer irregularities; (d) The directors have prepared e annual accounts on a going concern basis; (e) The directors have laid down internal financial controls to be followed by e company and at such internal financial controls are adequate and were operating effectively; and (f) The directors have devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems were adequate and operating effectively. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS: The Independent Directors of e Company have submitted declaration of eir independence ating at ey are fulfilling e criteria of independence as described in section 149 (6) of e Companies Act, 2013, e same were placed before e Board of Directors and Board noted e same. COMPANY'S POLICY ON DIRECTOR' APPOINTMENT AND REMUNERATION: The Company has conituted a Nomination and Remuneration Committee wi 3 non-executive Directors, out of which two Directors are Independent Directors. The Chairman of e Committee is an Independent Director. The Company has framed a Nomination, and Remuneration Policy. The information under section 134 (3) (e) of e Companies Act, 2013 wi respect to e Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and oer matters provided under sub-section (3) of section 178 is attached as annexure-2 to is report. STATUTORY AUDITORS: Ratification: M/s. Bhuta Shah & Co., Chartered Accountants, Mumbai, (ICAI Firm Regiration No W), Statutory Auditors of e Company, were appointed as e Statutory Auditors of e Company to hold e office for a period ree years, from e conclusion of la Annual General Meeting of e Company held on 30 September, The said appointment needs to be ratified by e members of e Company at every annual general meeting during e said period and e Statutory Auditors have confirmed eir eligibility to e effect at eir re-appointment, if made, would be wiin e prescribed limits under e Act and at ey are not disqualified for re-appointment. As required above, e Board has, after considering e recommendations of its Audit Committee, incorporated a suitable resolution for your consideration and approval in e notice calling ensuing Annual General Meeting of e Company. Auditors Observations: The auditor has qualified opinion over e matter of provision for gratuity. They have furer emphasized over e matter of Company's ability to continue as a going concern, Recognition of Deferred Tax Assets and provision not made for certain trade receivables. For furer details refer Independent Auditors Report on Pg no. 24 of is Annual report. Management's Response: Response for Gratuity: The Company has already appointed actuary to carry out actuarial valuation of gratuity. On receipt of report appropriate action would be taken. The Auditor has emphasized over e matter of Company's ability to continue as a going concern. In view of e Management, e Company is expecting a robu grow wi good amount of margin in e near future. The Management is of e opinion at if e expectation materializes in e near future, en a good amount of turn around can be seen in e Company. The Auditor has emphasized over e matter of Recognition of Deferred Tax Assets. The management of e Company is of e opinion at e Company is going into huge turnaround due to earlier Tender in which e Company had participated, has won e same. Giving e Company a win-win position to deliver and hence e Company has recognized Deferred Tax Asset in earlier years by ` 5.19 crore and e same has not been reversed in e current year. 13

15 The Auditor has emphasized over e matter of balance of certain trade receivables and advances. The management is of e view at e amounts are considered realizable. The management is taking necessary eps to recover e trade receivables. INTERNAL AUDITORS: The Company continues to engage M/s Prakkash Muni & Associated (ICAI Firm Regiration No W) as its Internal Auditor. During e year, e Company continued to implement eir suggeions and recommendations to improve e control environment. Their scope of work includes review of processes for safeguarding e assets of e Company, review of operational efficiency, effectiveness of syems and processes, and assessing e internal control rengs in all areas. Internal Auditors findings are discussed wi e process owners and suitable corrective actions taken as per e directions of Audit Committee on an ongoing basis to improve efficiency in operations. COST AUDIT: During e year under review Co Audit was not applicable to e Company's products/ business. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: There was no loan given or guarantee given or invement made or security provided pursuant to Section 186 of e Companies Act, 2013 during e year under review and hence e said provisions are not applicable. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During e year, e Board of Directors, on e recommendation of e Nomination & Remuneration Committee, in eir meeting held on 14 Augu, 2014 has appointed Mr. Raichand P. Shah, broer of Mr. Amrut P. Shah, Chairman and Director and Mr. Shantilal P. Shah, Director, as e Non-executive Director of e Company, on such terms and conditions including remuneration as set out in e Letter of Appointment dated 14 Augu, The company has not entered into any oer transaction falling under Section 188 (1) of e Companies Act, 2013; erefore disclosure under is section is not applicable to e Company. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: Since Our Company is not a manufacturing Company, This clause is not applicable to e Company during e financial year under consideration. FOREIGN EXCHANGE EARNING AND OUTGO: Foreign Exchange Earnings (Amount in `) Nil Nil Foreign Exchange Outgo Nil 1,34,398/- DIRECTORS AND KEY MANAGERIAL PERSONNEL: During e year under review Mr. Amrut P. Shah (DIN: ) Non-Executive Director and Ms. Riddhi C. Gala (DIN: ) Whole-time Director are liable to retire by rotation at e ensuing AGM and offer emselves for reappointment. During e year under review Mr. Jagdish J. Koari (DIN: ) & Mr. Manikandam P. Kammenchery (DIN: ) were appointed as e Independent Directors by e Shareholders in e AGM held on 30 September, 2014 for a term of five (5) years wi effect from 30 September, 2014 till 29 September, 2019 During e year under review Ms. Riddhi C. Gala (DIN: ) who was Director of e Company was re-appointed by Board as Whole-time director as on 15 July, 2014 and was regularized as Whole-time Director at e AGM held on 30 September, During e year under review Mr. Dipesh S. Dedhia was appointed by Board as Chief Financial Officer of e Company w.e.f 15 July During e year under review Mr. Raichand P. Shah (DIN: ) who was appointed as Additional Director of e Company on 14 Augu, 2014 was regularized as Non-executive Director of e Company, liable to retire by rotation at e AGM held on 30 September, During e year under review Mr. Kaushal R. She (DIN: ) was appointed by Board as Additional Independent Director of e Company w.e.f. 1 April, The Company has received notice in writing from Member along wi e deposit of requisite amount under section 160 of e Companies Act, 2013 proposing candidature of Mr. Kaushal R. She (DIN: ), who holds e office of Director up to e date of ensuing AGM, as an Independent Director not liable to retire by rotation and to hold e office for e period of 5 years wi effect from 1 April, 2015 till 31 March,

16 Mr. Paresh Kumar P. Jain (DIN: ) who was liable to retire by rotation and being eligible, but did not offer himself for re-appointment at e Annual General Meeting, vacated e position of Director w.e.f 30 September, Mr. Hasmukh A. Gada (DIN: ) Non-executive Director and Mr. Jagdish J. Koari (DIN: ) Independent Director of e Company demitted office as e Director wi effect from 14 Augu, 2014 and 1 April, 2015 respectively. Ms. Komal M. Khakhar (PAN: BHTPS8676P) Company Secretary and KMP of e Company resigned from e office of Company Secretary of e Company w.e.f. 1 July Brief profile of e Directors seeking appointment/re-appointment at e ensuing AGM has been attached to e Notice of AGM forming part of is report. None of e Directors of e Company are Dis-qualified under Companies Act, The Company has received necessary disclosures, as required under e provisions of Companies Act, BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY: Alough e company has long been following e principle of risk minimization as is e norm in every indury, it has now become a compulsion.therefore, in accordance wi Section 134(3) (n) of e Companies Act, 2013, e Board members were informed about risk assessment and minimization procedures after which e Board formally adopted eps for framing, implementing and monitoring e risk management plan for e company. The main objective of is policy is to ensure suainable business grow wi ability and to promote a pro-active approach in reporting, evaluating and resolving risks associated wi e business. In order to achieve e key objective, e policy eablishes a ructured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, rategies for mitigating inherent risks in accomplishing e grow plans of e Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Invements, retention of talent and expansion of facilities. Risk Management framework shall primarily focus on e elements such as Risk to Company Assets and Property, Employees Related Risks, Foreign Currency Risks, Risks associated wi Non-Compliance of Statutory enactments, Competition Risks, Operational Risks and various oer types of risks which may affect e business or organization. Business risk, inter-alia, furer includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, ese risks are assessed and eps as appropriate are taken to mitigate e same. DETAILS OF DEPOSITS: During e year under review, e Company has not accepted any deposits wiin e meaning of Chapter V of e Companies Act, 2013 read wi e Companies (Acceptance of Deposits) Rules, Hence ere are no details to be disclosed under Rule 8(5) (v) of e Companies (Accounts) Rules, SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There are no significant material orders passed by e Regulators / Courts / Tribunal which would impact e going concern atus of e Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has in place adequate syems of internal control commensurate wi its size and e nature of its operations. These have been designed to provide reasonable assurance wi regard to recording and providing reliable Financial and Operational information, complying wi applicable atutes, safeguarding assets from unauorized use or losses, executing transactions wi proper auorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power wi auority limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of e control syem, adherence to e management inructions and legal compliances. The Company has in place adequate internal financial controls wi reference to financial atements. During e year, such controls were teed and no reportable material weakness in e design or operation was observed. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: Since company has not declared Dividend from e date of Incorporation no amounts remain unpaid and erefore no amount was transferred to IEPF. STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL OF SUBSIDIARIES: During e year under review your Company did not have any subsidiary neier did it have an associate company nor did it enter in to a joint venture wi any oer company. 15

17 VIGIL MECHANISM: Pursuant to e requirement of e Companies Act 2013 applicable to e Company, your Company has adopted Vigil mechanism (While Blower Policy) for satisfying e Company's Code of Conduct and Eics, and particularly to assuring at business is conducted wi integrity and at e Company's financial information is accurate. The reportable matters may be disclosed by e employees to e Management / Managing Director / Chairman of e Audit Committee. No complaint was received during e financial year During e year under review, no employee was denied access to e Audit Committee. HUMAN RESOURCES: Your Company treats its human resources as one of its mo important assets. Your Company continuously inves in attraction, retention and development of talent on an ongoing basis. A number of programs at provide focused people attention are currently underway. Your Company s ru is on e promotion of talent internally rough job rotation and job enlargement. ACKNOWLEDGEMENT: Your Directors place on record eir appreciation for employees at all levels, who have contributed to e grow and performance of your Company. Your Directors also ank e clients, vendors, bankers, shareholders and advisers of e Company for eir continued support. Your Directors also ank e Central and State Governments, and oer atutory auorities for eir continued support. By Order of e Board of Directors E-class Education Syem Limited Sd/- Sd/- Amrut P. Shah Hardik A. Shah Chairman Whole-time Director (DIN: ) (DIN: ) Address: 502, Prangan, 5 Floor, Address: 502, Prangan, 5 Floor, Malviya Road, Vile Parle (Ea), Mumbai: , Mumbai: , Maharashtra, INDIA. Maharashtra, INDIA. Date: 12 Augu, 2015 Place: Mumbai 149, Malviya Road, Vile Parle (Ea), 16

18 Annexure -120 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on financial year ended on Pursuant to Section 92 (3) of e Companies Act, 2013 and rule 12(1) of e Company (Management & Adminiration ) Rules, I REGISTRATION & OTHER DETAILS: i ii iii iv CIN Regiration Date Name of e Company Category/Sub-category of e Company U80212MH2009PLC /20/ E-CLASS EDUCATION SYSTEM LIMITED Indian- Non Government Company v vi Address of e Regiered office & contact details Wheer lied company 5/6 Papa Indurial Eate, Suren Road,Andheri (E ), Mumbai Maharashtra, India. Tel: , Fax NO vii Name, Address & contact details of e Regirar & Transfer Agent, if any. M/s Sharex Dynamic (India) Pvt. Ltd., Unit No. 1, Lura Ind. Premises, Andheri-Kurla Road, Safed Pool, Andheri (Ea), Mumbai Tel: , Fax: II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10% or more of e total turnover of e company shall be ated SL No Name & Description of main products/services NIC Code of e Product /service % to total turnover of e company 1 Education III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES Sl No Name & Address of e Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION 1 Sundaram Multi Pap Limited L21098MH1995PLC Holding 100 2(46) 17

19 IV i) Category wise shareholding Category of Shareholders SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) No. of Shares held at e beginning of e year No. of Shares held at e end of e year % change during e year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares A. Promoters (1) Indian a) Individual/HUF b) Central Govt.or State Govt c) Bodies Corporates d) Bank/FI e) Any oer SUB TOTAL:(A) (1) (2) Foreign a) NRI- Individuals b) Oer Individuals c) Bodies Corp d) Banks/FI e) Any oer SUB TOTAL (A) (2) Total Shareholding of Promoter (A)= (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Initutions a) Mutual Funds b) Banks/FI C) Cenntral govt/ State Government(s) d) Venture Capital Fund e) Insurance Companies f) FIIS g) Foreign Venture Capital Funds h) Oers (specify) SUB TOTAL (B)(1):

20 (2) Non Initutions a) Bodies corporates b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakhs ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs c) Oers (Clearing Member) (c-i) NRI SUB TOTAL (B)(2): Total Public Shareholding (B)= (B)(1)+(B)(2) C. Shares held by Cuodian for GDRs & ADRs Grand Total (A+B+C) (ii)share HOLDING OF PROMOTERS Sr. No. Shareholders Name No. of shares Shareholding at e begginning of e year % of total shares of e company % of shares pledged encumbered to total shares No. of shares Shareholding at e end of e year % of total shares of e company % of shares pledged encumbered to total shares % change in share holding during e year 1 Sundaram Multi Pap Limited Total (iii) Sr. No. CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE) There is no change in Promoters' Shareholding during e year ended 31 March Share holding at e beginning Cumulative Share holding during of e Year e year No. of Shares % of total shares of e company No of shares % of total shares of e company At e beginning of e year Date wise increase/decrease in Promoters Share holding during e year specifying e reasons for increase/decrease (e.g allotment/transfer/bonus/sweat equity etc) At e end of e year

21 (iv) Sr. No (v) Sl. No Shareholding Pattern of top ten Shareholders (oer an Direcors, Promoters & Holders of GDRs & ADRs) E-class Education Syem Limited is e wholly owned Subsidery of Sundaram Multi Pap Limited. Shareholding at e end of e Cumulative Shareholding during e year year For Each of e Top 10 Shareholders No.of shares % of total shares of e company No of shares % of total shares of e company At e beginning of e year Date wise increase/decrease in Promoters Share holding during e year specifying e reasons for increase/decrease (e.g allotment/transfer/bonus/sweat equity etc) At e end of e year (or on e date of separation, if separated during e year) Shareholding of Directors & KMP E-class Education Syem Limited is e wholly owned Subsidery of Sundaram Multi Pap Limited. Shareholding at e end of e Cumulative Shareholding during e year year For Each of e Directors & KMP No.of shares % of total shares of e company No of shares % of total shares of e company At e beginning of e year Date wise increase/decrease in Promoters Share holding during e year specifying e reasons for increase/decrease (e.g allotment/transfer/bonus/sweat equity etc) At e end of e year V INDEBTEDNESS Indebtedness of e Company including intere outanding/accrued but not due for payment Secured Loans Unsecured excluding deposits Loans Indebtness at e beginning of e financial year Deposits Total Indebtedness i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) Change in Indebtedness during e financial year Additions Reduction Net Change

22 Indebtedness at e end of e financial year i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole time director and/or Manager: Sl.No Particulars of Remuneration Name of e MD/WTD/Manager 1 Gross salary Hardik A. Shah Riddhi C. Gala (a) Salary as per provisions contained in section 17(1) of e Income Tax (b) Value of perquisites u/s 17(2) of e Income tax Act, (c ) Profits in lieu of salary under section 17(3) of e Income Tax Act, Stock option Sweat Equity Commission as % of profit oers (specify) 5 Oers, please specify Total (A) Ceiling as per e Act B. Remuneration to oer directors: Total Amount Sl.No Particulars of Remuneration Name of e Directors Total Amount 1 Independent Directors (a) Fee for attending board committee meetings (b) Commission (c ) Oers, please specify Total (1) Oer Non Executive Directors (a) Fee for attending board committee meetings (b) Commission (c ) Oers, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Cieling as per e Act. 21

23 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl. No. Particulars of Remuneration Key Managerial Personnel 1 Gross Salary Dipesh Dedhia Komal Khakhar (a) Salary as per provisions contained in section 17(1) of e Income Tax Act, (b) Value of perquisites u/s 17(2) of e Income Tax Act, 1961 (c ) Profits in lieu of salary under section 17(3) of e Income Tax Act, 1961 Total Stock Option Sweat Equity Commission as % of profit oers, specify 5 Oers, please specify Total VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES Type Se ction of e Companie s Act Brie f De tails of De s cription Pe nalty/punis hme nt/compo unding fe e s impose d Auority (RD/NCLT /Court) Appe all made if any (give de tails) A. COM PANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding N.A. Nil Nil C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding By Order of e Board of Directors E-class Education Syem Limited Nil Sd/- Sd/- Amrut P. Shah Hardik A. Shah Chairman Whole-time Director (DIN: ) (DIN: ) Address: 502, Prangan, 5 Floor, Address: 502, Prangan, 5 Floor, Malviya Road, Vile Parle (Ea), 149, Malviya Road, Vile Parle (Ea), Mumbai: , Mumbai: , Maharashtra, INDIA. Maharashtra, INDIA. Date: 12 Augu, 2015 Place: Mumbai 22

24 Annexure -2. NOMINATION, APPOINTMENT AND REMUNERATION POLICY Purpose: The primary objective of e Policy is to provide a framework and set andards for e nomination, appointment and remuneration of e Directors, Key Managerial Personnel and officials comprising e senior management. The Company aims to achieve a balance of merit, experience and skills among its Directors, Key Managerial Personnel and Senior Management. Account abilities: The Board is ultimately responsible for e appointment of Directors and Key Managerial Personnel. The Board has delegated responsibility for assessing and selecting e candidates for e role of Directors, Key Managerial Personnel and e Senior Management of e Company to e Nomination and Remuneration Committee which makes recommendations & nominations to e Board. Definitions: A. Key Managerial Personnel: Key Managerial Personnel means- 1. Chief Executive Officer or e managing director or e manager; 2. Company Secretary, 3. Whole time Director; 4. Chief Financial Officer; and 5. Such oer officer as may be prescribed. B. Senior Management: Senior Management means personnel of e company who are members of its core management team excluding e Board of Directors. This would also include all members of management one level below e executive directors including all functional heads. Objective of e Policy: As required under e provisions of Section 178 of e Companies Act, 2013, conituted a Board level committee titled Nomination and Remuneration Committee (herein after referred as e Committee) to oversee, inter-alia, matters relating to A. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance wi e criteria laid down, recommend to e Board eir appointment and removal; B. formulate e criteria for determining qualifications positive attributes and independence of a director; C. recommend to e Board a policy relating to e remuneration for e directors, key managerial personnel and oer employees; D. devise a policy on Board Diversity This Policy sets out e framework and guidelines at e said Committee is expected to observe in discharging its functions effectively as contemplated under aforesaid provisions i.e. to oversee process of identifying persons qualified to become directors of e Company, determining eir qualifications, positive attributes and independence as well as identifying persons who may be appointed in senior management in accordance wi e Company's internal requirements from time to time; in making its recommendations to e Board as to eir appointment or removal as e case may be. This Policy also contains e remuneration policy relating to e remuneration of e Directors, Key Managerial and Senior Managerial Personnel as well as policy on Board Diversity as recommended by e Committee and approved by e Board. It is to be noted at framework and guidelines set out hereunder is subject to such periodical reviews and e Committee in consultation wi Board of Directors and top management of e Company, may make such alterations as may be required from time to time to meet e exigencies arising out of atutory modifications or oerwise. POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION: Nomination Criteria for Directors: In identifying and recommending e candidature for appointment as Director, e Committee will consider any or all of e following criteria: 1. Eical andards of integrity and probity, maturity and balance of mind to perform e designated role, ability to bring exercise of independent judgment and judicious inking, qualification, expertise as rategi, eminence in his field of expertise. 23

25 2. Possessing appropriate skills, experience and knowledge in one or more fields of Business including International Business, Strategy and Expansion, Engineering, Medicine, finance, law, management, sales, marketing, adminiration, research, corporate governance, technical operations or oer disciplines related to preferably e company's business. 3. Non-disqualified under e applicable provisions of Companies Act, 2013, rules made ereunder, or any oer enactment for e time being in force, as e case may be; 4. Ensure at e proposed Director consents to act as Director and can devote his time and energies towards e overall development and betterment of e Company's business. 5. Ensure at e proposed Director discloses his intere and Company's shareholding, if any and e Committee feels at such intere will not affect in discharging his duties towards e Company in pursuance of e said appointment. 6. Ensure at e candidature of e Director will be in line wi and promote e objectives enshrined in Company's policy on Board Diversity. Additional Criteria for Appointment of Independent Directors: The Committee will consider wheer e Director meets e criteria of Independence as well as oer attributes as mentioned under e provisions of Section 149 of e Companies Act, 2013 read wi applicable rules and Schedule IV ereunder, including any amendments made ereof from time to time. Nomination Criteria for KMPs / Senior Management personnel: The committee will consider: 1. Eical andards of integrity and probity, maturity and balance of mind to perform e designated role, qualification, expertise and experience. 2. Possessing adequate qualification, expertise and experience as prescribed by e Company for e position he / she is considered for appointment. The Committee for is purpose, if required, will avail e assiance of oer top executives of e Company but however, has discretion to decide wheer qualification, expertise and experience possessed by a person is sufficient / satisfactory for e concerned position. 3. Ensure at e person discloses his intere and e Committee feels at such intere will not affect in discharging his duties towards e Company in pursuance of e said appointment. 4. Ensure at e Company shall not appoint or continue e employment of any person as Managing Director, Wholetime Director or Manager who is below e age of Twenty-one years or has attained e age of seventy years wiout e approval of shareholders by passing a special resolution wi proper juification. Additional Responsibility of e Board: It is furer to be noticed at it is e responsibility of e Board to obtain oer relevant and applicable approvals and procedures as laid down under e provisions of e Companies Act, 2013, rules made ereunder, or any oer enactment for e time being in force and applicable as e case may be. Term / Tenure, Continuity and Renewal: The Term / Tenure of e Directors shall be governed as per provisions of e Companies Act, 2013 and rules made ereunder as amended from time to time. The terms of KMPs and oer Senior Management employees shall be governed under eir respective terms of appointment. As regards e continuity or renewal of appointment of Directors; eir resignation and removal, e Committee will make its recommendations to e Board, based on provisions as contemplated under e Companies Act, 2013 and oer applicable laws relating to disqualifications, resignation, removal and retirement. Directors, KMPs and Senior Management Personnel shall retire as per e applicable provisions of e Act and e prevailing policy of e Company respectively. The Board will have e discretion to retain e Director, KMP, Senior Management Personnel in e same position/ remuneration or oerwise even after attaining e retirement age, for e benefit of e Company. Matters pertaining to Remuneration: This policy also sets out e following remuneration policy applicable to e remuneration payable to Directors, key managerial and oer Senior Managerial personnel and oer employees of e Company. General: 1. The Company's remuneration policy, in general, is driven by e success and performance of e individual employee as well as his expertise in critical areas of operations of e Company. 24

26 2. The Committee will recommend e remuneration to be paid to e Managing Director, Whole-time Director, KMP and Senior Management Personnel to e Board for eir approval and while recommending such remuneration, e Committee will consider, inter-alia, wheer a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate e person of e quality or expertise required to run e company successfully; b) The remuneration is comparable and in proportion to e accepted indury andards; c) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and d) To e extent possible, such 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 e working of e company and its goals. 3. The remuneration / compensation / commission etc. so recommended shall be subject to e prior/po approval of e shareholders of e Company and Central Government, wherever required. 4. Increments to e exiing remuneration/ compensation ructure may be recommended by e Committee to e Board which should be wiin e slabs approved by e Shareholders in e case of Executive Directors. 5. Where if any insurance is taken by e Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, e Company Secretary and any oer employees for indemnifying em again any liability, e premium paid on such insurance shall not be treated as part of e remuneration payable to any such personnel. Provided at if such person is proved to be guilty, e premium paid on such insurance shall be treated as part of e remuneration. 6. Loans, advances and oer similar kind of benefits to KMPs, Senior Management Personnel will be governed by Company's relevant policies as applicable to all e employees of e Company read wi relevant provisions of all applicable laws in at connection. Remuneration to Executive Directors, KMPs and Senior Management Personnel: A. Fixed pay: The Executive Director/ KMPs shall be eligible for a monly remuneration as may be approved by e Board on e recommendation of e Committee. The breakup of e pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc., shall be decided and approved by e Board/ e Person auorized by e Board on e recommendation of e Committee and approved by e shareholders and/or Central Government, wherever required. Besides, Managing Director may be eligible for commission such at e total remuneration payable shall not exceed 5% of e net profits for each financial year as determined under e provisions of e Companies Act, Remuneration payable to Senior Management Personnel will be governed by eir respective terms of appointment. B. Minimum Remuneration: If, in any financial year, e Company has no profits or its profits are inadequate, e Company shall pay remuneration to its Directors including Managing Director and Whole-time Director in accordance wi e provisions of Schedule V of e Act and if it is not able to comply wi such provisions, wi e previous approval of e Central Government. C. Provisions for excess remuneration: If any Executive Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of e limits prescribed under e Act or wiout e prior sanction of e Central Government, where required, he /she shall refund such sums to e Company and until such sum is refunded, hold it in tru for e Company. The Company shall not waive recovery of such sum refundable to it unless permitted by e Central Government. Remuneration to Non-Executive / Independent Directors: A. Sitting Fee: The Non- Executive / Independent Directors may receive remuneration by way of fee for attending meetings of Board or Committee ereof. Provided at e amount of such fee shall not exceed such amount per meeting as may be prescribed under e provisions of e Companies Act, 2013 and rules made ereunder (as amended from time to time and approved by e Board). B. Commission: Commission may be paid wiin e monetary limit approved by shareholders, subject to e limit not exceeding 1% of e profits of e Company computed as per e applicable provisions of e Act. 25

27 To e Members of E-Class Education Syem Limited Report on e Financial Statements Independent Auditors' Report We have audited e accompanying financial atements of E-CLASS EDUCATION SYSTEM LIMITED ( e Company ), which comprise e Balance Sheet as at 31 March 2015, e Statement of Profit and Loss and e Cash Flow Statement for e year en ended, and a summary of significant accounting policies and oer explanatory information. Management's Responsibility on Financial Statements The Company's Board of Directors are responsible for e matters ated in Section 134(5) of e Companies Act, 2013 ( e Act ) wi respect to e preparation of ese andalone financial atements at give a true and fair view of e financial position, financial performance and cash flows of e Company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance wi e provision of e Act for safeguarding e assets of e Company and for preventing and detecting frauds and oer irregularities; selection and application or appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on ese andalone financial atements based on our audit. We have taken into account e provision of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provision of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosure in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Company's preparation of e financial atements at give a true and fair view in order to design audit procedures at are appropriate in e circumances, but not for e purpose of expressing an opinion on wheer e Company has in place an adequate internal financial controls syem over financial reporting and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Company's Directors, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on e andalone financial atements. Basis for Qualified Opinion As more fully explained in Note 33 to e financial atements, no provision is made for gratuity which conitutes a departure from e Accounting Standard - 15 "Employee Benefits (revised 2005)". We were unable to obtain sufficient appropriate audit evidence, consequently e impact ereof on e loss for e year and liability as at year end is not ascertainable. Qualified Opinion In our opinion and to e be of our information and according to e explanations given to us, except for e possible effects of e matter described in e Basis for Qualified Opinion paragraph above, e aforesaid andalone financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e ate of affairs of e Company as at 31 March 2015 and its loss and its cash flows for e year ended on at date. 26

28 Annexure to Independent Auditors' Report (Referred to in paragraph 1 under e heading of Report on Oer Legal and Regulatory Requirements of our Report of even date) i) In respect of fixed Assets: (a) The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets. (b) The Company has a program of verification of fixed assets to cover all e items in a phased manner over a period of ree years which, in our opinion, is reasonable having regard to e size of e Company and e nature of its assets. Pursuant to e program, certain fixed assets were physically verified by e Management during e year. According to e information and explanations given to us no material discrepancies were noticed on such verification. ii) In respect of Inventory: 1) As explained to us, e inventories have been physically verified during e year by e Management at reasonable intervals. 2) In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e Management are reasonable and adequate in relation to e size of e Company and e nature of its business. 3) In our opinion and according to e information and explanations given to us, e Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. iii) The Company has not granted any loans, secured or unsecured, to companies, firms or oer parties covered in e Regier maintained under Section 189 of e Companies Act, iv) In our opinion and according to e information and explanations given to us, ere is an adequate internal control syem commensurate wi e size of e Company and e nature of its business for e purchase of inventory, fixed assets and for e sale of goods and services. During e course of our audit, we have not observed any major weakness in e internal control syem. v) According to e information and explanations given to us, e Company has not accepted any deposit during e year. vi) Having regard to e nature of e Company's business / activities / results during e year, clauses (vi) of paragraph 3 of e Order, are not applicable to e Company. vii) According to e information and explanations given to us, in respect of atutory dues: (a) The Company is not regular in depositing, undisputed atutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Service Tax; Value added Tax and oer material atutory dues applicable to it wi e appropriate auorities. (b) There were undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax and oer material atutory dues in arrears as at March 31, 2015 for a period of more an six mons from e date ey became payable, e same is tabulated as under: Name of Statute Nature of Dues Period to which e Amount Relates Amount Involved (`) ESIC ACT, 1948 Employees State Insurance Corporation Augu to March ,720/- Maharashtra Profession Profession Tax June to March ,625/- Tax Act, 1975 Income Tax Act, 1961 Tax Deducted at Source on Professional Fees (194J) April to March 2015 Before March ,86,681/- 2,53,634/- Tax Deducted at Source on Brokerage and Commission (194H) December to Mar 2015 Before March ,971/- 839/- Tax Deducted at Source on Rent (194I) May to March 2015 Before Mar ,738/- 1,15,264/- Tax Deducted at Source on Contractors (194C) April to March 2015 Before March ,877/- 51,823/- Tax Deducted at Source on Intere (194A) Before March ,43,891/- Tax Deducted at Source on Salary (192B) April to March 2015 Before March ,931/- 4,31,812/- 27

29 Emphasis of Matters We draw attention to e following matters in e notes to financial atements: (a) Note 4 in e financial atement which indicates at e Company has accumulated losses and its net wor has been fully eroded, e Company has incurred a net loss and net cash loss during e current and previous year(s) and, e Company's current liabilities exceeded its current assets as at e balance sheet date. These conditions indicate e exience of a material uncertainty at may ca significant doubt about e Company's ability to continue as a going concern. However, e financial atements of e Company have been prepared on a going concern basis for e reasons ated in e said Note. (b) Note 10 in e andalone financial atements which indicates at, e Company has recognized deferred tax assets of Rs.51,955,496/- on brought forward business losses and unabsorbed depreciation to e extent ere is deferred tax liability on timing difference at will reverse in future. (c) Note 25 in e financial atements which indicate at, balances of certain trade receivables and advances are subject to confirmation and reconciliation. However, e management does not expect any material variation affecting e current year's financial atements on account of such reconciliation / adjuments. Accordingly, no provision has been made in e financial atements. Our opinion is not modified in respect of ese matters. Report on Oer Legal and Regulatory Requirements 1) As required by e Companies (Auditor's Report) Order, 2015 ( e Order ) issued by e Central Government of India in terms of sub-section (11) of section 143 of e Act, we give in e Annexure a atement on e matters specified in e paragraph 3 and 4 of e Order. 2) As required by Section 143 (3) of e Act, we report at: (a) we have sought and obtained all e information and explanations which to e be of our knowledge and belief were necessary for e purposes of our audit. (b) in our opinion proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books; (c) e Balance sheet, e Statement of Profit and Loss and e Cash Flow Statement dealt wi by is Report are in agreement wi e books of account; (d) in our opinion, e aforesaid andalone financial atements comply wi e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, 2014; (e) on e basis of e written representations received from e directors as on 31 March 2015 taken on record by e Board of Directors, none of e directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of e Act; and (f) wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014, in our opinion and to e be of our information and according to e explanations given to us: i. The Company does not have pending litigations on its financial position in its financial atements; ii. The Company did not have any long-term contracts including derivative contracts for which ere were any material foreseeable losses; and iii. There were no amounts which were required to be transferred to e Inveor Education and Protection Fund by e Company. For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: W CA. Shailesh Bhuta Partner Membership No.: Mumbai, 24 May,

30 Annexure to Independent Auditors' Report (Referred to in paragraph 1 under e heading of Report on Oer Legal and Regulatory Requirements of our Report of even date) I) In respect of fixed Assets: (a) The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets. (b) The Company has a program of verification of fixed assets to cover all e items in a phased manner over a period of ree years which, in our opinion, is reasonable having regard to e size of e Company and e nature of its assets. Pursuant to e program, certain fixed assets were physically verified by e Management during e year. According to e information and explanations given to us no material discrepancies were noticed on such verification. ii) In respect of Inventory: 1) As explained to us, e inventories have been physically verified during e year by e Management at reasonable intervals. 2) In our opinion and according to e information and explanations given to us, e procedures of physical verification of inventories followed by e Management are reasonable and adequate in relation to e size of e Company and e nature of its business. 3) In our opinion and according to e information and explanations given to us, e Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. iii) The Company has not granted any loans, secured or unsecured, to companies, firms or oer parties covered in e Regier maintained under Section 189 of e Companies Act, iv) In our opinion and according to e information and explanations given to us, ere is an adequate internal control syem commensurate wi e size of e Company and e nature of its business for e purchase of inventory, fixed assets and for e sale of goods and services. During e course of our audit, we have not observed any major weakness in e internal control syem. v) According to e information and explanations given to us, e Company has not accepted any deposit during e year. vi) Having regard to e nature of e Company's business / activities / results during e year, clauses (vi) of paragraph 3 of e Order, are not applicable to e Company. vii) According to e information and explanations given to us, in respect of atutory dues: (a) The Company is not regular in depositing, undisputed atutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Service Tax; Value added Tax and oer material atutory dues applicable to it wi e appropriate auorities. (b) There were undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax and oer material atutory dues in arrears as at March 31, 2015 for a period of more an six mons from e date ey became payable, e same is tabulated as under: Name of Statute Nature of Dues Period to which e Amount Relates Amount Involved (`) ESIC ACT, 1948 Employees State Insurance Augu to March ,720/- Corporation Maharashtra Profession Tax June to March ,625/- Profession Tax Act, 1975 Income Tax Act, 1961 Tax Deducted at Source on Professional Fees (194J) April to March 2015 Before March ,86,681/- 2,53,634/- Tax Deducted at Source on Brokerage and Commission (194H) December to Mar 2015 Before March ,971/- 839/- Tax Deducted at Source on Rent (194I) May to March 2015 Before Mar ,738/- 1,15,264/- Tax Deducted at Source on Contractors (194C) April to March 2015 Before March ,877/- 51,823/- Tax Deducted at Source on Intere Before March ,43,891/- (194A) Tax Deducted at Source on Salary (192B) April to March 2015 Before March ,931/- 4,31,812/- 29

31 (c) There were no dues of Income-tax, Service Tax, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes. (d) There are no amounts at are due to be transferred to e Inveor Education and Protection Fund in accordance wi e relevant provisions of e Companies Act, 1956 (1 of 1956) and Rules made ereunder. viii) The Company has accumulated losses of Rs. 178,275,737/- which is not less an fifty per cent of its net wor and has incurred cash loss of Rs. 3,93,82,049/- during e financial year covered by our audit and in e immediately preceding financial year ere were accumulated losses of Rs. 119,468,297/- and has incurred cash losses of Rs. 46,096,548/-. ix) In our opinion and according to e information and explanations given to us, e Company has neier obtained nor defaulted in e repayment of dues to e financial initutions, banks and debenture holders. x) According to e information and explanations given to us and based on e documents and records produced before us, e Company has not given any guarantee for loan taken by oers from bank and financial initutions. xi) In our opinion and according to e information and explanations given to us, e company has not obtained term loan during e year under consideration. xii) To e be of our knowledge and according to e information and explanations given to us, no fraud by e Company and no material fraud on e Company has been noticed or reported during e year. For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: W CA. Shailesh Bhuta Partner Membership No.: Mumbai, 24 May,

32 E-CLASS EDUCATION SYSTEM LIMITED BALANCE SHEET AS AT 31 MARCH, 2015 Particulars Note No. As at 31 March, 2015 As at 31 March, 2014 ` ` EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 150,000, ,000,000 Reserves And Surplus 4 (178,275,737) (119,468,297) (28,275,737) 30,531,703 Non-Current Liabilities Long-Term Borrowings 5-10,254,843-10,254,843 Current Liabilities Short-Term Borrowings 6 253,837, ,987,255 Trade Payables 7 2,936,231 5,947,926 Oer Current Liabilities 8 11,277,907 20,860, ,051, ,795,971 Total Equity & Liabilities 239,775, ,582,517 ASSETS Non-Current Assets Fixed Assets Tangible Assets 9A 5,409,361 8,517,993 Intangible Assets 9B 46,663,221 61,105,813 52,072,582 69,623,806 Deferred Tax Assets (Net) 10 51,955,496 51,955,496 Long Term Loans And Advances 11 58,297,662 61,170, ,325, ,749,972 Current Assets Inventories 12 32,084,619 34,418,833 Trade Receivables 13 34,313,200 40,988,458 Cash And Cash Equivalents 14 6,987,359 9,178,753 Short-Term Loans And Advances 15 4,064,958 4,246,501 77,450,136 88,832,546 Total Assets 239,775, ,582,517 Significant Accounting Policies 1 to 35 The accompanying notes form an integral part of e andalone financial atements 1 to 36 As per our report of even date attached For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: W For and on behalf of e Board of Directors CA Sailesh Bhuta Partner Membership No.: Amrut P. Shah Chairman Hardik A. Shah Whole-time Director Mumbai, 24 April, 2015 Dipesh S.Dadhia Chief Financial Officer Komal M Khakhar Company Secretary 31

33 E-CLASS EDUCATION SYSTEM LIMITED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31 MARCH, 2015 Particulars Notes Year Ended 31 March, 2015 Year Ended 31 March, 2014 INCOME ` ` Revenue From Operations 16 16,187,970 22,863,111 Oer Income ,492 - Total Income (I) 16,289,462 22,863,111 EXPENSES Co Of Materials Consumed 18 5,274,956 5,092,433 Employee Benefits Expenses 19 6,879,362 12,367,698 Finance Co 20 38,931,766 33,679,014 Depreciation And Amortization Expenses 21 19,835,861 20,735,994 Oer Expenses 22 4,585,427 17,820,514 Total Expenses (II) 75,507,372 89,695,653 Profit / (Loss) Before Tax (I) - (II) (59,217,910) (66,832,542) TAX EXPENSES: (1) Current Tax - - (2) Deferred Tax - (29,952,801) (3) Short / (Excess) Provision Of Earlier Years - 22,410 Total Tax Expenses - (29,930,391) Profit / (Loss) For The Year (59,217,910) (36,902,151) Earnings Per Share (Face Value of ` 10/- each) (1) Basic (3.95) (2.46) (2) Diluted (3.95) (2.46) Significant Accounting Policies The accompanying notes form an integral part of e andalone financial atements 1 to As per our report of even date attached For Bhuta Shah & Co. For and on behalf of e Board of Directors Chartered Accountants Firm Reg. No.: W CA Sailesh Bhuta Partner Membership No.: Amrut P. Shah Chairman Hardik A. Shah Whole-time Director Mumbai, 24 April, 2015 Dipesh S.Dadhia Chief Financial Officer Komal M Khakhar Company Secretary 32

34 E-CLASS EDUCATION SYSTEM LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2015 Particulars Year Ended Year Ended 31 MARCH, MARCH, 2014 Amount in ` Amount in ` A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before Tax and Extraordinary items (59,217,910) (66,832,542) Adjument For : Depreciation 19,835,861 20,735,994 Intere Income - (1,746,410) Dividend Income - - Preliminary Expenses W/Off - - Intere Paid 38,931,766 33,679,014 (Profit)/Loss On Sale Of Assets (Net) ,767,627 52,668,598 (450,284) (14,163,944) Operating Profit Before Working Capital Changes Adjument For : Trade Receivables 6,675,258 (28,913) Inventories 2,334, ,500 Loans & Advances 3,054,551 (7,323,414) Oer Current Assets - - Trade Payables (3,011,695) 1,532,276 Oer Liabilities & Provisions (9,582,884) 2,329,257 (530,555) (2,719,294) Cash Generated From Operations (980,839) (16,883,238) Direct Taxes Paid(Net) - (22,410) Net Cash Flow Operating Activities (980,839) (16,905,648) B. Cash Flow From Inveing Activities Purchase Of Tangible Fixed Assets (Net) (1,874,167) (3,143,356) Sale Of Tangible Fixed Assets - - Purchase Of Equity Shares Of subsidiary - - Dividend Received - - Net Cash Flow From Inveing Activities (1,874,167) (3,143,356) C. Cash Flow From Financing Activities: Additional/(Repayment) Of Loan To Holding Company 37,253,393 62,394,910 Proceeds From Borrowings 2,341,984 (10,563,473) Proceeds From Issue Of Share Caiptal - - Intere Received - 1,746,410 Intere Paid (38,931,766) (33,679,014) Dividend Paid (Incl. Of Tax) - - Net Cash Flow From Financing Activites 663,612 19,898,833 Net Increase/(Decrease) In Cash And Cash Equivalents (A+B+C) (2,191,394) (150,171) Cash And Cash Equivalent At Beninning Of The Year 9,178,753 9,328,924 Cash And Cash Equivalent At End Of The Year 6,987,359 9,178,753 Net Increase/(Decrease) (2,191,394) (150,171) Note: 1 Cash And Cash Equivalents Consis Of Cash On Hand And Balance Wi Banks. 2 The Above Cash Flow Statement Has Been Prepared Under The Indirect Meod As Set Out In Accounting Standard - 3 "Cash Flow Statement" Issued By The Initute Of Chartered Accountants Of India. 3 Previous Year's Figures Have Been Re-Grouped/Re-Arranged Wherever Necessary. As per our report of even date attached For Bhuta Shah & Co. Chartered Accountants Firm Regn. No W For and on behalf of e Board CA. Sailesh Bhuta Partner Membership No.: Amrut P. Shah Hardik A. Shah Chairman Whole-time Director Mumbai, 24 April, Dipesh S.Dadhia Chief Financial Officer Komal M Khakhar Company Secretary

35 Note 1 E-learning: Leveraging e powers of Computers and using a blend of Internet, Mobile, and oer means of Digital Communication Technologies, E-class Education Syem Limited our Wholly-owned Subsidiary Company is taking quality and affordable education to reach e millions of Students across e Maharashtra and even e remote areas of e State. E-class aims at educating e Majority of e Students across e ate by providing various products such as Smartphone Application, Android Memory cards, Pen-drives etc. E-class offers E-Educational/ Digital products mapped to e Maharashtra State board, for 1 to 10 Standard syllabus courses on all e Subjects in Marai, English, and Semi- English Languages. Our content have been designed and reviewed by eminent Academicians. It contains various chapter notes along wi practical examples which can help to underand e concept. It also contains e queion answer and Mind-map at e end of e chapter to te and enhance e knowledge. Wi e increasing Government initiatives to promote e vision of Digital India, Universal digital literacy, universally accessible digital resources, e management is expecting an increase in e demand for E-learning content and positive for e future grow of e Company. Note 2 SIGNIFICANT ACCOUNTING POLICIES: i. Accounting Conventions: These financial atements have been prepared in accordance wi Indian Generally Accepted Accounting Principles (GAAP) under hiorical co convention on accrual basis except for certain financial inrument which are measured at fair values including Accounting Standards issued by e Initute of Chartered Accountants of India referred to in section 133 (3C) of e Companies Act, 2013 ( e Ac ) read wi rule 7 of e Companies (Accounts) Rules, 2014, e provision of e Act (to e extent notified). Accounting policies have been consiently applied except where a newly issued accounting andard is initially adopted or a revision to an exiing accounting andard requires a change in e accounting policy hierto in use. ii. Use of Eimates: Preparation of financial atements in conformity of Generally Accepted Accounting Principles requires at e Management of e Company makes eimates and assumptions at affect e reported amount of income and expenses of e period, e reported balances of assets and liabilities and e assumptions relating to contingent liabilities as on e date of e financial atements. Examples of such eimates include e useful life of tangible and intangible fixed assets, provision for doubtful debts/advances, future obligation in respect of retirement benefit plans, etc. Difference, if any, between e actual results and eimates is recognized in e period in which e results are known and if material, eir effects are disclosed in e notes to e financial atements. iii. Fixed Assets: Tangible fixed assets are ated at co of acquisition less accumulated depreciation and impairment and include amounts added on revaluation if any. The co of Tangible Asset comprises its purchase price, borrowing co and any co directly attributable to bringing e asset to its working condition for its intended use. Capital work-in-progress comprises of co of fixed assets at are not yet ready for eir intended use as at reporting date. Intangible assets are recorded at e consideration paid for acquisition of such assets and are carried at co of acquisition net of any recoverable taxes less accumulated amortization and impairment, if any. iv. Depreciation / Amortization: Depreciation on tangible fixed assets is provided on raight line meod as per e useful life prescribed in Schedule II of e Act. Depreciation on addition/deletion of assets during e year is provided on pro-rata basis. Brand is amortized over a period of five years on a syematic basis as decided by e management at e rate of 20% in each year. v. Invement: Non-current Invements are ated at co. Provision for diminution in e value is made only if such a decline is oer an temporary. Current invements are carried at lower of co or fair value/ market value, determined on individual basis. vi. Valuation of Inventories: Raw materials, ores and packing materials are valued at lower of co or net realizable value. Co is assigned on FIFO basis. Semi - finished goods are valued at raw material co plus proportionate manufacturing overheads. Finished goods are valued at lower of e co or net realizable value. Unrealized profit, if any, in inter unit transaction is eliminated to e extent possible. vii. Revenue Recognition: a) The Company recognizes revenue on sale of products upon dispatch to e cuomer or when delivered to e ocean 34

36 carrier for export sales, which is when risks and rewards of ownership are passed to e cuomer. Sales are shown net of returns, discounts, excise duty and sales tax. b) Dividend income on invement is accounted for in e year in which e right to receive e payment is eablished. c) Intere income is recognized on e time proportion basis taking into account amount outanding and intere rate applicable. viii. Employee Benefits: a) Short Term Employee Benefits: All employee benefits payable wholly wiin twelve mons of rendering e service are classified as short-term employee benefits. Benefits such as salaries and wages, leave salary etc. and e expected co of ex-gratia are recognized in e period in which e employee renders e related service. b) Po-Employment Benefits: i) Defined contribution plans: A defined contribution plan is a po-employment benefit plan under which e company pays specified contributions to e separate entity. The Company makes specified monly contributions towards employee provident fund. The Company's contribution paid / payable under e schemes is recognized as an expense in e atement of profit and loss during e period in which e employee renders e related service. ii) Defined benefit plan: The Company's gratuity benefit scheme is a defined benefit plan. The co of providing benefits is determined using e Projected Unit Credit meod, wi actuarial valuations being carried out at each balance sheet date. c) Leave encashment: Liability on account of Leave Encashment up to year end has been provided/ paid during e year. None of e employee is allowed to carry forward leave to subsequent period. ix. Foreign Currency Transactions: Transactions in foreign currency are recorded at e rate of exchange in force at e time transactions are affected. Exchange differences arising on settlement of ese transactions are recognized in e Statement of Profit and Loss. Monetary items (oer an ose related to acquisition of fixed assets) denominated in foreign currency are revalued using e exchange rate prevailing at date of e Balance Sheet and resulting exchange difference is recognized in e Statement of Profit and Loss. Non monetary foreign currency items are carried at co. x. Borrowing Co: Borrowing Cos at are attributable to acquisition or conruction of a qualifying asset are capitalized as a part of e co of such asset. A Qualifying asset is one at necessarily takes a subantial period of time to get ready for intended use. All oer borrowing cos are charged to Statement of Profit and Loss. xi. Provision for Taxes: Provision for current tax is determined in accordance wi e Income Tax laws prevailing for e relevant assessment years. Deferred tax arising due to timing difference between e book profit and tax profit for e year has been not accounted for. As per AS 22, Deferred Tax assets should be recognized and carriedforward only to e extent at ere is reasonable certainty at sufficient future taxable income will be available again which such deferred tax asset can be realized. The company does not have such virtual certainty hence no DTA is recognized. xii. Impairment of Fixed Assets: At each Balance Sheet date, e Company reviews e carrying amount of its fixed assets to determine wheer ere is any indication at ose assets suffered an impairment loss. If any such indication exis, e recoverable amount of e asset is eimated in order to determine e extent of impairment loss. Recoverable amount is e higher of an asset's net selling price and value in use. In assessing value in use, e eimated future cash flows expected from e continuing use of e asset and from its disposal are discounted to eir present value using a pre-discount rate at reflects e current market assessments of time value of money and e risks specific to e asset. xiii. Leases: Lease of assets under which all e risk and rewards of ownership are effectively retained by e lessor are classified as operating leases. Lease payments under operating leases are recognized as expenses on accrual basis in accordance wi respective lease agreements. xiv. Contingent Liability: The Company creates a provision when ere is a present obligation as a result of pa event at probably requires an 35

37 outflow of resources and a reliable eimate can be made of e amount of obligation. A disclosure for contingent liability is made when ere is a possible obligation or a present obligation at may, but probably will not result in outflow of resources. When ere is a possible obligation or present obligation in respect of which e likelihood of outflow of resources is remote, no provision or disclosure is made. NOTE 3 : SHARE CAPITAL ` ` As at 31 As at 31 March, 2015 March, 2014 Auorized Capital 25,000,000 (P.Y. 25,000,000) Equity Shares Of ` 10/- Each 250,000, ,000, ,000, ,000,000 Issued, Subscribed & Paid - Up Capital 15,000,000 (P.Y. 15,000,000) Equity Shares Of ` 10/- Each fully paid up 150,000, ,000,000 Total Of Issued, Subscribed And Fully Paid Up Share Capital 150,000, ,000,000 a) Reconciliation of e Number of Shares outanding and e amount of shaer capital as at 31 March, 2015 and 31 March, 2014 is set out below: Particulars Equity Shares Equity Shares Number ` Number ` Shares Outanding At The Beginning Of The Year 15,000, ,000,000 15,000, ,000,000 Shares Issued During The Year Shares Bought Back During The Year Shares Outanding At The End Of The Year 15,000, ,000,000 15,000, ,000,000 b) Terms And Rights Attached To Equity Shareholders: The Company has only one class of equity shares having a face value of ` 10/- per share. Each holder of equity shares is entitled to one vote per equity share. A member shall not have any right to vote whil any call or oer sum shall be due and payable to e Company in respect of any of e shares of such member. All equity shares of e company rank pari passu in all respects including e right to dividend. In e event of winding-up, subject to e rights of holders of shares issued upon special terms and conditions, e holders of equity shares shall be entitled to receive remaining assets, if any, in proportion to e number of shares held at e time of commencement of winding-up. The shareholders have all oer rights as available to equity shareholders as per e provisions of e Companies Act, 2013, read togeer wi e memorandum of association and articles of association of e company, as applicable. c) The Company is a wholly owned subsidiary company of Sundaram Multi Pap Limited. d) The Details Of Share Holders Holding More Than 5% Shares Name of Shareholder As at 31 March, 2015 As at 31 March, 2014 No. of Shares % of Holding No. of Shares % of Holding Sundaram Multi Pap Limited 15,000, ,000, NOTE 4 : RESERVES & SURPLUS ` ` As at 31 March, 2015 As at 31 March, 2014 General Reserve - - Surplus/ (Deficit) In Statement Of Profit And Loss Opening Balance (119,468,297) (82,566,146) Add: Depreciation Adjued Again Free Reserves 410,470 Add: Net Profit/(Loss) For The Year (59,217,910) (36,902,151) Balance Available For Appropriation (178,275,737) (119,468,297) Less: Appropriations - Proposed Dividend Dividend Diribution Tax Transfer To General Reserve - - Closing Balance (178,275,737) (119,468,297) Total of Reserves & Surplus (178,275,737) (119,468,297) 36

38 NOTE 5 : LONG TERM BORROWINGS ` ` As at 31 March, 2015 As at 31 March, 2014 Term Loan Unsecured From Oer Financial Initutions* - 10,254,843 (Refer Note 8 For Current Maturities Of Long Term Debt) * Total of Long Term Borrowings - 10,254,843 It was taken again pledge of promoter shares in e company carrying intere rate of 18% and e same as been repaid in current year. NOTE 6 :SHORT TERM BORROWINGS ` ` As at 31 March, 2015 As at 31 March, 2014 Loan Repayable On Demand Secured From Public Financial Initutions *** - 15,009,510 *** Unsecured Loan And Advances From Related Parties Unsecured Loans & Advances From Holding Company, Sundaram Multi Pap Limited 223,231, ,977,745 Loan From Directors* 30,606,337 3,000,000 Total of Short Term Borrowings 253,837, ,987,255 Secured by pledge of unencumbered lied shares of Sundaram Multi Pap Ltd held by promoter, subservient charge on movabale assets of e company by way of hypoecation as well as personal gurantee of Director Mr Amrut P Shah and letter of Comfort from Sundaram Multipap Ltd, carrying intere of 15.50%. * Loan from Directors is intere free. NOTE 7 : TRADE PAYABLES ` ` As at 31 March, 2015 As at 31 March, 2014 Trade Payables 2,936,231 5,947,926 (Refer Note 27 For Details Of Dues To Micro, Small And Medium Enterprises) Total of Trade Payable 2,936,231 5,947,926 NOTE 8 : OTHER CURRENT LIABILITIES ` ` As at 31 March, 2015 As at 31 March, 2014 Current Maturities Of Long-Term Borrwings (Refer Note 3) From Oer Financial Initutions 1,000,000 9,859,064 Advance From Cuomers 1,128,857 1,373,908 Oer Payables Outanding Expenses 6,627,675 5,330,980 Outanding Statutory Liabilities 1,741,375 3,816,839 Trade Deposits 780, ,000 Total of Oer Current Liabilities 11,277,907 20,860,791 37

39 38

40 NOTE 10 : DEFERRED TAX ASSETS (NET) ` ` As at 31 March, 2015 As at 31 March, 2014 Liabilities Depreciation 4,775,817 4,775,817 (A) 4,775,817 4,775,817 Assets Employee Benefits / Expenses Allowable on Payment Basis - - Unabsorbed Depreciation and business losses 56,731,313 56,731,313 (B) 56,731,313 56,731,313 Less: Opening Net Deferred Tax Liability (C) (51,955,496) (22,002,695) Net Deferred Tax Liability / (Asset) Charged To Statement Of Profit (D) And = Loss A-B-C - (29,952,801) Net Deferred Tax Liability / (Asset) (E )=C+D (51,955,496) (51,955,496) NOTE 11 : LONG TERM LOANS AND ADVANCES ` ` As at 31 March, 2015 As at 31 March, 2014 Security Deposit Secured, Considered Good 3,573,995 3,720,525 Unsecured, Considered Good 653,601 1,577,760 Oer Loans & Advances Unsecured Considered Good 54,070,066 55,872,385 Total of Long Term Loans And Advances 58,297,662 61,170,670 NOTE 12 : INVENTORIES (At lower of co and net realisable value) ` ` As at 31 March, 2015 As at 31 March, 2014 Raw Material 32,084,619 34,418,833 Total of Inventories 32,084,619 34,418,833 NOTE 13 : TRADE RECEIVABLES ` ` As at 31 March, 2015 As at 31 March, 2014 Debts Overdue By Six Mons Unsecured, Considered Good - - Oers Unsecured, Considered Good 34,313,200 40,988,458 Total of Trade Receivables 34,313,200 40,988,458 NOTE 14 : CASH & CASH EQUIVALENTS ` ` As at 31 March, 2015 As at 31 March, 2014 Cash-In-Hand Cash Balance 439,407 3,644,754 Sub Total (A) 439,407 3,644,754 Bank Balance In Current Accounts 544,071 30,118 In Deposit Accounts* 6,003,881 5,503,881 Sub Total (B) 6,547,952 5,533,999 Total of Cash & Cash Equivalent (A) + (B) 6,987,359 9,178,753 * Includes Deposit wi banks of ` 60,03,881/- (Previous Year: 55,03,881/-) Wi original maturity of More Than 12 Mons 39

41 NOTE 15 : SHORT TERM LOANS AND ADVANCES ` ` As at 31 March, 2015 As at 31 March, 2014 Oers Advance To Suppliers 1,202, ,706 Balance Wi Revenue Auorities 2,691,419 3,323,027 Prepaid Expenses - 23,769 Oer Advance 170,735 - Total of Short Term Loans And Advances 4,064,958 4,246,501 NOTE 16 : REVENUE FROM OPERATIONS ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Local Sale Of Products 16,187,970 22,863,111 Total of Revenue From Operations 16,187,970 22,863,111 NOTE 17 : OTHER INCOME ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Miscellaneous Income 101,492 - Total of Oer Income 101,492 - NOTE 18 : COST OF MATERIAL CONSUMED ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Raw Material Consumed Opening Stock 34,418,833 35,190,333 Add: Purchases 2,940,742 4,320,933 37,359,575 39,511,266 Less: Closing Stock 32,084,619 34,418,833 Total of Co Of Materials Consumed 5,274,956 5,092,433 NOTE 19 : EMPLOYMENT BENEFITS EXPENSES ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Salaries & Wages 4,564,462 8,187,971 Contribution To Provident Fund, Gratuity Fund & Oer Funds 261, ,919 Directors' Remuneration 2,012,419 3,770,565 Staff Welfare 40, ,243 Total of Employee Benefits Expenses 6,879,362 12,367,698 NOTE 20 : FINANCE COSTS ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Intere Expenses 38,873,317 35,376,385 Oer Borrowing Cos 58,449 49,039 38,931,766 35,425,424 Less :-Intere Income - 1,746,410 Total of Financial Cos 38,931,766 33,679,014 NOTE 21 : DEPRECIATION & AMORTIZATION EXPENSES ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Depreciation 929,187 1,139,034 Amortisation of Intangibles 18,906,674 19,596,960 Total of Depreciation & Amortisation Expenses 19,835,861 20,735,

42 NOTE 22 : OTHER EXPENSES ` ` Year Ended 31 March, 2015 Year Ended 31 March, 2014 Note 22 A: Manufacturing Expenses Job Work Expenses 861,000 3,532,954 Sub Total Note 22 A 861,000 3,532,954 Note 22 B: Selling & Diribution Expenses Sales Promotion & Advertisement Expenses 362,377 3,575,178 Freight, Clearing & Forwarding Charges 29,756 42,679 Commission Charges 253,362 8,390 Sub Total Note 22 B 645,495 3,626,247 Note 22 C: Adminirative Expenses Repair & Maintenance to Building 51, ,781 Rent Expenses 667,696 2,427,148 Insurance Expenses 44,626 56,864 Motor Car Expenses 143, ,745 Travelling Expenses 50, ,794 Computer Maintenance 58,200 15,895 Conveyance Expenses 70,251 85,480 Poage & Courier 107, ,091 Legal, Professional & Consultancy Charges 360,510 5,849,606 Printing & Stationery 207, ,957 Auditors Remuneration (Refer Note 26) 25, ,000 Donation 5,000 7,000 Electricity Expenses 160, ,540 Liing & Regiration Fees 49,864 49,792 Subscription Charges - 9,750 Stamp Duty ,850 Sundry Balance written off 703,944 28,418 Telephone Expenses 358, ,482 Sundry Expenses 13,654 96,119 Sub Total Note 22 C 3,078,932 10,661,313 Total of Oer Expenses (Note 22 A+ 22 B+ 22 C) 4,585,427 17,820,514 Note 23 Contingent Liability: In e opinion of e Board of directors, e Company has no contingent liability (PY: Nil) Note 24 In e opinion of e management, current assets, loans, advances and deposits are approximately of e value ated, if realized in e ordinary course of business. The provision of all known liabilities is adequate and not in excess of e amount reasonably necessary. Note 25 Balances of certain Trade Receivables, Trade Payables, loans and advances are subject to confirmations / reconciliation and consequential adjuments, if any. The management does not expect any material difference affecting e current year's financial atements on such reconciliation / adjuments. Note 26 Auditors Remuneration: (Amount in `) Particulars Current Year Previous Year Audit fees 25,000 80,000 Tax Audit Fees NIL 30,000 Oers NIL NIL Total 25, ,000 41

43 Note 27 Disclosure under MSMED Act, 2006: The Company has not received any information from e suppliers regarding eir atus under e Micro Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to e amounts as at year end togeer wi intere paid / payable as required under e said act have not been given. Note 28 Segment Reporting: The Company operates in single business segment of development and sale of software & hardware for educational content. Hence, furer disclosure required as per Accounting Standard AS-17 Segment Reporting is not given. Note 29 Related Party Disclosures: a) Li of related parties wi whom e company has entered into transactions during e year in e ordinary course of business: Relationship Name Nature Holding Company Sundaram Multi Pap Limited Company Key Management Personnel (KMP) Mr. Amrut P. Shah Director Ms. Riddhi A. Shah Mr. Shantilal P. Shah Mr. Hasmukh A. Gada Mr. Hardik A. Shah Whole-time Director Director Director Whole-time Director b) Transactions wi Related Parties: Amount in ` Particulars Holding Company KMP Loan Taken from Sundaram Multi Pap Limited 223,231,138 (139,719,074) - (-) Loan Taken from Mr. Amrut P. Shah - (-) Repayment of loan taken to Sundaram Multi Pap Limited - (77,324,165) 3,000,000 (-) - (-) Intere paid to Sundaram Multi Pap Limited 36,198,505 (23,009,388) - (-) Remuneration Details are as under: Mr. Chirag K. Gala Ms. Riddhi A Shah Mr. Hardik A. Shah - (-) - (-) - (-) - (-) 2,268,548/ (3,770565) - (1,070,565) 1,068,548 (1,500,000) 1,200,000 (1,200,000) 42 40

44 Figures in bracket reflects previous year's amount c) Outanding Balances of Related Parties: Particulars Holding Company KM P Short term borrowing / 223,231,138 payable (185,977,745) 30,614,827 (7,889,672) Figures in bracket reflects previous year's amount Note 30 Computation of Basic and Diluted Earnings Per Share (EPS): Amount in ` Particulars Current Year Previous Year Net Profit/(Loss) After Tax available to equity shareholders (in `) (59,217,910) (36,902,151) Weighted average number of equity shares for Basic and Diluted EPS 15,000,000 15,000,000 Basic and diluted earnings per share (Face Value ` 1) (in `) (3.95) (2.46) Note 31 Value of Raw Material Consumed: For e year ended For e year ended Particulars Amount % Amount % ` ` Hardware (i) Imported (ii) Indigenous 5,274, % 5,092, % Total 5,274, % 5,092, % Note 32 Earnings and Expenditure in Foreign Currency: Particulars For e year ended Amount in ` For e year ended i. F.O.B value of Exports Nil Nil ii. C.I.F Value of Imports: iii. Raw Materials Nil Nil iv. Expenditure: v. Traveling Expenses - 134,398 Nil 43

45 Note 33 Employee Benefits 1. Defined contribution plans: The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under e Schemes, e Company is required to contribute a specified percentage of e payroll cos to fund e benefits. Provident fund contributions amounting to ` 1.50 Lacs (2014: ` 0.67 Lacs) have been charged to e Statement of Profit and Loss. The contributions payable to is plan by e Company is at rates specified in e rules of e scheme. 2. Defined benefit plans The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for five years or more gets a gratuity on departure at 15 days salary (la drawn salary) for each completed year of service. Since none of e employees of e company have completed five years of service, e provisions of Gratuity Act, 1972 are not applicable to e Company; and hence no provision is made towards Gratuity Liability. Note 34 Disclosure in respect of lease: The Company has entered into operating lease arrangements for office premises. The leases are non-cancellable and are for a period of 1 Nov-2014 to 31 Oct 2017 years and may be renewed for a furer period of 2 years based on mutual agreement of e parties. The lease agreements provide for an increase in e lease payments by 8 to10 % every year.the Company has taken cancellable lease for e office premises for a period of 10 December 2013 to 9 December 14 Amount in ` Future minimum lease payments Not later an one year 2,040,000 Nil Later an one year and not later an five years 6,935,760 Nil Later an five years - Nil Total Lease payments of ` 667,696, (2014: `.2,427,148) recognised in e Statement of Profit and Loss. Note 35 Previous year figures have been re-grouped/re-classified wherever considered necessary to compare wi current year figures. As per our report of even date attached For Bhuta Shah & Co. Chartered Accountants Firm Regn. No W For and on behalf of e Board of Directors CA. Sailesh Bhuta Partner Membership No Amrut P. Shah Chairman Dipesh S.Dadhia Chief Financial Officer Hardik A. Shah Whole Time Director Komal M. Khakhar Company Secretary t h Mumbai, 24 April,

46 E-CLASS EDUCATION SYSTEM LIMITED CIN: U80212MH2009PLC Regiered Office: 5/6, Papa Indurial Eate, Suren Road, Andheri (E), Mumbai , Maharashtra, INDIA W: T: F: (91-22) Form No. MGT-11 Proxy form [Pursuant to section 105(6) of e Companies Act, 2013 and rule 19(3) of e Companies (Management and Adminiration) Rules, 2014] Name of e member(s): Regiered address: Id: Folio No./Client Id: DP ID: I/We, being e member (s) holding. shares of e above named company, hereby appoint. 1. Name: Address: Id: Signature: As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 6 Annual General Meeting of e company, to be held on e 30 day of September, 2015 at Regiered Office: 5/6, Papa Indurial Eate, Suren Road, Andheri (E), Mumbai , Maharashtra, INDIA at 4.00 p.m. and at any adjournment ereof in respect of such resolutions as are indicated below: Resolution Description of Resolution No. 1 Adoption of Audited Financial Statement of e Company for e Financial Year ended 31 March, 2015, e reports of Board of Directors and Auditors ereon; 2 To appoint a Director in place of Mr. Amrut P. Shah (DIN: ) who retires by rotation and being eligible, offers himself for re-appointment 3 To appoint a Director in place of Mrs. Riddhi C. Gala (DIN: ) who retires by rotation and being eligible, offers herself for re-appointment 4 To ratify e appointment of M/s Bhuta Shah & Co., Chartered Accountants, Mumbai, (ICAI Firm Regiration No W) Auditors of e Company 5 To appoint Mr. Kaushal R. She (DIN: ) as an Independent Director of e Company. 6 To re-appoint Mr. Hardik A. Shah (DIN: ) as e Whole-time Director. 7 Amendment in e Clause 152 pertaining to Deeds how executed in e Article of Association Type of Resolution Ordinary Resolution Ordinary Resolution Ordinary Resolution Ordinary Resolution Ordinary Resolution Ordinary Resolution Special Resolution For Optional Again Signed is.day of 2015 Signature of shareholder Affix `1/- Revenue Stamp Signature of Proxy holder(s) Note: 1. This form of proxy in order to be effective should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting. 2. It is optional to put a X in e appropriate column again e Resolution indicated in e box. If you leave e 'For' or 'Again' column blank any or all Resolutions, your Proxy will be entitled to vote in e manner as he/she inks appropriate. 3. Please complete all details of Member(s) in e above box before submission. 45

47 E-CLASS EDUCATION SYSTEM LIMITED CIN: U80212MH2009PLC Regiered Office: 5/6, Papa Indurial Eate, Suren Road, Andheri (E), Mumbai , Maharashtra, INDIA W: T: F: (91-22) DP ID- Client ID/ Folio No. Name & Address of Sole Member Name of Joint Holder(s) No. of Shares Held ATTENDANCE SLIP 6 Annual General Meeting- 30 September 2015 I certify at I am a member/proxy for e member of e Company. I hereby record my presence at e Annual General Meeting of e Company at Wednesday, 30 September 2015 at 4.00 p.m. at Regiered Office at 5/6, Papa Indurial Eate, Suren Road, Andheri (E), Mumbai , Maharashtra, INDIA

48 Route Map for Venue of Annual General Meeting 47