Dear Member(s),
The Board of Directors of your Company takes pleasure in presenting the 26th
(Twenty-sixth) Board's Report on the business and operations of CL Educate Limited
(hereinafter referred to as the "Company" or "Career Launcher"
or CL") together with the Company's Audited Standalone & Consolidated
Financial Statements and the Independent Auditor's Report thereon for the Financial Year
ended March 31, 2022.
1. Financial Summary and Highlights
(Rs.in Lacs)
S.No. Particulars |
Standalone (Merged) |
Consolidated |
|
FY 2021 |
FY 2022 |
FY 2021 |
FY 2022 |
I Revenue from operations |
17,366 |
19,553 |
18,231 |
20,746 |
II Other income |
1,106 |
932 |
960 |
870 |
III Total income |
18,472 |
20,485 |
19,191 |
21,616 |
IV Expenses |
|
|
|
|
a) Cost of materials consumed |
28 |
- |
269 |
477 |
b) Purchases of stock-in-trade |
1,050 |
1,394 |
19 |
24 |
c) Changes in inventories of finished goods and work-in-progress |
(50) |
(88) |
31 |
(61) |
d) Employee benefits expense |
3,097 |
3,395 |
3,964 |
3,721 |
e) Service delivery expenses |
8,813 |
9,984 |
8,796 |
10,594 |
f) Sales & Marketing Expenses |
837 |
1,277 |
874 |
1,303 |
V Other expenses |
5,021 |
2,216 |
5,314 |
2,638 |
Total Operating Expenses |
18,795 |
18,178 |
19,267 |
18,697 |
g) EBITDA |
(323) |
2,306 |
(77) |
2,920 |
h) Finance costs |
555 |
345 |
563 |
352 |
VI Depreciation and amortisation expense |
768 |
752 |
835 |
807 |
VII Total Expenses Profit/(loss) before share of profit/(loss) of equity accounted |
20,119 |
19,275 |
20,665 |
19,856 |
VIII investees and tax |
(1,647) |
1,209 |
(1,475) |
1,760 |
IX Share of loss of equity accounted investees |
- |
- |
(5) |
(38) |
X Profit/(loss) before tax (from continuing operations) |
(1,647) |
1,209 |
(1,480) |
1,723 |
XI Tax Expenses |
(182) |
281 |
(203) |
343 |
XII Profit/(loss) for the year (from continuing operations) |
(1,465) |
928 |
(1,277) |
1,380 |
XIII Profit/ (loss) for the year (discontinued operations) |
- |
- |
16 |
(1) |
XIV Profit/(loss) for the year |
(1,465) |
928 |
(1,260) |
1,379 |
XV Other Comprehensive Income |
16 |
23 |
44 |
79 |
XVI Total Comprehensive Income |
(1,449) |
951 |
(1,216) |
1,458 |
XVII Earnings Per Equity Share |
|
|
|
|
- Basic |
(5.17) |
3.28 |
(4.51) |
4.87 |
- Diluted |
(5.17) |
3.28 |
(4.51) |
4.87 |
2. Review of Market, Business and Operations
An in-depth analysis of markets in which CL operates, along with its businesses, is a
part of the Management, Discussion & Analysis section.
3. Segment Reporting & Operational Overview
Pursuant to the NCLT order dated February 07, 2022, five (5) wholly owned subsidiaries
namely Career Launcher Education, Infrastructure & Services Limited
("CLEIS"), CL Media Private Limited (CLM), Kestone Integrated Marketing Services
Private Limited (KIMS), G K Publications Private Limited (GKP), and Accendere Knowledge
Management Services Private Limited ("AKMS") were merged into the parent entity
CL Educate Limited.
As a result, the financials prepared for March 31, 2022, were prepared for the newly
merged entity. The financials were also prepared on a consolidated basis encompassing the
remaining non-merged entities/associates.
Standalone (Merged)
Of the Total revenue for the year ended March 31, 2022, on a standalone (merged) basis
95% of the Revenue came from Operations while the remaining 5% revenue came from Other
Income.
The business-wise segmentation is done by the company on a consolidated level.
In terms of geographical spread, the company has branch offices in India, UAE,
Singapore, Mauritius & the US.
Revenue distribution by geographical segment (in %)
Consolidated:
Of the Total revenue for the year ended March 31, 2022, on a consolidated basis 96% of
the Revenue came from Operations while 4% remaining revenue came from Other Income
The company has identified 2 reportable business segments as primary segments:
I. EdTech:
Under the EdTech segment it further serves various products which can be broadly
categorized into:
Test Preparation
Platform Monetization
Content Monetization
As a part of its test preparation offerings, Career Launcher offers various products
through its Digital & Business Partner channels of distribution. The offerings consist
of: a. Aptitude products for entrance exams like CAT, CLAT, AILET, GRE, GMAT, Bank,
SSC, etc b. Knowledge Products for entrance exams like JEE, NEET, GATE, AIIMS,
CUET, etc.
Under its Platform Monetization, it offers various educational institutions an array of
offerings, such as: a. Integrated solutions to educational institutions & universities
across India b. Student Recruitment Services c. Research & Incubation Services
As a part of its Content Monetization offerings, CL under the brand name GK
Publications distributes titles under 3 categories: a. Technical (comprising titles for
GATE, technical vacancies in Central Public Works Department, etc.) b. Non-technical
(comprising titles for CAT, Bank/SSC examinations, Civil Services examination, CUET etc.)
c. School Business (comprising titles relevant for students preparing for their Board
exams)
II. MarTech
For the MarTech segment, under the brand name Kestone, the company offers the following
services to corporates: a. Experiential Marketing & Event Management Solutions b.
Digital &MarComm services c. Customized Engagement Programs (CEP) d. Transitioning
Businesses into the Metaverse e. Strategic Business Solutions
III. Others
Other business segments include Vocational Training, wherein no new business is being
taken by the company, and our discontinued K-12 operations.
Segment Revenue on a Consolidated Basis:
Our Revenue from Operations grew by 14% to Rs. 20,746 Lacs in FY 22 from Rs. 18,231
Lacs in FY21. The increase in revenue from operations is attributable to the following
factors:
The EdTech Segment grew by 21% to Rs. 12,933 Lacs in FY22 from Rs. 10,669 Lacs in FY21.
This was mainly due to: a. Reopening of Centers leading to higher revenue in the Test
Preparation space of the EdTech Business. The Test preparation business grew by 13%.
b. Reopening of Retailers, Distributors and Shops leading to a return of normalcy in
our publishing space of the EdTech segment.
c. Reopening up colleges & institutions leading to higher revenue in the platform
monetization business. The platform monetization business grew by 8%.
2. The MarTech business grew by 3% to Rs. 7,813 Lacs in FY22 from Rs. 7,562 Lacs in
FY21. This was mainly due to COVID impact which was still prevalent in the Event industry
for large portions of FY22. Along with this, the timing of the merger order wasn't
favourable for the MarTech business, since the company had to re-register with the Tax
authorities and clients under the merged entity name which slowed the process of billing
in the month of Mar-22. As a result, the segment had additional unbilled revenue of Rs.Rs.
600 Lacs as compared with the previous year.
Despite the delays due to the merger order, the international business for the MarTech
Segment grew by almost 50% YoY.
In terms of geographical spread, the company has branch offices in India, UAE,
Singapore, Mauritius & the US.
Revenue distribution by geographical segment (in %)
4. Change in the nature of business, if any
There was no change in the nature of business of the Company during the year under
review.
5. Scheme of Amalgamation
During the year under review, the Scheme of Amalgamation of 5 wholly owned subsidiary
Companies of the Company - Career Launcher Education Infrastructure and Services Limited
(CLEIS), CL Media Private Limited (CLM), Accendere Knowledge Management Services Private
Limited (AKMS), G.K. Publications Private Limited (GKP) and Kestone Integrated Marketing
Services Private Limited (Kestone) with the Company was sanctioned by the Hon'ble NCLT
Chandigarh, vide its Order dated February 07, 2022, with effect from the Appointed Date
April 01, 2019.
6. Details of Subsidiaries/Joint Ventures/Associate Companies as on the date of
this Report
As on date, consequent to the Merger becoming effective, CL Educate Limited has 7
(Seven) Subsidiaries (including 2 (Two) Indirect Subsidiaries) and 1 (One) Associate
Company to carry on its business activities of imparting education and training
programmes, publishing, digital marketing, providing research related services to
Institutions and Universities etc. A brief profile of our subsidiaries and associate
companies is given hereunder:
i. Career Launcher Infrastructure Private Limited (CLIP):
With the Merger becoming effective, CLIP, which was a wholly owned subsidiary of CLEIS
and a step-down subsidiary of the Company, became a direct wholly owned subsidiary of the
Company. CLIP was incorporated on February 20, 2008. CLIP's lines of business include
providing infrastructure facilities for K-12 schools, printing and publishing of education
content in the form of books, tests, analyses, etc. and printing competitive books and
Test Preparation materia.
The total income of CLIP increased by 42.1% to Rs. 1,477.94 Lacs in FY 2022 from Rs.
1,040.11 Lacs in FY 2021. This was due to increase in sale of text books as compared to
previous year.
ii. ICE GATE Educational Institute Private Limited (ICE GATE)
ICE GATE was incorporated under the Companies Act, 2013 on August 12, 2015. ICE GATE is
engaged in the business of providing education for students preparing for Graduate
Aptitude Test in Engineering (GATE) and related exams. ICE GATE became a subsidiary of the
Company with effect from October 31, 2017, and as on March 31, 2022, the Company held
69.50% equity shares in it.
The total income of ICE GATE decreased by 46.7% to Rs. 248.59 Lacs in FY 2022 from Rs.
466.68 Lacs in FY 2021. The impact of COVID was felt for most of the FY 2022 as well
resulting in decrease in revenue.
iii. Kestone CL Asia Hub Pte. Ltd., Singapore (Kestone CL Asia):
With the Merger becoming effective, Kestone CL Asia Hub Pte. Ltd. (Previously Known as
Kestone Asia Hub Pte. Ltd'), which was a wholly owned subsidiary of Kestone and a
step-down subsidiary of the Company, became a direct wholly owned subsidiary of the
Company. Kestone CL Asia started its operations in Singapore from the Financial Year
2016-17. It is currently engaged in providing integrated marketing solutions for products
and services, to conduct educational & consulting programs, research related services,
etc. for and on behalf of inland and overseas customers. Kestone CL Asia has a branch
office in Dubai, inter alia, to provide integrated sales & marketing service to
corporates & institutions in the Middle East.
The total income of Kestone CL Asia Hub Pte Ltd increased by 46.3% to Rs. 1,831.42 Lacs
in FY 2022 from Rs. 1,252.00 Lacs in FY 2021 due to acquisition of new clients.
a.1. Kestone CL US Limited, Delaware, USA (Kestone CL US):
Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, by
the name of Kestone CL US Limited, with an objective to provide integrated sales &
marketing services to corporates & institutions in the Americas, especially USA.
During the year, Kestone CL US had a total turnover of US$ 0.38 Mn.
a.2. CL Educate (Africa) Limited, Mauritius:
Kestone CL Asia has incorporated a 90% subsidiary in Mauritius on January 13, 2020, by
the name of CL Educate (Africa) Limited with an objective to take its product and services
offerings to the African market. Due to COVID-19 pandemic the business operations of this
venture are still at a very nascent stage.
iv. Career Launcher Foundation (CLF), Section 8 Company CLF was incorporated on
November 06, 2020 under Section 8 of the Companies Act, 2013, as a wholly owned subsidiary
of CL, to undertake CSR related activities, as an implementing agency for the CL Group and
other Companies to implement their CSR projects / programmes / activities.
v. Career Launcher Private Limited (CLPL)
CLPL was incorporated on March 15, 2021 under the Companies Act, 2013 as a wholly owned
subsidiary of CL with the objective of making it the digital arm of the Career Launcher
brand.
The Board as well as Shareholders of the Company (at the AGM held on September 07,
2021) had approved the transfer of the Digital Business of the Company to CLPL.
However, owing to the changed business scenario post Merger, and considering the shift
in overall Industry outlook post Covid outbreak, the matter has been re-considered by the
Board and looking at the interests of the Company as well as of the other stakeholders
involved, it has been decided by the Board not to go ahead with the transfer.
Since the matter was earlier approved by the Shareholders of the Company, hence, as a
good Corporate Governance practice, the withdrawal of the matter is also being placed
before the Shareholders for its approval at the ensuing AGM
. vi. Threesixtyone Degree Minds Consulting Private Limited (361DM), Associate
Company
361DM, incorporated under the Companies Act, 1956 on July 06, 2006, delivers large
scale yet effective learning and education solutions to individuals, organizations and
educational institutions. As on March 31, 2021, the Company's holding in 361DM was a 4.41%
equity and 500,000, 5% Cumulative Convertible Preference Shares (CCPS). On October 01,
2021, 500,000, 5% CCPS were converted into 1,824 equity shares, pursuant to the terms
contained in the Investment cum Shareholders Agreement' dated August 03, 2017
entered into amongst the Company, 361DM and its Promoters. As on March 31, 2022, The
Company holds 2,733 Equity Shares aggregating to 11.7% of the paid-up equity share capital
of 361DM.
The total Income of 361DM decreased by 20.3% to Rs. 316.70 Lacs in FY 2022 from Rs.
397.27 Lacs in FY 2021 due to impact of subsequent waves of COVID.
Change in the status of subsidiaries/associate companies/joint venture during the
Financial Year:
During the Financial Year 2021-22 the Hon'ble NCLT Chandigarh Bench, vide its order
dated February 07, 2022, sanctioned the Scheme of Amalgamation ("Scheme") of
five Wholly Owned Subsidiary Companies of CL Educate Limited - Career Launcher Education
Infrastructure and Services Limited ("CLEIS"), CL Media Private Limited
("CLM"), Accendere Knowledge Management Services Private Limited
("AKMS"), G.K. Publications Private Limited ("GKP") and Kestone
Integrated Marketing Services Private Limited ("Kestone") ("Amalgamating
Companies") with CL Educate Limited ("Amalgamated Company") with effect
from the Appointed Date i.e., April 01, 2019.
Pursuant to the same, all Amalgamating Companies dissolved and ceased to exist with
effect from March 05, 2022.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features of the Financial Statements of
the Company's Subsidiaries and Associate companies in Form AOC-1 is attached to this
report as Annexure I.
Pursuant to the provisions of Section 136 of the Act, the Audited Standalone &
Consolidated Financial Statements of the Company along with the Audited Financial
Statements of its Subsidiaries have been made available on the website of the Company at
the web link http://www.cleducate.com/financial.html.
Shareholding in Subsidiary Companies
As on March 31, 2022, the Company's shareholding in its subsidiaries was as follows:
a. 98,468 Equity Shares of Rs.10/- each comprising of 100% of the Equity Share Capital;
and 117,532, 0.01% Optionally Convertible Non-Cumulative Preference Shares (OCPS) of
Rs.10/- each comprising of 100% of the Preference Share Capital in Career Launcher
Infrastructure Private Limited (During the year under review, CLIP redeemed 32,468 number
of OCPS at Rs. 1,000/- per share for a total consideration of Rs. 3,24,68,000);
b. 13,46,47,300 Equity Shares of SGD 0.01/- each comprising of 100% of the Equity Share
Capital in Kestone CL Asia Hub Pte. Ltd.;
c. 6,950 Equity Shares of Rs.10/- each comprising of 69.50% of the Equity Share Capital
in ICE GATE Educational Institute Private Limited; d. 5,000 Equity Shares of Rs.10/- each
comprising of 100% of the Equity Share Capital in Career Launcher Foundation (a Section 8
Company); and
e. 1,00,000 Equity Shares of Rs.1/- each comprising of 100% of the Equity Share Capital
in Career Launcher Private Limited.
Shareholding in Associate Companies
As on March 31, 2022, the Company's Shareholding in its Associate Companies was as
follows:
2,733 Equity Shares of Rs. 10 each comprising of 11.7% of the Equity Share Capital in
Threesixtyone Degree Minds Consulting Private Limited.
7. Corporate Governance
Pursuant to the applicable provisions of the Listing Regulations a detailed report on
Corporate Governance forms part of this Annual Report. A certificate from M/s. S. Anantha
& Ved LLP, Company Secretaries, (LLP IN: AAH-8229) confirming compliance with the
conditions of Corporate Governance for the Financial Year 2021-22, as stipulated under the
Listing Regulations forms part of this Report.
8. Management Discussion & Analysis
Management Discussion and Analysis (MDA) Report for the Financial Year 2021-22 on the
operations and state of affairs of your Company, as stipulated under Regulation 34 of the
Listing Regulations is given in a separate section forming part of this Annual Report.
9. Dividend
Considering the business growth plans, the Board of Directors does not recommend any
Dividend for the Financial Year 2021-22.
The Dividend policy of the Company (voluntarily adopted by the Board of Directors) is
available on the website of the Company at the web link
www.cleducate.com/policies/Dividend-Policy.pdf.
10. Transfer of unclaimed dividend to Investor Education and Protection Fund
There is no amount which is required to be transferred to the Investor Education and
Protection Fund as per the provisions of Section 125(2) of the Act.
11. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits for the
Financial Year 2021-22 in the Profit and Loss Account.
12. Capital and Finance Capital
The paid up Equity Share Capital of the Company as on March 31, 2022 was Rs. 1,416.57
Lakhs. During the year under review, the Company did not issue any shares, or shares with
differential voting rights. It did not issue employee stock options or sweat equity
shares. The Company does not have any scheme to fund its employees to purchase shares of
the Company.
During the year under review, the equity shares of the Company were sub-divided such
that each Fully Paid-up Equity Share of the Company of Face Value of Rs.10/- got
sub-divided into 2 (Two) fully paid-up Equity Shares of Face Value of Rs.5/- each w.e.f.
October 01, 2021. Post such sub-division, the Authorised and Paid Up Share Capital of the
Company was as is set forth below:
Authorized Share Capital Rs. 1,600 Lakhs comprising of 3,20,00,000 equity
shares of Face Value Rs. 5/- each; and
Paid-Up Share Capital Rs. 1,416.57 Lakhs comprising of 2,83,31,356 shares
of Face Value Rs. 5/- each
Members may note that post sub-division, the new ISIN - INE201M01029 has been activated
in place of the old ISIN - INE201M01011.
Finance
The company has been repaying its loans over the duration of the financial year. Loan
facilities availed from RBL Bank Ltd were completely repaid during FY 2022. The total
borrowings of the Company have reduced by 60.4% to Rs. 1,697.33 Lakhs in FY 2022 from Rs.
4,289.68 Lakhs in FY 2021. While the company is in a Net Debt free position, the reduction
is in line with company's vision to be completely Debt free in the upcoming financial
year.
13. Material changes and commitments
No material changes and commitments affecting the financial position of the Company
have occurred between end of Financial Year and the date of this report, except as
mentioned below:
The Board of Directors of the Company at its meeting held on May 19, 2022, approved
Buyback of fully paid-up equity shares of the face value of Rs. 5/- (Rupees Five Only)
each of the Company, from its shareholders /beneficial owners (except promoters, members
of the promoter group and persons in control of the Company), from Open Market through
Stock Exchange mechanism for an aggregate amount not exceeding Rs. 10 Crores (Rupees Ten
Crores only), at a price not exceeding Rs. 170/- (Rupees One Hundred Seventy Only)
per Equity Share, payable in cash..
14. Material and Significant Orders Passed by Regulators & Courts
As stated earlier, the Hon'ble NCLT Chandigarh Bench, vide its order dated February 07,
2022, approved the Scheme of Amalgamation of five Wholly Owned Subsidiary Companies of the
Company - Career Launcher Education Infrastructure and Services Limited, CL Media Private
Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications
Private Limited and Kestone Integrated Marketing Services Private Limited
("Amalgamating Companies") with the Company ("Amalgamated Company")
with effect from the Appointed Date i.e., April 01, 2019, under the provisions of Sections
230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules
framed thereunder.
15. Internal Financial Control Systems
The Company has aligned its current system of Internal Financial Controls with the
requirements of the Companies Act, 2013. The Internal Control Systems are intended to
increase transparency and accountability in an organization's process of designing and
implementing a system of internal control. The framework requires a company to identify
and analyze risks and manage appropriate responses. The Company has successfully laid down
the framework and ensured its effectiveness. The Company's internal controls are
commensurate with its size and the nature of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable statutes, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance
of corporate policies. CL has a well-defined delegation of power with authority limits for
approving revenues as well as expenditures. Processes for formulating and reviewing annual
and long-term business plans have been laid down. CL uses a state-of-the-art enterprise
resource planning (ERP) system to record data for accounting, consolidation and management
information purposes and connects to different locations for efficient exchange of
information. It has continued its efforts to align all its processes and controls with
best practices.
Your management assessed the effectiveness of the Company's internal controls over
financial reporting as of March 31, 2022. The assessment involved management review,
internal audit and statutory audit.
The Internal Controls over Financial Reporting are routinely tested and reported by
Statutory as well as Internal Auditors, in a process that involves a review of the
internal controls and risks in its operations and processes such as IT and general
controls, accounting and finance, procurement, employee engagement, etc.
During the year under review, the internal audit was conducted based on the risk-based
internal audit plan approved by the Audit Committee. Significant audit observations and
follow up actions thereon were reported to the Audit Committee.
Pursuant to Section 143 of the Act, the Statutory Auditor has issued an attestation
report on our Internal Financial Controls over financial reporting.
16. Public Deposits
Your Company has not invited or accepted any deposits from the public/members and there
are no outstanding deposits as on March 31, 2022.
17. Auditors and Auditors' Report Statutory Auditors
Pursuant to the recommendation of the Audit Committee dated May 12, 2020, the Board of
Directors and Members of the Company, at their respective meetings held on May 12, 2020
and September 30, 2020, had approved the appointment of Walker Chandiok & Co LLP,
Chartered Accountants (Firm Registration No.: 001076N/N500013), as the Statutory Auditors
of the Company for a term of five (5) consecutive years ("First Term")
commencing from the Financial Year 2020-2021. Accordingly, Walker Chandiok & Co. LLP,
Chartered Accountants shall hold office till the conclusion of the 29th Annual General
Meeting of the Company to be held during the Financial Year 2025-26.
Fees paid/payable to Statutory Auditors
Total Fee for all services paid /payable to Walker Chandiok & Co LLP, Chartered
Accountants- the Statutory Auditor, by CL Educate Limited, its subsidiaries and all
entities in the network firm/network entity of which the Statutory Auditor is a part, on a
consolidated basis, for the Financial Year 2021-22, is mentioned below:
(Rs. in Lakhs)
S. Particulars No. |
CL Educate Limited (Merged Entity) |
Career Launcher Infrastructure Private Limited |
Career Launcher Private Limited |
Total |
a. Statutory Audit Fees |
36.00 |
3.00 |
0.25 |
39.25 |
b. Audit of Consolidated |
3.25 |
- |
- |
3.25 |
Financials |
|
|
|
|
c. Limited Review Fees |
12.50 |
- |
- |
12.50 |
d. Other assignments Fees |
- |
- |
- |
- |
(please specify) |
|
|
|
|
Total |
51.75 |
3.00 |
0.25 |
55.00 |
Statutory Auditor's Report
The observations contained in the Statutory Auditor's Report and the management's
response thereon is given below:-
Observations/ Opinions:-
i) In our opinion ,and according to the information and explanations given to us, the
investments made, guarantees provided, security given and terms and conditions of the
grant of all loans and advances in the nature of loans and guarantees provided are prima
facie not pre-judicial to the interest of the company except in case of one loan wherein
the company has granted unsecured loan to one entity having outstanding balance amounting
to Rs.1,264.47 lacs as at 31 March 2022 is pre-judicial to the company's interest as no
interest has been charged on such loan given to the entity.
S No. Particulars |
Name of Party |
Balance as on 31 March 2022 |
Remarks |
1. Loan given at rate of interest |
Career Launcher |
Rs. 1,264.47 lacs |
Interest free loan |
lower than prescribed |
Education Foundation |
|
given |
|
(CLEF) |
|
|
Management Response:-
In view of there being no current operations of CLEF, the loan amount remained dormant
during the financial year and for the interest of CL, the outstanding loan amount has been
guaranteed by our promoter entity, Bilakes Consulting Private Limited.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI (LODR) Regulations, 2015, and based on the recommendation of the Audit Committee,
your Directors had appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai
(LLP IN: AAH-8229) as the Secretarial Auditor of the Company for the Financial Year
2021-22. The Secretarial Audit Report for the Financial Year 2021-22 issued by the
Secretarial Auditor does not contain any qualification, reservation, observation or
adverse remark. The same is annexed as Annexure III.
Further, based on the recommendation of the Audit Committee, M/s. Sharma and Trivedi
LLP, Company Secretaries, Mumbai (LLP IN: AAW-6850) has been appointed as the Secretarial
Auditor of the Company for the Financial Year 2022-23.
Secretarial Audit of Material Unlisted Subsidiaries
As on March 31, 2022, the Company does not have any material subsidiary (Owing to the
Amalgamation of five wholly-owned subsidiaries into CL Educate Limited).
Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have
appointed M/s. Value Square Advisors Private Limited, Business Advisors and Chartered
Accountants, as the Internal Auditor of the Company for the Financial Year 2022-23.
Cost Auditor
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 and based on the recommendation of the Audit Committee,
your Directors have appointed M/s. Sunny Chhabra & Co., Cost Accountants, as the Cost
Auditor of the Company for the Financial Year 2022-23. The Cost Audit Report 2021-22
issued by the Cost Auditor does not contain any qualification, observation or adverse
remark.
The remuneration payable to the cost auditor is subject to ratification/approval by the
members of the Company. Accordingly, a resolution seeking members' ratification/ approval
to the remuneration payable to the Cost auditor is included in the Notice convening the
26th Annual General Meeting, along with the relevant details, including the proposed
remuneration.
Reporting of fraud by Auditors
During the year under review no instance of fraud has been reported by the Statutory
Auditor, Cost Auditor or the Secretarial Auditor.
18. Directors and Key Managerial Personnel
a. Appointments & Cessations during the Financial Year 2021-22:
At the 25th Annual General Meeting of the Company held on September 07, 2021, Ms.
Madhumita Ganguli (DIN: 00676830) was re-appointed as a Non-Executive Independent Director
on the Board of the Company for a second term of five (5) consecutive years commencing
from July 02, 2022 up to July 01, 2027 by way of a Special Resolution passed by the
Members of the Company.
b. Appointments & Cessations after the end of Financial Year i.e., March 31, 2022
till the date of this Report: No appointments or cessations took place after the end
of Financial Year till the date of this report.
c. Retirement by Rotation:
Mr. Satya Narayanan R (DIN: 00307326), Chairman and Executive Director, and Mr. Gautam
Puri (DIN: 00033548), Vice Chairman and Managing Director of the Company retire by
rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for
re-appointment. Resolutions seeking Members' approval to the re-appointment of Mr. Satya
Narayanan R and Mr. Gautam Puri have been incorporated in the notice convening the
26thAnnual General Meeting of the Company. The Board recommends their said re-appointment
as Directors of the Company liable to retire by rotation.
d. Proposed appointments at the ensuing AGM:
I. Appointments pursuant to Retiring by Rotation:
Mr. Satya Narayanan R (DIN: 00307326), Chairman and Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Mr. Gautam Puri (DIN: 00033548), Vice Chairman and Managing Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
II. Appointments of Whole Time Directors for a period of 3 years:
Re-appointment of Mr. Satya Narayanan R (DIN: 00307326) as the Chairman and
Executive Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2023.
Re-appointment of Mr. Gautam Puri (DIN: 00033548), as the Vice Chairman and
Managing Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2023.
Re-appointment of Mr. Nikhil Mahajan (DIN:00033404),as the Executive Director
and Group CEO Enterprise Business of the Company for a period of 3 (Three) years w.e.f.
April 01, 2023.
e. Declaration by Independent Directors
Pursuant to sub-section (7) of Section 149 of the Act, the Company has received
declarations from all the Independent Directors on Board that they meet the criteria of
independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI
(LODR) Regulations, 2015, and that there was no change in their status as Independent
Directors during the Financial Year 2021-22.
During the year under review, no independent director was appointed on the Board. As on
the date of this report, there are 4 (four) Independent Directors on Board of the Company
and the Board is of opinion that all the Independent Directors are persons of integrity
and hold the necessary expertise, skill, competence, experience and proficiency required
with respect to the business of the Company.
A brief profile of each Independent Director on Board of the Company, along with the
terms and conditions of their appointment are available on the website of the Company at
the web links www.cleducate.com/advisory-board.html and www.cleducate.com/policies/Draft-Appointment-Letter.pdf.
f. Separate Meeting of Independent Directors
Pursuant to the requirements of Schedule IV of the Act, during the Financial Year
2021-22, the Independent Directors of the Company met separately on January 25, 2022,
without the presence of Non- Independent Directors and/or the members of the Management.
The Independent Directors, inter-alia;
a. Reviewed the performance of Non-Independent Directors and the Board as a whole;
b. Reviewed the performance of the Chairperson of the Company; and
c. Assessed the quality, quantity and timeliness of flow of information between the
Company, Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
g. Disclosure of Interest in other concerns:
The Company has received the Annual disclosure(s) from all the Directors, disclosing
their Directorship/Interest in other concerns in the prescribed format, for the Financial
Years 2021-22 and 2022-23.
The Company has received confirmation from all the Directors that as on March 31, 2022,
none of the Directors were disqualified to act as Directors by virtue of the provisions of
Section 164(2) of the Act, or were debarred from holding the office of Director by virtue
of any order of SEBI or any other such authority.
h. Details of Board & Committee Meetings held during the Financial Year 2021-22
The Board of Directors of the Company met 4 (Four) times during the Financial Year
under review. The details of the meetings of the Board and those of its Committees and of
the Independent Directors are given in the Report on Corporate Governance forming part of
this Annual Report.
i. Annual Evaluation by the Board
The Nomination, Remuneration and Compensation Committee (NRC Committee) and the Board
has adopted a methodology for carrying out the performance evaluation of the Board,
Committees, Independent Directors and Non- Independent Directors of the Company, which
includes criteria, manner and process for performance evaluation. Criteria in this respect
includes; the Board composition and structure, effectiveness of board processes,
information and functioning, contribution of the individual director to the Board and
Committee Meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
Evaluation of the Performances of the Board, its Committees, every Director and
Chairperson, for the financial year 2021-22 has been done as per the adopted
methodology which includes review, discussion, feedback and discussion on feedback
received from the individual directors.
j. Key Managerial Personnel
As on March 31, 2022, the following persons were the designated Key Managerial
Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with
the Rules made thereunder:
i) Mr. Satya Narayanan R, Chairman and Executive Director, ii) Mr. Gautam Puri, Vice
Chairman and Managing Director, iii) Mr. Nikhil Mahajan, Executive Director and Group CEO
Enterprise Business, iv) Mr. Arjun Wadhwa, Chief Financial Officer, and
v) Ms. Rachna Sharma, Company Secretary and Compliance Officer.
19. Composition of the Audit Committee
Audit Committee of the Board is duly constituted in accordance with the provisions of
Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The
details of its composition, powers, functions, meetings held during the Financial Year
2021-22 etc. are given in the Report on Corporate Governance forming part of this Annual
Report. All recommendations made by the Audit Committee were accepted by the Board during
the Financial Year 2021-22.
20. Vigil Mechanism / Whistle Blower Policy
Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance
with the provisions of Section 177(9) and (10) of the Act, read with Rule 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
(LODR) Regulations, 2015 and Regulation 9A of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 to enable stakeholders (including Directors, Employees, retainers,
franchisees etc.) to report unethical behavior, actual or suspected fraud or violation of
the Company's Code of Conduct or instances of leak of unpublished price sensitive
information. The Policy provides for adequate safeguards against victimization of
Director(s)/ employee(s) and provides for direct access to the Chairman of the Audit
Committee in exceptional cases. The Protected Disclosures, if any, reported under this
Policy are to be appropriately and expeditiously investigated by the Ethics Committee.
Your Company hereby affirms that no Director/ employee was denied access to the Chairman
of the Audit Committee and no complaints were received during the Financial
Year under review. The Vigil Mechanism/ Whistle Blower Policy is available on the
website of the Company at the web link
www.cleducate.com/policies/Vigil_Mechanism_Policy_CLEducate.pdf.
21. Corporate Social Responsibility
Pursuant to Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social
Responsibility Committee (the "CSR Committee"). The Composition and the terms of
reference of the CSR Committee are provided in the Report on Corporate Governance forming
part of this Annual Report. The Company has adopted a CSR Policy that is available on the
website of the Company at the web link www.cleducate.com/policies/CL%20Educate%20Limited_CSR%20Policy.pdf.
CSR Projects
The Board of Directors has, on the recommendation of the CSR Committee, approved CSR
projects / programmes / activities to be undertaken by the Company either itself, or
through its implementing Agency, Career Launcher Foundation, a list of which is available
on the Company's website at www.cleducate.com/policies/CL-CSR-Projects.pdf.
a) Cumulative Account of the CSR Obligation and Spend of CL Educate Limited (Merged
Entity) (as on June 30, 2022):
Rs. ( in Lakhs)
Particulars |
2022-23 |
2021-22 |
2020-21 |
Total |
2014-15 - 2019-20 |
CSR Obligation (a) |
0.00 |
0.00 |
20.12 |
20.12 |
160.94 |
CSR Amount Spent during the year/period (b) |
45.00 |
40.39 |
90.94 |
176.33 |
- |
Excess CSR spent (c) |
45.00 |
40.39 |
70.82 |
156.21 |
- |
Adjustment of Excess CSR Spend at (c) above |
|
|
|
|
156.21 |
(d) |
|
|
|
|
|
CSR Amount Pending to be spent (e) |
- |
- |
- |
|
4.73 |
In supercession of earlier approved treatment of excess CSR amount spend in any
particular year, the CSR Committee and the Board of Directors of the Company approved the
adjustment of the excess spend made in any Financial Year, first against the Company's
(Merged Entity's) Past CSR Obligation (i.e., Company's CSR Obligation from the Financial
Year 2014-15 till Financial Year 2019-20), till it is finally exhausted, and then to
set-off against future CSR Obligation. b) Detailed Account of the CSR Obligation
and Spend' pertaining to the Financial Year 2021-22:.
( Rs. in Lakhs)
Particulars |
CL Educate Limited (Merged Entity) |
CSR Obligation |
Nil |
CSR amount spent on ongoing projects |
40.00 |
CSR amount spent on other than ongoing projects |
0.39 |
Administrative overheads relating to CSR Activities |
- |
CSR Excess amount spent |
40.39 |
The Annual report on CSR Activities is annexed as Annexure IV.
22. Directors' Nomination and Remuneration Policy
The Nomination Remuneration and Compensation Committee (NRC Committee) of the Company
formulates the criteria for determining qualifications, positive attributes and
independence of a director, and recommends to the Board the criteria for determining the
remuneration for the Directors, Key Managerial Personnel and/or other Senior Level
Employees of the Company.
The process of determining the Remuneration of the Directors is initiated with the
general body of shareholders approving the overall maximum remuneration that may be paid
to the Directors, generally over a period of 3 years. Within this overall limit, the
actual payout is decided by the Board, on the specific recommendation of the Nomination,
Remuneration and Compensation Committee (comprising of all Non-Executive Directors, with
majority of them being independent), while keeping the provisions of the Companies Act,
2013 in mind.
Details of the remuneration approved by the NRC Committee as well as the Board of
Directors for Executive Directors for the Financial Year 2021-22:
( Rs. in Lakhs)
S. No. Executive Director |
Fixed Compensation (Upto) |
Variable Compensation (Upto) |
Total Compensation (Upto) |
1 Mr. Satya Narayanan R |
86.00 |
43.05 |
129.05 |
2 Mr. Gautam Puri |
86.00 |
43.05 |
129.05 |
3 Mr. Nikhil Mahajan |
83.69 |
41.69 |
125.38 |
Details of the Remuneration actually paid / payable to Executive Directors for the
Financial Year 2021-22:
( Rs. in Lakhs)
S. No. |
Executive Director |
Fixed Compensation |
Variable Compensation |
Total Compensation |
1 |
Mr. Satya Narayanan R |
84.78 |
38.00 |
122.78 |
2 |
Mr. Gautam Puri |
85.38 |
38.00 |
123.38 |
3 |
Mr. Nikhil Mahajan1 |
78.80 |
37.00 |
115.80 |
1 Includes an amount equivalent to 1,00,000 AED (Rs. 20.30 Lakhs approximately) as
remuneration paid/payable to Mr. Nikhil Mahajan in connection with the Company's Dubai
business operations for the Financial Year 2021-22.
Commission paid/payable to Non-Executive Directors for the Financial Year 2021-22:
S. No. Non-Executive Independent Directors |
Commission paid/payable for Financial Year 2021-22 |
|
(Rs. in Lakhs) Recommended |
Amount payable |
|
(% of the Adjusted Net Profits) |
|
1 Ms. Madhumita Ganguli |
0.15% of the net profits |
1.52 |
2 Mr. Girish Shivani |
0.15% of the net profits |
1.52 |
3 Mr. Sanjay Tapriya |
0.15% of the net profits |
1.52 |
4 Mr. Piyush Sharma |
0.15% of the net profits |
1.52 |
Note:
1. The Remuneration policy (Recommendation report of NRC Committee for the financial
year 2021-22) is available on the website of the Company at the web link:
http://www.cleducate.com/pdf/NRC-Committee-Recommendation-Report-FY-2021-22.pdf.
Salient features of the process of determination of the Remuneration of Directors are
mentioned below:
i. Approval of the Shareholders:
The general body of shareholders approves the overall maximum remuneration that may be
paid to the Directors (Executive as well as Non-Executive), generally over a period of 3
years.
ii. Recommendation to the Board by the NRC Committee:
Within the overall limit approved by the shareholders, the remuneration payable for a
particular year is recommended by the Nomination, Remuneration and Compensation (NRC)
Committee (comprising of all non-executive Directors, with majority of them being
independent) to the Board, taking into account the following key considerations:
a. For Executive Directors: i) The provisions of Companies Act, 2013 and any other
law for the time being in force relating to Companies; ii) Market factors;
iii) The executive and operational responsibilities carried out by the Directors for
the Company;
iv) Market salary of people with similar background/educational qualification/
experience, to ensure that Directors receive a fair compensation and there is
"headroom" to pay competitive salaries to the Director's direct reports and for
attracting new talent in the Company;
v) Compensation trends for the past years; and
vi) Inflation index.
The NRC Committee recommends the split between fixed and variable salaries payable to
the Executive Directors of the Company for any Financial Year.
For calculating the variable compensation to be actually paid to the Executive
Directors for any Financial Year, NRC Committee considers the actual performance metrics. b.
For Non-Executive Directors: i) The provisions of Companies Act, 2013 and any other
law for the time being in force relating to Companies;
ii) Number of meetings attended by the director during the year, iii) Contribution to
the Board and Committees and iv) Participation in the Board matters. iii. Approval by
the Board:
Based on the recommendation of the NRC Committee, the Board approves the remuneration
payable to the Directors for the year.
iv. Ensuring Compliance with the Companies Act, 2013
At the year end, the Remuneration paid / payable during / for the year is checked
against the provisional profitability position of the Company, in order to comply with the
relevant provisions of the Companies Act, 2013 and the Rules made thereunder.
23. Particulars of Employees
People are our most valuable asset and your Company places the engagement, development
and retention of talent as its highest priority, to enable achievement of the
organizational vision.
The relevant information required to be provided under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given in Annexure V.
The relevant information required to be provided under Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is given in Annexure VI.
24. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
The Company has a policy against sexual harassment at the workplace and has constituted
an Internal Complaints Committee and has complied with the provisions in this respect as
are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act 2013. There was no complaint received from any employee during the
year, nor is any complaint pending or outstanding for redressal as on March 31, 2022. The
Company conducts awareness programs at regular interval / provide necessary updates /
guidance through its website and through other employee communication channels.
The Company's Policy on sexual harassment at the workplace is available on the website
of the Company at the web link
www.cleducate.com/policies/Policy-against-Sexual-Harassment.pdf.
25. Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments made by the Company, covered under the
provisions of Section 186 of the Act, are given in the notes to the Financial Statements.
26. Particulars of Contracts or Arrangements with Related Parties
As a matter of practice, all Contracts or Arrangements with Related Parties and all
Related Party Transactions are placed for approval before the Audit Committee and are
brought to the notice of the Board on a periodic basis. The Audit Committee monitors the
Related Party Transactions on a quarterly basis.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 the particulars of contracts or arrangements with related
parties under section 188, in the prescribed form AOC-2 is annexed as Annexure II
to this report.
Details of the Related Party Transactions, as required under Listing Regulations and
the relevant Accounting Standards are given in note no. 50 to the Standalone Financial
Statements of the Company.
The Company's Policy on Materiality of Related Party Transactions and on dealing with
Related Party Transactions is available on the website of the Company at the web link www.cleducate.com/policies/Policy_for_Determining_Material_Subsidiary_CLEdcuate.pdf.
The Policy is reviewed by the Board on a regular basis.
27. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
for the Financial Year 2021-2022 is available on the website of the Company at the web
link www.cleducate.com/pdf/agm/2022/notices/Annual-Return-March-31-2022.pdf.
28. Details of the Company's ESOP Plan
The current ESOP Plan of the Company- Amended and Restated Career Launcher
Employee Stock Options Plan 2014' ("CL ESOP Plan 2014" or "ESOP
Scheme"), Formerly known as CL ESOP Plan 2008, has been in force since the year 2008,
and is effective till September 04, 2025. The Plan is administered and monitored by the
Nomination, Remuneration and Compensation Committee of the Board.
Status update on CL ESOP Plan 2014 as on the date of this report:
Particulars |
No. of Options |
No. of Options (adjusted post |
stock split / change in face value of Equity |
|
|
Shares of Rs.10/- each to Rs.5/- each) |
Options Reserved |
2,50,000 |
|
5,00,000 |
Options exercised |
82,475 |
|
1,64,950 |
Options Outstanding |
1,67,525 |
|
3,35,050 |
A Certificate dated June 22, 2022 has been issued by the Secretarial Auditor of the
Company, certifying that the current ESOP Scheme of the Company is being implemented in
accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 and in accordance with the resolution passed by the members of the Company. The same
shall be made available for inspection of the members at the 26th Annual General Meeting.
Further details, as are required to be disclosed under the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, have been made available at the
website of the Company at the following web link www.cleducate.com/policies/CL-Educate-ESOP-Disclosure-for-year-ended-31-03-2022.pdf.
At their respective Meetings held on February 02, 2022, the NRC Committee as well as
the Board of Directors have approved the allocation of Options under the CL ESOP Plan 2014
to identified employees and have approved the Terms of Grant, Vesting and Exercise of such
Options. These Grants are scheduled to be made in the Financial Year 2022-23.
Further, the NRC Committee and Board of Directors of the Company at their respective
meeting held on May 05, 2022 and May 19, 2022, have approved certain modifications to the
CL ESOP Plan 2014, in order to bring the same in line with the latest SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, and have also approved an increase
in the ESOP Pool under the existing Plan by an additional 5,00,000 options {convertible
into 5,00,000 (Five Lakh) equity shares of face value of Rs.5/- each, fully paid-up}.
These amendments are subject to the approval of the shareholders of the Company. A
proposal to amend the CL ESOP Plan 2014 forms a part of the Notice convening the 26th AGM
of the Company.
29. Disclosure of Energy Conservation, Technology Absorption & Foreign Exchange
Earnings & Outgo
The Company does not carry out any manufacturing activity. However, wherever possible
and feasible, continuous efforts have been made for conservation of energy and to minimize
energy costs and to upgrade the technology with a view to increase the efficiency and to
reduce cost of operations.
At CL, we strive to use technology to make the user experience better & more
engaging. With the increase in the online access & user's preference towards online
mode of communication channels, CL have constantly reinventing the processes to ensure a
near perfect user experience to both customers & would be customers.
1. CL Meta: CL Meta, a Metaverse for students, complete with virtual classrooms,
study rooms, career counselling sections, and a virtual shopping mall for students to
purchase educational products. CL Meta is a hyper-real learning and community experience
for students, replicating the experience of physically attending classes or visiting a
Career Launcher center.
2 CL App: At Career Launcher, we constantly seek feedback from our students,
trying to understand what and how they are most comfortable in learning. App based
learnings are becoming popular with students, and they are also very comfortable adopting
and using new technology. With CL App available on both Android & IOS, we are offering
students another option to attend classes, take test & use other features.
3. AI Driven CAT percentile Predictor: Our CAT percentile predictor gets the AI
boost & now it is more accurate than ever. Just to give you a glimpse of how accurate
the AI driven CAT percentile predictor is, the average deviation between the predicted
percentile and the actual percentile for candidates with 90% & above was around
0.08%ile in CAT'20. In CAT'21, we also predicted the scaled scores and sectional
percentiles. Probably the first time that anyone attempted to do the same.
4. Cloud Telephony: with the help of 3rd party tool, Knowlarity,
today we are able to prioritize the calling function based on user profile. This will
enhance the efficiency of calling agents & conversation experience of
user(student/parents). With sticky agent feature, it enables the student to connect with
the same caller every time he/she calls back on the CL number. Completely integrated with
our CRM(Leadsquared), cloud telephony ensures seamless communication between CL calling
agents & users (student/parent).
5. WhatsApp based conversational messaging: CL now have an official WhatsApp
business account which gives us the capability of reaching out to students through
WhatsApp message for important communications like webinars/ seminars/classes etc. It also
gives us the capability of sending notes/images/video to the students on WhatsApp.
6. Automated Customer support ticketing: For CL students, getting service
support is a breeze with our one-stop automated support id (support@careerlauncher.com).
An auto ticket gets generated instantly as you sent an email to the support id.
Student can track their support ticket status, reopen the tickets if not satisfied
& can give feedback on the support received.
7. Sales Tech Integrations: with our constant focus on enhancing the user
experience & efficiency of our sales team, we have integrated most of our sales tools.
This will ensure seamless information flow & eradicate manual work. For example, now a
sales agent can generate the support ticket using CRM only or get to know user's
aspiration.ai activities (Video watched or mocks taken) through CRM only.
8. Social Media Integrations: We have integrated our social media pages on FB
& twitter with our support ticketing tool (Freshdesk). This ensures that no sensitive
communication by customer is missed. With keyword based tracking, it ensures that an auto
ticket is being generated for social media pages' comments/messages containing sensitive
keywords like issue, support, problem etc.
These and other such efforts continue to ensure we provide a near perfect user
experience to students.
During the Financial Year under review, the Foreign Exchange earnings and outgo were as
follows:
The Foreign Exchange earnings (on Standalone basis):
(Rs. in Lakhs)
Particulars |
FY 2022 |
FY 2021 |
Test-preparation training services |
693.94 |
353.13 |
Sale of study material |
188.39 |
262.62 |
Event Management Services |
112.02 |
35.89 |
Managed Manpower Services |
- |
37.24 |
Digital Services |
- |
10.09 |
Advertising Income |
15.12 |
- |
Other income |
- |
- |
Total |
1,009.47 |
698.97 |
The Foreign Exchange outgo/expenditure (on a Standalone basis):
(Rs. in Lakhs)
Particulars |
FY 2022 |
FY 2021 |
Traveling and conveyance |
- |
2.48 |
Bank charges |
1.04 |
11.70 |
Rent |
122.12 |
99.16 |
Salary and wages |
24.66 |
24.39 |
Faculty expenses |
58.74 |
110.73 |
Banquet and Event Materials |
- |
0.27 |
Equipment Hiring |
- |
- |
Giveaways |
0.29 |
0.02 |
Professional Charges |
7.12 |
83.43 |
Ad Hoarding |
- |
48.66 |
Subscription |
- |
72.62 |
Passthrough |
- |
- |
Others |
503.90 |
482.88 |
Total |
717.87 |
936.34 |
30. Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI)
Your Company complies with the mandatory Secretarial Standards issued by the ICSI.
31. Other Disclosures
a) During the year under review, the Company did not make any application under the
Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.
b) The requirement of stating the difference between the amount of valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions does not arise, and the same is not applicable on the Company.
c) Post year end, the Company has been able to sell the land and building originally
acquired/contructed for setting up a business school, the resultant profits and other
adjustments in this regard shall be accounted for in FY 2022-23
32. Directors' Responsibility Statement
To the best of our knowledge and belief and according to the information and
explanations obtained by us, the Board of Directors makes the following statements in
terms of Section 134(3)(c) of the Act:
a. in the preparation of the Annual Accounts for the Financial Year ended March 31,
2022, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the end of the Financial Year ended
March 31, 2022 and of the Profit/Loss of the Company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the Annual Financial Statements / Annual Accounts on a
'going concern' basis;
e. the Directors have laid down Internal Financial Controls to be followed by the
Company and such Internal Financial Controls are adequate and are operating effectively;
and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
33. Acknowledgement
Your Directors take this opportunity to thank the Company's customers, shareholders,
vendors and bankers for their support and look forward to their continued support in the
future.
Your Directors also place on record their appreciation for the excellent contribution
made by all employees who are committed to strong work ethics, excellence in performance
and commendable teamwork and have thrived in a challenging environment.
For and on behalf of Board of Directors of CL Educate Limited
Sd/- |
Sd/- |
Gautam Puri |
Nikhil Mahajan |
Vice Chairman & Managing Director |
Executive Director & Group CEO Enterprise Business |
DIN: 00033548 |
DIN: 00033404 |
Address: R-90, Greater Kailash-I, |
Address: House No. 457, Sector 30, |
New Delhi 110 048 |
Faridabad - 121 003, Haryana |
Place: New Delhi |
|
Date: August 03, 2022 |
|
|