To,
The Members of
MT Educare Limited
Your Director's take pleasure in presenting the Nineteenth Annual
Report of the Company together with Audited Financial Statements for the year ended March
31,2025.
Since the Company was admitted into the Corporate Insolvency Resolution
Process (CIRP) pursuant to an application filed under Section 9 of the Insolvency and
Bankruptcy Code, 2016 (IBC) by Connect Residuary Private Limited (CRPL), an Operational
Creditor, with effect from December 16, 2022, the CIRP has been underway.
The constitution of the Committee of Creditors (CoC) was initially
stayed by the Hon'ble NCLAT, New Delhi, following an appeal filed by Mr. Vipin Choudhary,
an erstwhile director of the Company. The said appeal was dismissed on August 18, 2023,
enabling the continuation of the CIRP.
Subsequently, Mr. Ashwin B. Shah constituted the CoC on August 21,
2023, and served as the Deemed Resolution Professional until January 22, 2024, when the
Hon'ble NCLT, Mumbai Bench confirmed the appointment of Mr. Arihant Nenawati as the
Resolution Professional (RP). Mr. Nenawati took charge and continued the CIRP proceedings.
In continuation of the process, Form G was published on January 8,
2024, inviting Expressions of Interest (EOIs). Out of the nine EOIs received, two
Resolution Applicants ultimately submitted Resolution Plans. After completing the
necessary evaluations, negotiations, and deliberations, the CoC approved the selected
Resolution Plan through the required voting process.
The matter is now pending for hearing and final approval before the
Hon'ble NCLT, Mumbai Bench.
FINANCIAL RESULTS
The Financial performance of your Company for the year ended March 31,
2025 is summarized below:
(' in lakhs)
| Particulars |
Standalone - |
- Year ended |
Consolidated |
- Year ended |
|
March 31,2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Revenue from Operations |
2,167.39 |
2,544.44 |
5,035.97 |
4,733.45 |
| Other Income |
378.52 |
339.72 |
527.07 |
403.45 |
| Total Income |
2,545.91 |
2,884.16 |
5,563.04 |
5,136.90 |
| Total Expenses |
2,858.14 |
3,008.35 |
5,162.89 |
5,516.71 |
| Operating Profit/(Loss) |
(312.23) |
(124.19) |
400.15 |
(379.81) |
| Less: Finance Cost |
155.90 |
728.83 |
1,342.90 |
1,214.88 |
| Less: Depreciation |
381.00 |
680.02 |
883.16 |
1,036.50 |
| Profit/(Loss) before exceptional items and
tax |
(849.12) |
(1,533.04) |
(1,825.91) |
(2,631.19) |
| Exceptional items |
2,378.63 |
- |
(171.55) |
- |
| Tax expense (Earlier Year) |
(708.49) |
- |
1,101.92 |
134.07 |
| Deferred Tax Charge |
- |
(58.42) |
- |
- |
| Profit/(Loss) after Tax for the year |
821.02 |
(1,474.62) |
(3,099.38) |
(2,765.26) |
| Other comprehensive income/(loss) |
(25.42) |
23.49 |
(22.16) |
24.43 |
| Total Other Comprehensive Income / (Loss) for
the year |
795.60 |
(1,451.13) |
(3,121.54) |
(2,740.83) |
DIVIDEND
In view of the net loss incurred by the Company during the financial
year and the accumulated losses from previous years, the Board does not recommend any
dividend for the financial year ended March 31, 2025.
TRANSFER TO RESERVES:
In view of the losses incurred during the financial year and the
accumulated losses from prior years, the Company has not transferred any amount to
reserves. The losses have been carried forward in the financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
("the Act") and based on the information and representations received from the
operating management, the Board of Directors hereby confirms that, in relation to the
audited financial statements for the financial year ended March 31,2025:
a) The financial statements comprising the Balance Sheet as at March
31, 2025, and the Statement of Profit and Loss for the year then ended, have been prepared
on a going concern basis, in accordance with the applicable accounting standards, with no
material departures;
b) The accounting policies selected have been applied consistently and,
wherever necessary, judgments and estimates have been made on a prudent and reasonable
basis, so as to give a true and fair view of the state of affairs of the Company as at
March 31,2025, and of the loss of the Company for the year ended on that date;
c) Proper and sufficient care has been taken 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 Company has laid down adequate internal financial controls to be
followed and such controls were operating effectively during the year; and
e) The Company has devised proper systems to ensure compliance with the
provisions of all applicable laws, and such systems were adequate and operating
effectively.
PHYSICAL VERIFICATION OF FIXED ASSETS AND WRITE
OFF
During the financial year 2022-23, physical verification of the
Company's fixed assets was carried out under the supervision of the then Resolution
Professional, Mr. Ashwin B. Shah. Discrepancies identified during the verification
were reconciled with the Fixed Assets Register, and the necessary
adjustments were duly reflected in the audited financial statements for that year.
During the financial year 2024-25, no physical verification of fixed
assets was conducted.
BUSINESS OVERVIEW
The financial year 2024-25 remained a challenging period for MT Educare
Ltd., shaped by operational constraints, limited resources, and the continuing impact of
regulatory proceedings under the Corporate Insolvency Resolution Process (CIRP). Despite
the absence of a significant turnaround in business performance, the Company remained
committed to sustaining its core operations, improving academic outcomes, and safeguarding
stakeholder interests during this critical phase.
Academic Outcomes:
In the face of adversity, the Company placed a strong emphasis on
maintaining academic quality. With focused efforts from the academic team and robust
internal processes, we were able to deliver positive academic outcomes across our key
centers, reaffirming our core strength in delivering quality education.
Digital Content Development:
Digital Content Development emerged as a new and promising business
division during the year. The Company undertook content development projects both for
internal group requirements and external clients, marking its entry into a scalable and
high-potential segment. Despite being in its initial year, the division delivered a strong
performance, establishing a solid foundation for future growth. This vertical is expected
to become a key revenue driver in the coming years, offering strategic diversification and
supporting the Company's long-term vision.
Employee and Management Collaboration:
The resilience demonstrated by our employees and management was
instrumental during the year. The mutual support and collaborative spirit among the team
helped in driving academic success and sustaining day-today operations despite the
constrained environment.
Operational Rationalisation:
To reduce the financial burden, the Company strategically shut down
loss-making locations. This decisive action contributed to a leaner operational model and
helped minimize ongoing losses.
Cost Optimization Initiatives:
In addition, significant efforts were made to reduce fixed costs. The
Company successfully renegotiated rental terms at several premises, easing cash flow
pressures and improving cost efficiency.
Laying the Foundation for Academic Excellence:
Despite the challenges, initiatives undertaken during the year were
aligned with the goal of strengthening academic excellence for the upcoming academic year.
These included refining content, improving pedagogy, and better allocation of resources,
all of which are expected to yield improved outcomes and optimized costs going forward.
Vendor Support:
The continued support from our vendors, even in the face of financial
uncertainty, reflected their trust in the long-term potential of the Company. Their
cooperation was crucial in ensuring uninterrupted delivery of services, which in turn
contributed to academic stability.
The Company acknowledges that its current position remains challenging
and that a meaningful turnaround will require time. The recovery process continues to be
slow and is largely contingent upon the outcome of the ongoing CIRP proceedings and any
resolution strategies that may emerge through the Hon'ble NCLT. However, the resilience
demonstrated by the team, the enduring trust of the parent and student community, and the
strong academic foundation of MT Educare continue to serve as pillars of stability and
hope. These strengths will be crucial as the Company navigates the path to revival and
longterm sustainability.
FINANCIAL PERFORMANCE:
The financial year 2024-25 remained challenging for Company, reflecting
continued pressure on operational performance and overall revenue growth, primarily due to
lower student rollover enrolments across both standalone and consolidated operations.
Standalone Performance
The Company reported a total standalone revenue of '2,546 lakhs in FY
2024-25, compared to '2,884 lakhs in
FY 2023-24. This decrease was primarily attributable to a reduction in
student rollover enrolments.
Finance costs decreased by ' 573 lakhs in FY25, compared to the
previous year, primarily due to a reduction in interest on lease liabilities in accordance
with Ind AS 116.
The Operating EBITDA for FY25 stood at '(312.23) lakhs as compared to
'(124.19) lakhs in FY24. The decline was primarily on account of lower revenue and the
Company is undertaking corrective measures to improve operational efficiency going
forward.
The Profit Before Tax (PBT) for the year was ' 1,529.51 lakhs, compared
to ' (1,533.04) lakhs in the previous year, and the Profit After Tax (PAT) stood at '
795.60 lakhs in
FY25, compared to ' (1,451.13) lakhs in FY24.
Consolidated Performance
On a consolidated basis, the Company recorded total revenue of ' 5,563
lakhs in FY 2024-25, as against ' 5,137 lakhs in FY 2023-24, This growth was primarily
driven by higher income from content creation in one of the subsidiary companies.
Finance costs rose significantly to ' 1,343 lakhs in FY25,
compared to '1,215 lakhs in FY24, reflecting an increase primarily due
to higher interest expenses incurred by a subsidiary company.
Accordingly, Operating EBITDA stood at ' 400.16 lakhs, marking a
significant turnaround from ' (379.81) lakhs in FY24, This improvement reflects enhanced
operational efficiency and better cost management initiatives undertaken during the year
The Profit Before Tax (PBT) was reported at ' (1,997.46) lakhs in FY25,
compared to '(2,631.19) lakhs in the previous year, while the Profit After Tax (PAT) stood
at ' (3,099.38) lakhs, compared to '(2,765.26) lakhs in FY24.
CAPITAL STRUCTURE
During the year under review, there was no change in the share capital
of the Company. Accordingly, as on March 31, 2025, the equity capital structure of the
Company is as follows:
* Authorised Share Capital:
'80,00,00,000/- (Rupees Eighty Crores only) divided into 8,00,00,000
(Eight Crores) Equity Shares of '10/- (Rupees Ten) each.
* Paid-up Equity Share Capital:
'72,22,80,540/- (Rupees Seventy-Two Crores Twenty-Two Lakhs Eighty
Thousand Five Hundred Forty only) divided into 7,22,28,054 (Seven Crores Twenty-Two Lakhs
Twenty- Eight Thousand Fifty-Four) Equity Shares of '10/- (Rupees Ten) each.
MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR:
There have been no material changes and commitments affecting the
financial position of the Company that have occurred between the end of the financial year
under review and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the financial year 2022-23, the Corporate Insolvency Resolution
Process (CIRP) initiated by Connect Residuary Private Limited (CRPL), an Operational
Creditor of the Company, against MT Educare Limited continued during the year under
review.
On August 18, 2023, the Hon'ble NCLAT, New Delhi, dismissed the appeal
filed by one of the Company's erstwhile Directors, Mr. Vipin Choudhary, thereby allowing
the CIRP to proceed. Pursuant to this, Mr. Ashwin B. Shah constituted the Committee of
Creditors (CoC) with effect from August 21, 2023, and continued to oversee the CIRP.
Subsequently, on January 22, 2024, the Hon'ble NCLT, Mumbai Bench,
confirmed the appointment of Mr. Arihant Nenawati as the Resolution Professional (RP).
Following the confirmation, Mr. Nenawati formally took charge of the Company and has since
been overseeing its operations and the CIRP proceedings.
During the year under review, the Hon'ble NCLT, Mumbai Bench, also
dismissed the claim filed by SVC Co-operative Bank Limited against MT Educare Limited in
the CIRP proceedings. The Bank has filed an appeal against this order, which is currently
pending adjudication before the Hon'ble NCLAT, New Delhi.
EMPLOYEES STOCK OPTION SCHEME
The Company has implemented two Employee Stock Option Schemes, namely
"ESOP 2016" and "MT Educare Ltd. ESOP 2018", in accordance with the
provisions of the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021.
Under ESOP 2016, a total of 8,00,000 options were approved for grant.
Out of these, 7,38,450 options were granted to eligible employees. As on December 18,
2018, a total of 4,43,070 options had been exercised by the respective employees. The
balance unexercised options have lapsed.
During the financial year under review no options were granted and no
options are outstanding for exercise by the employees of the Company.
SUBSIDIARY COMPANY
As on March 31, 2025, your Company continued to be the Holding Company
of the following seven subsidiaries:
1. MT Education Services Private Limited
2. Lakshya Forrum for Competitions Private Limited
3. Chitale's Personalised Learning Private Limited
4. Sri Gayatri Educational Services Private Limited
5. Robomate Edutech Private Limited
6. Letspaper Technologies Private Limited
7. Labh Ventures India Private Limited
The Company does not have any associate companies or joint ventures.
During the year under review, the Company has recognized impairment of
its entire investments in the following subsidiaries:
• MT Education Services Private Limited
• Chitale's Personalised Learning Private Limited
• Sri Gayatri Educational Services Private Limited
• Robomate Edutech Private Limited
• Letspaper Technologies Private Limited
• Labh Ventures India Private Limited
In compliance with the provisions of Section 129 and Section 134 of the
Companies Act, 2013, read with the applicable rules thereunder and Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with Indian Accounting Standards (Ind AS)
and form an integral part of this Annual Report.
A statement containing the salient features of the financial statements
of the subsidiaries in the prescribed format Form AOC-1 is also appended to the Annual
Report.
Further, in accordance with the provisions of Section 136 of the
Companies Act, 2013 and SEBI Listing Regulations, the standalone and consolidated audited
financial statements of the Company, including the audited financial statements of its
subsidiaries, are available on the Company's website at www.mteducare.com and shall also
be made available for inspection at the Registered Office of the Company during business
hours.
Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies
(Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures of
the Company are as under:
Performance of Material Subsidiaries
Lakshya Forrum for Competitions Private Limited
(Lakshya)
Lakshya continued to be a material subsidiary during the year under
review.
• Revenue from operations for FY 2024-25 stood at ' 2,915.92
lakhs, as compared to ' 2,244.63 lakhs in the previous financial year.
• The Company recorded a loss of '160.69 lakhs for FY 2024-25, as
compared to a loss of '964.90 lakhs in the previous year, indicating a significant
reduction in losses.
Labh Ventures India Private Limited (Labh)
Labh also continued to be a material subsidiary during the year under
review.
• Revenue from operations for FY 2024-25 stood at 'Nil, as
compared to '804.30 lakhs in the previous financial year.
• The Company reported a loss of '3,385.40 lakhs in FY 2024-25, as
compared to a loss of '206.64 lakhs in the previous year. The performance was adversely
impacted due to the derecognition of Right-of-Use (ROU) assets related to rental income
during the year under review.
Performance of Other Subsidiaries
The remaining subsidiaries did not generate any operational revenue
during the year under review.
CORPORATE GOVERNANCE & POLICIES
The objective of the Company's Corporate Social Responsibility (CSR)
initiatives is to enhance the quality of life of communities by fostering long-term value
creation for all stakeholders. The Company's CSR Policy outlines the guiding principles
for planning and implementing its CSR activities.
The salient features of the CSR Policy are provided in the Annual
Report on CSR activities, which is annexed to this Report. The complete CSR Policy is
available on the Company's website at:
? https://www.mteducare.com/corporate-governance
'1Your Company continues to comply with the Corporate Governance
requirements as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
In terms of Schedule V of the Listing Regulations, a detailed Corporate
Governance Report along with a Compliance Certificate issued by the Statutory Auditors of
the Company is annexed and forms an integral part of this Annual Report.
All members of the Board of Directors and the senior management
personnel, as on March 31, 2025, have affirmed compliance with the Code of Conduct of the
Company for the financial year 2024-25. A declaration to this effect, signed by the
erstwhile Non-Executive Director, is also included in this Annual Report.
Additionally, the erstwhile Non-Executive Director has
submitted a certificate to the Board with respect to the financial
statements and other matters as required under Regulation 17(8) of the Listing
Regulations. This certificate is also annexed to the Annual Report.
The Management Discussion and Analysis Report, as
mandated under the Listing Regulations, is presented in a separate
section and forms part of this Annual Report.
In accordance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination and Remuneration Committee of the Board has established
objective criteria for the nomination of Directors. These criteria include, among others,
the desired size and composition of the Board, age and experience, domain expertise, and
independence of the individual.
Your Company has also adopted a Remuneration Policy, the salient
features of which are annexed to this report.
To ensure sound governance and regulatory compliance, your Board has
adopted and implemented several key policies and codes, including:
• Code of Conduct for Directors and Senior Management
• Material Subsidiary Policy
• Insider Trading Code
• Document Preservation Policy
• Policy for Determination and Disclosure of Material Events
• Policy on Fair Disclosure of Unpublished Price Sensitive
Information
• Whistle Blower and Vigil Mechanism Policy
• Related Party Transactions Policy
• Succession Planning Policy
• Risk Management Policy
• Remuneration Policy
All of the above policies are available on the Company's corporate
website: www.mteducare.com.
Additionally, details of the Directors' Familiarisation Programme and
the Terms and Conditions for Appointment of Independent Directors are also available on
the Company's website.
CORPORATE SOCIAL RESPONSIBILITY
The brief details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Annual Report. The CSR policy is available on
the website of your Company at https://mteducare.com/mt-educare-
admin/public/storage//1670327107corp.pdf.
As on April 01, 2024 the Corporate Social Responsibility Committee
comprised of Dr. Dattatraya Kelkar, Independent Director as Chairman, Mr. Roshanlal
Kamboj, Independent Director, Ms. Nanette D'sa, Independent Director and Mr. Surender
Singh, Non-Executive Director as members of the Committee.
As at March 31,2025, there was no change in the constitution of the
Corporate Social Responsibility Committee, Accordingly, in compliance with requirements of
Section 135 read with Schedule VII of the Companies Act, 2013, the Corporate Social
Responsibility Committee comprises of Dr. Dattatraya Kelkar, Independent Director as
Chairman, Mr. Roshan Lal Kamboj, Independent Director, Ms. Nanette D'sa, Independent
Director and Mr. Surender Singh, NonExecutive Director as members of the Committee.
During the year under review, Corporate Social Responsibility Committee
met at the Meeting of RP named Corporate Social Responsibility committee meeting which has
been conducted on February 13th, 2025 to review the CSR Applicability and to
review various CSR projects, expenditure on the same (if any) during the year as well as
quarter ended 31st December, 2024 wherein the Directors were also present.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social Responsibility Policy
indicating the activities to be undertaken by the Company, monitoring the implementation
of the framework of the CSR Policy and recommending the amount to be spent on CSR
activities.
As part of its initiative under the Corporate Social Responsibility
('CSR'), our aim is not only to help students to pursue a dignified life but also to think
about the social and economic development of the communities in which we operate. Our
approach to CSR is built on creating sustainable programs that actively contribute and
support the social and economic development of the communities in which we operate. CSR
for MT Educare Limited is beyond its own immediate business interests to make positive
difference. At MT Educare Limited we are:
1) Committed to promoting the principle of inclusive growth and
equitable development.
2) Committed to carry out our business activities respecting the
cultures and practices of each region we operate in and proactively engage in activities
that contribute to society as a good corporate citizen.
3) Committed to invest in our community development by empowering women
and children (especially girl child) by providing respective skills and education.
4) Committed to engage and work actively in areas of promoting
education and providing healthcare.
The Report on CSR Activities as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out as Annexure 2 forming part of this
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Hon'ble NCLT vide order dated December 16, 2022 had initiated the
CIRP Proceedings against the Company and pursuant to Section 9 of the IBC, the powers of
the Board of Directors of the Company stood suspended, and such powers are vested with the
Interim Resolution Professional, Mr. Ashwin B. Shah later with Mr. Arihant Nenawati,
Resolution Professional duly confirmed by Hon'ble NCLT, Mumbai Bench on 22nd
January, 2024. However, the details of Director and Key Managerial Personnel (KMP) and
Changes therein during the year under review is as under:
The Vacancy for the position of Executive as well as Whole Time
Director and Chief Financial Officer of the Company were still not fulfilled due to
ongoing CIRP process during the year under review.
Mr. Surender Singh, Non-Executive Non Independent Director and
Chairman, Mr. Vipin Choudhary, Non-Executive Non Independent Director, Mr. Roshan Lal
Kamboj, NonExecutive Independent Director, Dr. Dattatraya Kelkar, NonExecutive Independent
Director, Mrs. Nanette D'sa, NonExecutive Independent Director and Mr. Karunn Kandoi,
Non-Executive Independent Director continued to be on the Board of the Company During the
year under review.
There are currently 6 (Six) Directors, including Two NonExecutive
Non-Independent, and Four Non-Executive Independent Directors to provide their
declarations both at the time of appointment and annually confirming that they meet the
criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations
wherever applicable. During FY 2024-2025, your Board met 4 (Four) times (Including RP
Meeting) details of which are available in Corporate Governance Report annexed to this
report.
Changes in the Key Managerial Personnel (KMP) during the year:
| Name of the KMP |
Appointment / Resignation/ No change |
With effect from |
| Mr. Ravindra Mishra |
No Change |
November 15, 2019. |
The information as required to be disclosed under the Listing
Regulations in case of re-appointment of the director (if any) is provided in Report on
Corporate Governance annexed to this report and in the notice of the ensuing Annual
General Meeting.
The disclosure in pursuance of Schedule V to the Companies Act, 2013
and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the
Directors is given in the Corporate Governance Report.
The outcome of the CIRP may result in change in the Board of Directors
of the Company followed by reconstitution of the statutory committees of the Board of
Directors of the Company. In accordance with the provisions of the Companies Act, 2013
('Act').
BOARD EVALUATION
In view of the continued status of the Company under the Corporate
Insolvency Resolution Process (CIRP) during the year under review, and with the powers of
the Board of Directors remaining suspended while the management of the affairs of the
Company rested with Mr. Arihant Nenawati, the Resolution Professional, the evaluation of
the Board, its Committees, and individual Directors was not undertaken during the period.
BOARD COMMITTEES
In compliance with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had
constituted various Committees, including the Audit Committee, Nomination &
Remuneration Committee, Stakeholders' Relationship Committee, and Corporate Social
Responsibility Committee.
Details regarding the scope, constitution, terms of reference, and the
number of meetings held during the year under review, along with the attendance of
Committee Members, are provided in the Corporate Governance Report, which forms part of
this Annual Report. The constitution of these Committees, in accordance with the
applicable regulatory requirements, is also available on the Company's website at www.
mteducare.com.
However, pursuant to the initiation of the Corporate Insolvency
Resolution Process (CIRP), the powers of the Board and its Committees were suspended, and
such powers are currently vested with Mr. Arihant Nenawati, the Resolution Professional,
in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted the requisite
declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing
Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct.
They have further confirmed that they are not aware of any circumstance
or situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties and that they are independent of the management.
Further, the Independent Directors have also submitted their declaration in compliance
with the provision of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, which mandated the inclusion
of an Independent Director's name in the data bank of the Indian Institute of Corporate
Affairs ('11CA') for a period of one year or five years or lifetime till they continue to
hold the office of an independent director. All the Independent Directors (wherever
applicable) had passed the Online Proficiency Self-Assessment Test conducted by IICA.
In the opinion of the Board, all the independent directors have
integrity, expertise and experience.
AUDITORS
M/s. MGB & Co. LLP, Chartered Accountants, having (Firm
Registration No. 101169W/W-100035), were appointed as the Statutory Auditors of the
Company for a tenure of 5 (five) years, to hold office from the conclusion of the 14th
AGM held on December 24, 2020 until the conclusion of the ensuing AGM. M/s. MGB
& Co. LLP's tenure of 5 (five) years as Statutory Auditors concludes at this ensuing
AGM. The Company has received confirmation from the Statutory Auditors to the effect that
their re-appointment, if made, will be in accordance with the limits specified under the
Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule
4 of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors of the Company
on the recommendation of the Audit Committee has reappointed M/s. MGB & Co. LLP,
Chartered Accountants, having (Firm Registration No. 101169W/W-100035), as the Statutory
Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five)
years to hold office from the conclusion of the ensuing AGM till the conclusion of 24th
AGM of the Company to be held in the year 2030, subject to approval by the Members at the
ensuing AGM. The Board recommends to seek consent of its Members at the ensuing AGM on
re-appointment of M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration
No. 101169W/W-100035), as Statutory Auditors for tenure of 5 (five) years, to examine and
audit the accounts of the Company during the said period.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments, some of the
Qualifications/Disclaimer of Opinion shared by Auditor is as under (Standalone as well as
Consolidated):
Standalone:
a) As described in Note 1 and Note 54 of the standalone financial
statements, we have been informed that various claims by operational creditors/ financial
creditors / employees / statutory authorities and other creditors including claims for
guarantee obligation ("creditors") have been submitted to the RP. The overall
obligations and liabilities, including interest and principal amounts of borrowings will
be determined during the Corporate Insolvency Resolution Process ("CIRP"). As
the outcome of the CIRP is still pending, no accounting impact has been recognised in the
books of account in respect of any excess, shortfall, or nonreceipt of claims from the
aforementioned creditors. In the absence of final determination and reconciliation of such
claims, we are unable to comment on adjustments, if any, that may be required.
Reply: The CIR Process at its last stage and pending for decision of
the adjudicating authority. Admitted claims were finalized in Mar-24 and shared with the
PRAs and available on official site. Due to various contingencies in the claim with
related to interest, penal provision in contract terms and timing of the claim may cause
variation in amount recorded in the financial statements.
b) In the absence of comprehensive review of carrying amount of assets
(including property, plant and equipment, investments, loans and advances, balances with
government authorities, deposits, trade and other receivables) and liabilities and
nonavailability of confirmations of substantial balances and pending completion of CIRP,
we are unable to comment upon, whether any adjustments are required in the carrying
amounts of such assets and liabilities and consequential impact, if any, on the profit for
the quarter and year ended 31 March 2025. Further, non-determination of fair value of
financial assets and liabilities and impairment of carrying amount of other assets and
liabilities are not in compliance with Ind AS 109 "Financial Instruments", Ind
AS 36 "Impairment of Assets" and Ind AS 37 "Provisions, Contingent
Liabilities and Contingent Assets".
Reply: The Company had made excess provision in the earlier years and
adjustments of provision to various loans and advances, balances with government
authorities, deposits, trade and other receivables. Further deposit with Government
Authorities in respect of disputed matter is subject to outcome of dispute. The RP
maintained the status -quo with respect to the earlier year provision and contingencies
which are depended upon the final outcome of any dispute raised with the Government
authorities.
c) The Company has recognised net deferred tax assets of ' 6,235.92
lakhs as at 31 March 2025, which includes deferred tax assets recognised on loans. The
recognition of deferred tax assets on such loans is not in accordance with Ind AS 12
"Income Taxes". Further, the recognition of the remaining deferred tax assets is
based on the assumption that sufficient taxable income will be available in future periods
against which these deferred tax assets can be utilized. In view of the continued losses
and the ongoing Corporate Insolvency Resolution Process (CIRP), we are unable to obtain
sufficient appropriate audit evidence to support the assumptions underlying the
recognition of these deferred tax assets as per Ind AS 12 "Income Taxes".
Accordingly, we are unable to determine whether any adjustments are required to the
carrying amount of these deferred tax assets as at 31 March 2025.
Reply: Pursuant to an application filed by Connect Residuary Private
Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms
of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and
regulations framed thereunder ("Code"), the NCLT had admitted the application
and ordered the commencement of corporate insolvency resolution process ("CIRP")
of MT Educare Limited ("Corporate Debtor", "the Company") vide its
order dated 16 December, 2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide its order dated 16 December, 2022.
Interim Resolution Professional took charge of the affairs of the corporate debtor on 23rd
December, 2022. Further, this is to bring into your notice that the Hon'ble NCLT Mumbai
vide order dated January 22, 2024, order received to the Resolution Professional (RP) on
January 31, 2024, (copy of the said NCLT order dated January 22, 2024 is enclosed
herewith) replaced Mr. Ashwin Bhavanji Shah (IRP) with the undersigned Resolution
Professional (RP), Mr. Arihant Nenawati, having IBBI Registration No.
IBB/IPA-001/IP-P00456/2017-2018/10799. The RP of the view, that after approval of
resolution plan by adjudicating authority, the successful PRA would revive the Corporate
Debtor, thus the DTA assets would be carried at same level.
d) i) The Company has outstanding loans, trade receivables and other
receivables ("receivables") of ' 7,769.97 lakhs (net of provisions) as at 31
March 2025, which are overdue / rescheduled. The management / RP envisages the same to be
good and recoverable. However, in view of the long outstanding nature of these balances
and in the absence of sufficient appropriate audit evidence, we are unable to assess
whether any adjustments are necessary to the carrying amount of these receivables and the
consequential impact, if any, on the standalone financial statements. The non-recognition
of an impairment provision/ expected credit loss in respect of these receivables is not in
compliance with Ind AS 109 - "Financial Instruments".
Reply: At this present juncture, the management considers the
outstanding dues to be good and recoverable and under the supervision of the RP,
management is pursuing all the parties for payments. As majority of the advances to
different education trust which are facing post covid difficulties in their operation was
the main cause of delay in payments.
ii) As referred in Note 12 of the standalone financial statements, the
Company has not accounted for interest income of ' 1,987.35 lakhs for the year ended 31
March 2025 and ' 3,749.99 lakhs up to 31 March 2025, pending recoveries of long
outstanding loans (included in d (i) above).
Reply: In view of any recoverability of the loan and advances until the
certainly arrives we have not recognised any income on the same.
e) The Company has defaulted in repayment of principal and interest to
banks, financial institutions and other lenders, resulting in the classification of the
accounts as a Non-Performing Assets (NPA). Furthermore, the Company has not recognised
interest expenses (excluding any additional or penal interest) on the aforesaid borrowings
of ' 347.35 lakhs for the year ended 31 March 2025 and ' 1,547.11 lakhs up to 31 March
2025, based on the basic rate of interest as per the terms of the loans. This
non-recognition of borrowing costs is not in compliance with Ind AS 23 - "Borrowing
Costs" read with Ind AS 109 - "Financial Instruments".
Reply: During the CIRP period, claims from 683 creditors amounting to
'2,29,19,13,487/- were received, out of which 659 claims amounting to ' 94,98,87,414/-
were admitted. Further, claims of ' 75,55,53,011/- were not admitted for the reasons best
communicated to the creditors. A detailed list of creditors is available on the official
website of the Corporate Debtor. AS per the Code, initiation of the CIRP put a moratorium
on any interest cost associated with the liability exist on CIRP commencement date.
f) We have not received bank statement/ confirmation of balance for the
balance lying in current account with bank of ' 5.36 lakhs. In the absence of sufficient
appropriate audit evidence, we are unable to determine possible impact, if any, on the
profit for the quarter and year ended 31 March 2025 and on the carrying value of cash and
cash equivalents.
Reply: There is no change from the previous year. These are old and
non-operative bank accounts wherein there no transactions during the year and which will
not have any material impact. The RP has sent an intimation letter to respective bank for
closure of the account by transferring the balance to main CIRP account maintained by him.
g) We have been informed by the RP that certain information, including
the minutes of the meetings of the Committee of Creditors (COC), and the outcome of
certain specific/ routine procedures carried out as part of the IBC process are
confidential in nature and cannot be shared with other than the COC and Hon'ble NCLT. In
the opinion of the RP, the matter is highly sensitive, confidential and may have adverse
impact on the resolution process. Accordingly, we were not provided access to such
information and are therefore unable to comment on the impact, if any, on the standalone
financial statements, including recognition, measurement, and disclosures, that may have
arisen, had such information been made available to us.
Reply: In line with IBC Code, which restrict the sharing on any
confidential document except to intended recipient, we have shared limited information
with the auditor which may have any impact on financials position of the Company.
h) The Company's investment in subsidiary companies of ' 1,297.71 lakhs
as at 31 March 2025 has been considered as good and fully recoverable by the management /
RP, despite the subsidiaries having accumulated losses, complete erosion of net worth, and
facing liquidity constraints. In the absence of sufficient and appropriate audit evidence
to support this assessment, we are unable to comment on whether any adjustments are
required to the carrying value of these investments in accordance with Ind AS 36 -
"Impairment of Assets", and the consequential impact, if any, on the standalone
financial statements.
Reply: The SRA' resolution plan under consideration for decision of
adjudicating authority and SRA plan may value investment in various subsidiary and
decision for any change in the status shall be taken by the successful resolution
applicant. All subsidiary investment hold good to successful PRA and decision of any
impact of provision is deferred till then.
i) The Company has accumulated losses, negative net worth (considering
the impact of various paragraphs stated above), and its current liabilities exceed its
current assets. Additionally, there has been a decline in operational activity and
defaults in meeting its financial obligations. These events or conditions indicate a
material uncertainty that may cast a significant doubt on the Company's ability to
continue as a goingconcern. The Company's ability to continue as a going concern is
dependent upon the outcome of the CIRP, including approval and implementation of the
resolution plan. We have not obtained sufficient appropriate audit evidence to support the
management/ RP's assessment that the Company will continue as a going concern.
Reply: The Corporate debtor continues to be under Corporate Insolvency
Resolution Process (CIRP). The Company Operations are going on as going concern under the
supervision of the Resolution Professional in line with the rule and regulation prescribed
under the IBC Code 2016. Committee of Creditors are in the final stage of discussion with
PRAs and expected to arrive at conclusion in near future. Accordingly, the audited
standalone financial results are prepared on going concern basis. The appropriateness of
the preparation of audited standalone financial results on going concern basis is
critically dependent upon final Order to be pronounced by the Hon'ble NCLT on the decision
taken by the CoC. However, the ultimate outcome of which is at present not ascertainable
and depended upon the the final decision of the CoC. During the year, under the
supervision of the RP, management has taken various steps to keep the corporate debtor as
going concern.
1. Various steps including notices to sundry debtors and others to
recover the outstanding dues.
2. The Company were able to fund operational expenses without any
external borrowings.
3. During the CIRP, except few delays, were able to adhere to statutory
compliances.
4. Management has taken various steps to identify non-critical loss
making centres. They have defined strategies like franchise model, consolidation of
centres etc to reduce the cost related to loss making centres of the Company.
j) The Company has not carried out physical verification of property,
plant and equipment. Accordingly, material discrepancies, if any, could not be ascertained
and therefore, we are unable to comment on the existence of such property, plant and
equipment and its related impact, if any, on the accompanying standalone
financialstatements for the year ended 31 March 2025 including recognition, measurement
and disclosures, that may arise had the Company carried out such physical verification.
Reply: Physical verification was done two years ago and any material
impact on the value of the asset depends upon the outcome of CIRP proceeding which is
pending for the decision of the adjudicating authority.
k) The Company has received various notices relating to direct and
indirect tax matters. However, the management has not provided sufficient appropriate
audit evidence, including a comprehensive assessment or reliable data, to enable us to
evaluate the potential financial impact of these matters. Consequently, we are unable to
quantify the possible effects, if any, of such matters on the standalone financial
statements. In the absence of adequate information, we are unable to determine whether any
adjustments are required in respect of provisions, contingent liabilities, or related
disclosures, as required by Ind AS 37 "Provisions, Contingent Liabilities and
Contingent Assets" and Ind AS 12 "Income Taxes".
Reply: In line with sec 14 of the Code, moratorium is effective on the
Company and demand, legal suit or proceeding related to pre CIRP period are not tenable in
Law, thus no impact has been taken in the financials of the Corporate Debtor.
Consolidated:
a) As described in Note 1 and note 53 of the consolidated financial
statements, we have been informed that various claims by operational creditors/ financial
creditors / employees / statutory authorities and other creditors including claims for
guarantee obligation ("creditors") have been submitted to the RP. The overall
obligations and liabilities, including interest and principal amounts of borrowings will
be determined during the Corporate Insolvency Resolution Process ("CIRP"). As
the outcome of the CIRP is still pending, no accounting impact has been recognised in the
books of account in respect of any excess, shortfall, or non-receipt of claims from the
aforementioned creditors. In the absence of final determination and reconciliation of such
claims, we are unable to comment on adjustments, if any, that may be required.
Reply: The CIR Process at its last stage and pending for decision of
the adjudicating authority. Admitted claims were finalized in Mar-24 and shared with the
PRAs and available on official site. Due to various contingencies in the claim with
related to interest, penal provision in contract terms and timing of the claim may cause
variation in amount recorded in the financial statements
b) In the absence of comprehensive review of carrying amount of assets
(including property, plant and equipment, asset held for sale, investments, loans and
advances, balances with government authorities, deposits, trade and other receivables) and
liabilities and non-availability of confirmations of substantial balances and pending
completion of CIRP, we are unable to comment upon, whether any adjustments are required in
the carrying amounts of such assets and liabilities and consequential impact, if any, on
the loss for the quarter and year ended 31 March 2025. Further, non-determination of fair
value of financial assets and liabilities and impairment of carrying amount of other
assets and liabilities are not in compliance with Ind AS 109 "Financial
Instruments", Ind AS 36 "Impairment of Assets" and Ind AS 37
"Provisions, Contingent Liabilities and Contingent Assets".
Reply: The Company had made excess provision in the earlier years and
adjustments of provision to various loans and advances, balances with government
authorities, deposits, trade and other receivables. Further deposit with Government
Authorities in respect of disputed matter is subject to outcome of dispute. The RP
maintained the status -quo with respect to the earlier year provision and contingencies
which are depended upon the final outcome of any dispute raised with the Government
authorities.
c) The Group has recognised net deferred tax assets of ' 6,562.89 lakhs
as at 31 March 2025, which includes deferred tax assets recognised on loans. The
recognition of deferred tax assets on such loans is not in accordance with Ind AS 12
"Income Taxes". Further, the recognition of the remaining deferred tax assets is
based on the assumption that sufficient taxable income will be available in future periods
against which these deferred tax assets can be utilized. In view of the continued losses
and the ongoing Corporate Insolvency Resolution Process (CIRP), we are unable to obtain
sufficient appropriate audit evidence to support the assumptions underlying the
recognition of these deferred tax assets as per Ind AS 12 "Income Taxes".
Accordingly, we are unable to determine whether any adjustments are required to the
carrying amount of these deferred tax assets as at 31 March 2025.
Reply: Pursuant to an application filed by Connect Residuary Private
Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms
of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and
regulations framed thereunder ("Code"), the NCLT had admitted the application
and ordered the commencement of corporate insolvency resolution process ("CIRP")
of MT Educare Limited ("Corporate Debtor", "the Company") vide its
order dated 16 December, 2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide its order dated 16 December, 2022.
Interim Resolution Professional took charge of the affairs of the corporate debtor on 23rd
December, 2022. Further, this is to bring into your notice that the Hon'ble NCLT Mumbai
vide order dated January 22, 2024, order received to the Resolution Professional (RP) on
January 31,2024, (copy of the said NCLT order dated January 22, 2024 is enclosed herewith)
replaced Mr. Ashwin Bhavanji Shah (IRP) with the undersigned Resolution Professional (RP),
Mr. Arihant Nenawati, having IBBI Registration No. IBB/IPA-001/IP-P00456/2017-2018/10799.
The RP of the view, that after approval of resolution plan by adjudicating authority, the
successful PRA would revive the Corporate Debtor, thus the DTA assets would be carried at
same level.
d) i) The Group has outstanding loans, trade receivables and other
receivables ("receivables") of ' 11,457.82 lakhs (net of provisions) as at 31
March 2025, which are overdue/ rescheduled. The management / RP envisages the same to be
good and recoverable. However, in view of the long outstanding nature of these balances
and in the absence of sufficient appropriate audit evidence, we are unable to assess
whether any adjustments are necessary to the carrying amount of these receivables and the
consequential impact, if any, on the consolidated financial statements. The nonrecognition
of an impairment provision/ expected credit loss in respect of these receivables is not in
compliance with Ind AS 109 - "Financial Instruments".
Reply: At this present juncture, the management considers the
outstanding dues to be good and recoverable and under the supervision of the RP,
management is pursuing all the parties for payments. As majority of the advances to
different education trust which are facing post covid difficulties in their operation was
the main cause of delay in payments.
ii) As referred in Note 12 of the consolidated financial statements,
the Group has not accounted for interest income of ' 2,747.37 lakhs for the year ended 31
March 2025 and ' 5,270.04 lakhs up to 31 March 2025, pending recoveries of long
outstanding loans (included in d (i) above).
Reply: In view of any recoverability of the loan and advances until the
certainly arrives we have not recognised any income on the same.
e) The Group has defaulted in repayment of principal and interest to
banks, financial institutions and other lenders, resulting in the classification of the
account as a Non-Performing Assets (NPA). Furthermore, the Group has not recognised
interest expenses (excluding any additional or penal interest) on the aforesaid borrowings
of ' 511.58 for the year ended 31 March 2025 and ' 2,225.19 lakhs cumulatively up to 31
March 2025, based on the basic rate of interest as per the terms of the loans. This
non-recognition of borrowing costs is not in compliance with Ind AS 23 - "Borrowing
Costs" read with Ind AS 109 - "Financial Instruments".
Reply: During the CIRP period, claims from 683 creditors amounting to
'2,29,19,13,487/- were received, out of which 659 claims amounting to ' 94,98,87,414/-
were admitted. Further, claims of ' 75,55,53,011/- were not admitted for the reasons best
communicated to the creditors. A detailed list of creditors is available on the official
website of the Corporate Debtor. AS per the Code, initiation of the CIRP put a moratorium
on any interest cost associated with the liability exist on CIRP commencement date.
f) We have not received bank statement/ confirmation of balance for the
balance lying in current accounts with bank of ' 11.34 lakhs. In the absence of sufficient
appropriate audit evidence, we are unable to determine possible impact, if any, on the
loss for the quarter and year ended 31 March 2025 and on the carrying value of cash and
cash equivalents.
Reply: There is no change from the previous year. These are old and
non-operative bank accounts wherein there no transactions during the year and which will
not have any material impact. The RP has sent an intimation letter to respective bank for
closure of the account by transferring the balance to main CIRP account maintained by him.
g) We have been informed by the RP that certain information, including
the minutes of the meetings of the Committee of Creditors (COC), and the outcome of
certain specific/ routine procedures carried out as part of the IBC process are
confidential in nature and cannot be shared with other than the COC and Hon'ble NCLT. In
the opinion of the RP, the matter is highly sensitive, confidential and may have adverse
impact on the resolution process. Accordingly, we were not provided access to such
information and are therefore unable to comment on the impact, if any, on the consolidated
financial statements, including recognition, measurement, and disclosures, that may have
arisen, had such information been made available to us.
Reply: In line with IBC Code, which restrict the sharing on any
confidential document except to intended recipient, we have shared limited information the
auditor impacting financials position of the Company. All other matter are not concerning
directly to the auditor were not shared.
h) The Group has accumulated losses, negative net worth (considering
the impact of various paragraphs stated above), and its current liabilities exceed its
current assets. Additionally, there has been a decline in operational activity and
defaults in meeting its financial obligations. These events or conditions indicate a
material uncertainty that may cast a significant doubt on the Group's ability to continue
as a going concern. The Group's ability to continue as a going concern is dependent upon
the outcome of the CIRP, including approval and implementation of the resolution plan. We
have not obtained sufficient appropriate audit evidence to support the management/ RP's
assessment that the Group will continue as a going concern.
Reply: The Corporate debtor continue to be under Corporate Insolvency
Resolution Process (CIRP). The Company Operations are going on as going concern under the
supervision of the Resolution Professional in line with the rule and regulation prescribed
under the IBC Code 2016. Accordingly, the audited standalone as well as Consol financial
results are prepared on going concern basis. The appropriateness of the preparation of
audited standalone as well as Consol financial results on going concern basis is
critically dependent upon final Order to be pronounced by the Hon'ble NCLT During the
year, under the supervision of the RP, management has taken various steps to keep the
corporate debtor as going concern.
1. various steps including notices to sundry debtors and others to
recover the outstanding dues.
2. The Company were able to find operational expenses without any
external borrowings.
3. During the CIRP, except few delays, were able to adhere to statutory
compliances.
4. Management has taken various steps to identify non-critical loss
making centres. They have defined strategies like franchise model, consolidation of
centres etc to reduce the cost related to loss making centres of the Company.
i) The Group has not carried out physical verification of property,
plant and equipment. Accordingly, material discrepancies, if any, could not be ascertained
and therefore, we are unable to comment on the existence of such property, plant and
equipment and its related impact, if any, on the accompanying consolidated financial
statements for the year ended 31 March 2025 including recognition, measurement and
disclosures, that may arise had the Group carried out such physical verification.
Reply: Physical verification was done two years ago and any material
impact on the value of the asset depends upon the outcome of CIRP proceeding which is
pending for the decision of the adjudicating authority.
j) The Group has received various notices relating to direct and
indirect tax matters. However, the management has not provided sufficient appropriate
audit evidence, including a comprehensive assessment or reliable data, to enable us to
evaluate the potential financial impact of these matters. Consequently, we are unable to
quantify the possible effects, if any, of such matters on the consolidated financial
statements. In the absence of adequate information, we are unable to determine whether any
adjustments are required in respect of provisions, contingent liabilities, or related
disclosures, as required by Ind AS 37 "Provisions, Contingent Liabilities and
Contingent Assets" and Ind AS 12 "Income Taxes".
Reply: In line with sec 14 of the Code, moratorium is effective on the
Company and demand, legal suit or proceeding related to pre CIRP period are not tenable in
Law, thus no impact has been taken in the financials of the Corporate Debtor.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013, the Company is
required to maintain cost records and have the audit of its cost records conducted by a
Cost Accountant. Cost records are prepared and maintained by the Company as required under
Section 148(1) of the Companies Act, 2013.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, approved the re-appointment of M/s Joshi Apte & Associates, Cost
Accountants (Firm Registration No. 00240) for the year ending March 31, 2026. M/s Joshi
Apte & Associates, Cost Accountants (Firm Registration No. 00240) have vast experience
in the field of cost audit and have been conducting the audit of the cost records of the
Company for the past several years.
In accordance with the provisions of Section 148(3) of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended,
the remuneration of '60,000/- plus applicable taxes and reimbursement of out-of-pocket
expenses payable to the Cost Auditors for conducting cost audit of the Company for
FY2025-26 as recommended by the Audit Committee and approved by the Board has to be
ratified by the Members of the Company. The same is placed for ratification of Members and
forms part of the Notice of the AGM.
SECRETARIAL AUDITOR
In terms of Regulation 24A read with other applicable provisions of the
SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company
is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26,
to conduct the secretarial audit of the Company in terms of Section 204 and other
applicable provisions of the Companies Act, 2013 read with Regulation 24A and other
applicable provisions of the SEBI Listing Regulations.
For identification of Secretarial Auditor, the Management of the
Company had initiated the process and had detailed interactions with certain eligible
audit firms and assessed them against a defined eligibility and evaluation criteria.
The following criteria inter alia were considered for evaluation of
Practicing Company Secretary firms capable of conducting audit of MT Educare Limited:
a) background of the firm, their experience and past associations in
handling secretarial audit of listed companies;
b) competence of the leadership and the audit team in conducting
secretarial audit of the Company in the past as well as of other listed companies; and
c) ability of the firm to understand the business of MT Educare Limited
and identify compliance of major laws and regulations applicable to the Company.
As part of the assessment, the Management also considered the
eligibility and evaluated the background, expertise and past performance of M/s. Shravan
A. Gupta & Associates as the Secretarial Auditors of the Company from 2021 till date.
The Management presented the outcome of the assessment to the Audit
Committee of the Board.
The Audit Committee considered the findings of the Management and
recommended to the Board, the appointment of M/s. Shravan A. Gupta & Associates as the
secretarial auditors of the Company for a period of five years commencing from the
conclusion of the ensuing 19th Annual General Meeting scheduled to be held on
September 30, 2025, through the conclusion of 24th Annual General Meeting of
the Company to be held in the year 2030, for conducting secretarial audit of the Company
for the period beginning from FY2025-26 through the FY2029- 30.
The Board considered the recommendation of the Audit Committee with
respect to the appointment of M/s. Shravan A. Gupta & Associates as the Secretarial
Auditors of the Company. Based on due consideration, the Board recommends for your
approval, the appointment of
M/s. Shravan A. Gupta & Associates as the Secretarial Auditors of
the Company for a period of five years commencing from the conclusion of the ensuing 19th
Annual General Meeting scheduled to be held on September 30, 2025, through the conclusion
of 24th Annual General Meeting of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for the period beginning from FY2025-26
through FY2029-30.
The above proposal and related information forms part of the Notice of
the AGM and is placed for your approval.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s Shravan A. Gupta & Associates to undertake the
Secretarial Audit of the Company for the financial year 2024-25. The report issued by the
Secretarial Auditor is annexed and forms part of the Board's Report
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements), 2015 the Secretarial Audit Report of the material subsidiaries of the
Company namely Lakshya Forrum for Competitions Private Limited and Labh Ventures India
Private Limited are annexed to this report. The Company has received their written consent
that their appointment is in accordance with the applicable provisions of the Act and
rules framed there under.
The said report does not contain any qualifications, reservations, or
adverse remarks or disclaimer.
During the year under review, the Secretarial Auditors did not report
any matter under Section 143(12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Act.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act, details
of which need to be mentioned in this Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there were no amounts required to be
transferred to the Investor Education and Protection Fund (IEPF) in respect of unclaimed
or uncashed dividends, in compliance with the applicable IEPF Rules.
Further, the details of the resultant benefits arising from shares
already transferred to the IEPF, year-wise breakup of unclaimed/unencashed dividend
amounts lying in the unpaid dividend account, and the corresponding shares already
transferred, are disclosed in the Corporate Governance Report, which forms an integral
part of this Annual Report. These details are also available on the Company's website at
www.mteducare.com.
DISCLOSURES
i. Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments made by the Company
required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 5a,
5b, 6 12 and 17 and 21 to the Standalone Financial Statements.
ii. Transactions with Related Parties:
There were no materially significant related party transactions entered
between the Company, Directors, management and their relatives, during the year under
review, further company has disclosed
all the related party transaction entered during the year under review
in the financial statements. Your Company has formulated a Policy on Related party
transactions which is also available on the website of the Company. This policy deals with
the review and approval of related party transactions. The Board of Directors of the
Company has approved the criteria to grant omnibus approval by the Audit Committee within
the overall framework of the policy on related party transactions. All related party
transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for related party transactions which are of repetitive nature. The
related party transactions for the financial year are insignificant Commensurate with the
turnover of the Company. Further, all transactions with related parties during the year
were on arm's length basis and in the ordinary course of business. The disclosure of
Related Party Transactions (if any) has been reported in Form no. AOC-2 is Annexed as
Annexure 1 and forms part of Annual Report.
iii. Risk Management:
The Company's approach to addressing business risks is comprehensive
and includes periodic review of such risks and a framework for mitigating controls and
reporting mechanism of such risks.
iv. Internal Financial Controls:
Internal Financial Controls includes policies and procedures adopted by
the company for ensuring orderly and efficient conduct of its business, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
information.
The Company has in place a proper and adequate Internal Financial
Control System with reference to financial statements. During the year, such controls were
tested and no such reportable material weakness in the design or operation was observed.
As regards the qualified/Disclaimer of opinion by Auditors on Internal Financial Control,
it is stated that the Company is taking constant steps to strengthen its process.
v. Prospects:
With a strong presence across all our operating markets and a clearly
defined expansion strategy, we are proactively leveraging growth opportunities to deliver
sustained value to all our stakeholders — including employees, communities, business
partners, and most importantly, our students. Through transformational initiatives across
key functions and processes, we are positioning the Company to emerge as a leading force
in the Education sector.
vi. Deposits:
Your Company has not accepted any public deposits during the year under
review, in accordance with the provisions of Chapter V of the Companies Act, 2013.
vii. Extract of Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013, read with the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as
on March 31, 2025, in Form MGT- 7, is available on the Company's website at www.
mteducare.com.
viii. Sexual Harassment:
The Company maintains a zero-tolerance policy towards sexual harassment
at the workplace and has adopted a comprehensive policy on the prevention, prohibition,
and redressal of sexual harassment in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder.
During the year under review, no complaints pertaining to sexual
harassment were received by the Company.
Furthermore, all new employees undergo a comprehensive orientation
session that includes detailed guidance on the Company's Anti-Sexual Harassment Policy.
ix. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016:
In accordance with the applicable provisions of the Insolvency and
Bankruptcy Code, 2016 ("IBC" or "Code"), the Corporate Insolvency
Resolution Process ("CIRP") of MT Educare Limited ("the Company") was
initiated by Connect Residuary Private Limited (CRPL), an Operational Creditor of the
Company. The petition filed by CRPL was admitted by the Hon'ble National Company Law
Tribunal (NCLT), Mumbai Bench, on December 16, 2022 ("Insolvency Commencement
Date").
Pursuant to the admission, Mr. Ashwin Bhavanji Shah was appointed as
the Interim Resolution Professional (IRP) to manage the affairs of the Company.
Subsequently, Mr. Vipin Choudhary, erstwhile Director of the Company, filed an appeal
before the Hon'ble National Company Law Appellate Tribunal (NCLAT), New Delhi, challenging
the order passed by the NCLT, Mumbai Bench. The Hon'ble NCLAT granted a stay on the
constitution of the Committee of Creditors (CoC) until the hearing and disposal of the
appeal.
On August 18, 2023, after hearing all concerned parties, the Hon'ble
NCLAT, New Delhi, dismissed the appeal filed by Mr. Vipin Choudhary, and the CIRP process
resumed. Mr. Ashwin B. Shah continued as the Deemed Resolution Professional until January
22, 2024. Thereafter, the appointment of Mr. Arihant Nenawati as the Resolution
Professional (RP) was confirmed by the Hon'ble NCLT, Mumbai Bench, and he formally took
charge of the CIRP proceedings on the same date.
As part of the ongoing process, Form G was published on January 8,
2024, inviting Expressions of Interest (EOIs) from potential resolution applicants. Out of
the nine EOIs received, two resolution applicants submitted their Resolution Plans.
Following a detailed evaluation, negotiation, and deliberation process, the Committee of
Creditors approved the selected Resolution Plan through the requisite voting mechanism.
The matter is currently pending for final hearing and approval before
the Hon'ble NCLT, Mumbai Bench.
x. Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b) Issue of shares (including sweat equity and ESOP shares) to
employees of the Company under any scheme referred to in this Report.
c) Neither the Managing Director nor the Wholetime Directors of the
Company received any remuneration or commission from any of its subsidiaries.
xi. Disclosure requirement:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, the Corporate Governance Report, along with the Auditor's Certificate, and
the Integrated Management Discussion and Analysis, including the Business Responsibility
Report (where applicable), form an integral part of this Annual Report.
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of the Company
Secretaries of India and such systems are adequate and operating effectively.
BOARD POLICIES
The details of various policies adopted and approved by the Board, as
mandated under the Companies Act, 2013 and the SEBI Listing Regulations, are provided in
the Corporate Governance Report, which forms part of this Annual Report. These policies
are also available on the Company's website at www.mteducare.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
• Conservation of energy
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy have not been provided considering the nature of
activities undertaken by the Company during the year under review.
• Technology absorption
During the year under review, the Company has not imported or absorbed
any new technology.
• Foreign exchange earnings and outgoings
During the year under review, there were no foreign exchange earnings
or outgo.
POLICY ON DIRECTORS' APPOINTMENT &
REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the Company's
policy on Directors' appointment, remuneration, and other related matters
("Remuneration Policy") is available on the Company's website at www.
mteducare.com.
The Remuneration Policy outlines the guiding principles adopted by the
Nomination and Remuneration Committee for identifying individuals qualified to become
Directors, as well as for determining the independence of Directors. The policy is
designed to reward performance and promote meritocracy, with remuneration decisions based
on a structured review of individual and organizational achievements. It is aligned with
prevailing industry standards and practices.
We affirm that the remuneration paid to the Directors during the year
is in accordance with the terms set out in the Company's Remuneration Policy. An extract
of the Remuneration Policy is annexed and forms part of this Report.
DISCLOSURES WITH REPSECT TO DEMAT SUSPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
During the year under review, there were no shares lying in the Demat
Suspense Account or Unclaimed Suspense Account. Accordingly, there is nothing to report
under this head as per the requirements of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this Report for the financial year ended March
31,2025.
In compliance with the provisions of Section 134(3) (q) of the Act,
read with Rule 5(2) and Rule 5(3) of the aforementioned Rules, the statement containing
the particulars of employees is annexed to this Report. The said Annexure is also
available for inspection by the members at the Corporate Office of the Company for a
period of 21 days prior to the ensuing 19th Annual General Meeting and up to
the date of the AGM, between 11:00 a.m. and 1:00 p.m. on all working days (excluding
Saturdays and public holidays).
Further, none of the employees listed in the said Annexure is related
to any Director of the Company. Additionally, no employee holds (either individually or
along with his/her spouse and dependent children) more than two percent of the equity
shares of the Company.
ACKNOWLEDGMENTS
The Board thanks the customers, vendors, dealers, investors, business
associates, bankers and communities for their continued support during the year. The Board
places on record its appreciation of the contribution made by all visiting faculty,
lecturers, and employees of the MT Educare family for their hard work, commitment, and
dedicated service, which have collectively contributed to the continued progress and
success of the Company. The Company's resilience to meet challenges was made possible by
their hard work, solidarity, co-operation and support.
CAUTIONARY STATEMENT:
Statements made in the Board's Report and the Management Discussion and
Analysis, describing the Company's objectives, projections, estimates, expectations, or
predictions may constitute "forward-looking statements" within the meaning of
applicable laws and regulations. Actual results may differ materially from those expressed
or implied due to various risks and uncertainties.
Key factors that could influence the Company's operations include, but
are not limited to, changes in the domestic and global political and economic environment,
tax laws, ongoing or potential litigations, interest rates, and other cost-related
variables.
|
For and on behalf of the Board |
| Place: Mumbai Date: 13/08/2025 |
Surender Singh Erstwhile Chairman &
NonExecutive Director DIN:08206770 |
