FIITJEE Limited

Annual Report
2017-18
 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING OF THE
MEMBERS OF FIITJEE LIMITED WILL BE HELD ON SUNDAY, 23RD DAY OF
SEPTEMBER 2018 AT 9:13 A.M AT HOTEL VIVANTA BY TAJ, SECTOR 21, METRO
STATION COMPLEX, DWARKA, NEW DELHI -110075 TO TRANSACT THE
FOLLOWING BUSINESS:

ORDINARY BUSINESS:
1) TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS
(INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS) FOR THE FINANCIAL
YEAR ENDED 31ST MARCH 2018 AND THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS THEREON;

“RESOLVED THAT the Audited Financials of the Company (including the

standalone and consolidated financial statements) including Profit & Loss Account of
the Company for the year ended 31 March 2018 along with Cash Flow Statement, Balance
Sheet of the Company as on 31 March 2018, Auditor’s Report, Directors’ Report and all
the relevant schedules and annexures of the Audited Financials of the Company for this
period be and are hereby received, considered and adopted by the members.”

2) TO APPOINT MR. PARTHA HALDER (DIN: 02728905) AS A DIRECTOR, WHO IS

RETIRING BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-
APPOINTMENT.

“RESOLVED THAT pursuant to the provisions of section 152(6) and other applicable
provisions, if any of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) and
rules made thereunder (including any statutory modification(s) or re-enactment thereof for
the time being in force) and Articles of Associations of the Company, Mr. Partha Halder
(DIN: 02728905 ) who retires by rotation at this Annual General Meeting and being eligible,
offers himself for re-appointment, be and is hereby re-appointed as a director of the
Company whose period of office shall be liable to retire by rotation.”

SPECIAL BUSINESS:
3) TO RE-APPOINT MR. DINESH KUMAR GOEL (DIN NO.: 01449629) AS MANAGING
DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of the Companies
Act, 2013 (hereinafter referred to as ‘the Act’) read with Schedule V of the Act and Rule 7
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
such other applicable provisions, if any, including any statutory amendments,
modifications or re-enactment thereof for the time being in force) and in accordance with
the Articles of Association of the Company, consent of the members of the Company be
and is hereby accorded to reappoint Mr Dinesh Kumar Goel (DIN: 01449629) as Managing
Director of the Company for a period of 5 (Five) years, with effect from 8th March 2018, at
such maximum remuneration as approved by shareholders for a period of 3 years in
Annual General Meeting of the Company held on 15th September, 2017.
 RESOLVED FURTHER THAT the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mr Dinesh Kumar Goel (DIN:
01449629) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mr Dinesh Kumar Goel (DIN: 01449629) as
Managing Director and to fix his remuneration and the past actions / decisions, if any, of
the Board in this regard be and is hereby adopted and ratified.”

4) TO RE-APPOINT MRS MONILA GOEL (DIN NO.: 00063791) AS A WHOLETIME

DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of the Companies
Act, 2013 read with Schedule V of the Companies Act, 2013 (hereinafter referred to as
‘the Act’) and Rule 7 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and such other applicable provisions, if any, (including any
statutory amendments, modifications or re-enactment thereof for the time being in force)
and in accordance with the Articles of Association of the Company, consent of the
members of the Company be and is hereby accorded to reappoint Mrs Monila Goel (DIN:
00063791) as Wholetime Director of the Company for a period of 5 (Five) years with effect
from 8th March 2018, at such maximum remuneration as approved by shareholders in
Annual General Meeting of the Company held on 15th September 2017.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mrs. Monila Goel (DIN:
00063791) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mrs. Monila Goel as Wholetime Director and to
fix his remuneration, and the past actions / decisions, if any, of the Board in this regard be
and is hereby adopted and ratified.”

5) TO RE-APPOINT MR KANTI KUMAR GOYAL (DIN NO.: 01400932) AS

WHOLETIMEDIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:
 “RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of the Companies
Act, 2013 read with Schedule V of the Companies Act, 2013 (hereinafter referred to as
‘the Act’) and Rule 7 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and such other applicable provisions, if any, (including any
statutory amendments, modifications or re-enactment thereof for the time being in force)
and in accordance with the Articles of Association of the Company, consent of the
members of the Company be and is hereby accorded to reappoint Mr Kanti Kumar Goyal
(DIN: 01400932) as Wholetime Director of the Company for a period of 5 (Five) years with
effect from 8th March 2018, at such maximum remuneration as approved by shareholders
in Annual General Meeting of the Company held 15th September 2017.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter or vary the
terms and conditions of appointment and/or remuneration of Mr. Kanti Kumar Goyal (DIN:
01400932) subject to the same not exceeding the limits specified under schedule V of the
Act or any statutory modification or re-enactment thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,
deeds, matters and things, including the power to execute all such deeds, documents,
instruments and writings as may be required for the purpose of giving effect to this
resolution, but not limited to the powers to settle all questions, difficulties or doubts that
may arise in regard to the appointment of Mr. Kanti Kumar Goyal as Wholetime Director
and to fix his remuneration, and the past actions / decisions, if any, of the Board in this
regard be and is hereby adopted and ratified.”

6) TO RATIFY REMUNERATION TO BE PAID TO THE COST AUDITORS OF THE

COMPANY
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) and the
Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and subject to applicable notification or
circular as may be issued by the Ministry of Corporate Affairs in this regard, the
remuneration of INR 1,00,000/- (INR One Lakh Only) plus GST and reimbursement of out
of pocket expenses as approved by the Board of Directors on the recommendation of
Audit Committee, to be paid to M/s. Yogesh Gupta & Associates, Cost Accountants (Firm
Registration No. 000373), Cost Auditor of the Company for the financial year ending 31 st
March, 2019, be and is hereby ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any
Committee thereof) be and is hereby authorized to do all acts and take all such steps as
may be necessary or expedient to give effect to this resolution.”
7) TO APPROVE THE EXTENSION OF FIITJEE ESOP 2010
To consider and, if thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution:

RESOLVED THAT pursuant to the provision of section 62 (b) of the Companies Act 2013
(hereinafter referred to as ‘the Act’) and other applicable provisions, if any, read with rule
12 of the Companies ( Share Capital & Debenture Rules) 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), article 125(h) of the
Articles of Association of the Company, the consent of the Members be and is hereby
accorded to approve the amendment, extension for additional term of 10 years and
alignment of FIITJEE ESOP 2010 in accordance with the Act and the letter namely
“Extension of FIITJEE ESOP 2010” enclosed with the explanatory statement.
RESOLVED FURTHER THAT all the directors of the Company be and are hereby,
individually and severally, authorized to finalize, settle and execute such documents/
deeds/ writings/ papers/ agreements and do all such acts, deeds, matters and things, as
it may in its absolute discretion deem necessary, proper or desirable in this regard,
including making the requisite filings with the Registrar of Companies and other regulatory
authorities under any other applicable acts and law.”

By order of Board of Directors

Place: New Delhi Anuradha Aggarwal

Date: 29.08.2018 Company Secretary
Regd office: 29A, Kalu Sarai,
Sarvapriya Vihar, New Delhi-110016
CIN: U80211DL1997PLC090156
Website: www.fiitjee.com
E-mail: [email protected]
NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND TO VOTE INSTEAD OF HIMSELF/HERSELF
AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY.

2) Pursuant to the provisions of Section 105 of the Act read with the applicable rules thereon,
a person can act as proxy on behalf of Members not exceeding fifty (50) and holding in
the aggregate not more than 10% of the total share capital of the Company. Proxy Form
is enclosed.

3) The instrument appointing the proxy in order to be effective must reach at the registered
office of the Company not less than 48 hours before the time fixed for meeting.

4) The requirement to place the matter relating to appointment of Auditors for ratification by
members at every Annual General Meeting is done away with vide notification dated May
7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution
is proposed for ratification of appointment of Auditors, who were appointed in the Annual
General Meeting held on 15th September 2017.

5) An Explanatory Statement relating to special business to be transacted at the meeting, as

required under Section 102 of the Act and Secretarial Standard 2 is annexed hereto.

6) Corporate members intending to send their authorized representatives to attend the

meeting are requested to send to the Company a certified true copy of the Board resolution
authorizing their representative to attend and vote on their behalf at the meeting.

7) All the documents referred in the Notice, Annual Report as well as Annual Accounts of the
Subsidiary Companies and Register of Directors’ Shareholding are open for inspection,
during the business hours at the Registered Office of the Company up to and including the
date of Annual General Meeting.

8) Route Map of the venue of the meeting forms part of this notice.

9) Members / proxies/ authorized representatives should bring the duly filled Attendance Slip
enclosed herewith to attend the meeting.

10) Members, in case of any change, may update their contact details with the company.
 AN EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE
COMPANIES ACT, 2013
ITEM NO. 3
Mr. Dinesh Kumar Goel (having DIN: 01449629) is the Founder, Chairman and Managing
Director of the Company and is on the Board of the Company since its inception i.e. from
1997. He is a Mechanical Engineer, graduated from the Indian Institute of Technology,
Delhi (IIT-Delhi). He has over 27 years of rich and varied experience in the education
Industry. Mr. Dinesh Kumar Goel supervises the Business Strategies of the Company and
monitors execution of various academic operations and projects. Under his leadership,
FIITJEE Limited has grown leaps and bounds and has come up as a pioneer organisation
in education Industry with strong branding.

Mr. Dinesh Kumar Goel is having excellent grasp and thorough knowledge and experience
of not only education and technology but also of administration and management. His
contributions have already resulted into considerable financial gains to the Company and
the Company continue to get benefit in future as well. Considering his knowledge of
various aspects relating to the Company’s affairs and long business experience and vast
roles and responsibilities, the Board of Directors is of the opinion that for recognizing his
efforts, his tenure shall be renewed. As on the date, he holds 64.19% equity shares out of
the total paid up share capital of the Company.
Mr Dinesh Kumar Goel holds Directorship and Membership on the Board of the following
Companies:

SI.No. Name of Company Nature of Interest

1 FIITJEE Franchise Network Director & Member (Registered
Limited holder of one share on behalf of
FIITJEE Limited)

2. Times A & M (India) Limited Member (Registered holder of one

share on behalf of FIITJEE Limited)

3 Edfora Edtech Private Limited Director & Member

4. USA Univquest Private Director & Member (Registered

Limited holder of one share on behalf of
FIITJEE Limited)

5 Edfora Infotech Private Member (Registered holder of one

Limited share on behalf of Edfora Edtech
Private Limited)

6 FIITJEE Ltd- CSR Committee Member

7 FIITJEE US INC Director

8 Megacosm Cognitions Private Member (Registered holder of one

Limited share on behalf of FIITJEE Limited)
The members of the Company at their meeting held on 19th August 2013 had reappointed
Mr Dinesh Kumar Goel, Manging Director of the Company for a period from 1st April 2013
till 31st March 2018. The term of office was due to expire on 31st March 2018, therefore,
the Board of Directors of the Company (“Board”), at its meeting held on 8 March 2018 has,
subject to the approval of members, re-appointed Mr. Dinesh Kumar Goel (having DIN:
01449629) as Managing Director, for a period of 5 (five) years with effect from 8 March,
2018 till 7 March, 2023 at such maximum remuneration as approved by shareholders for
a period of 3 years in Annual General Meeting of the Company dated 15th September,
2017. It is proposed to seek members’ approval for the re-appointment of Mr. Dinesh
Kumar Goel as Managing Director of the Company, in terms of the applicable provisions
of the Act on same remuneration as approved by members in the Annual General Meeting
held on 15th September 2017.

Except Mr Dinesh Kumar Goel, being appointee and Mrs Monila Goel and Mr Kanti Kumar
Goyal being relatives of the appointee, none of the Directors, Key Managerial Personnel
are concerned or interested in the resolution either financially or otherwise.

The Board recommends and propose to pass the resolution set out at item no. 3 of the
notice as a Special Resolution.

ITEM NO. 4:
Mrs Monila Goel (DIN: 00063791), aged 47 years, was appointed as Director in the
Company with effect from 20 th January 2007. She has over 16 years of rich and varied
experience and expertise in various operational domains in the education industry. Mrs.
Monila Goel manages the accounts payable operations of the Company across the country
and monitors execution of various projects and Internal Audit functions. She is also
providing supervision to legal department. Her contributions have already resulted into
considerable financial gains to the Company and the Company continue to get benefit in
future as well. As on date, she holds 4.51% equity shares out of the total paid up share
capital of the Company.
Mrs Monila Goel, holds Directorship, Membership on the Board of the following
Companies:
SI.No. Name of Company Nature of Interest
1. Times A & M (India) Limited Manging Director and Member
(Registered holder of one share on
behalf of FIITJEE Limited)

2. Edfora Edtech Private Limited Director & Member

3. Kartikeya Infrastructure & Director & Member

Finsec Private Limited

4 USA Univquest Private Limited Director

5 FIITJEE US INC Director

6 Megacosm Cognitions Private Member (Registered holder of one
Limited share on behalf of FIITJEE
Limited)
The members of the Company at their meeting held on 30th December 2013 had
appointed Mrs. Monila Goel as Wholetime Director of the Company for a period of five
years with effect from 21st September 2013. The Board of Directors of the Company
(“Board”), at its meeting held in March, 2018 has, subject to the approval of members, re-
appointed Mrs. Monila Goel (having DIN: 00063791) as Wholetime Director, for a period
of 5 (five) years with effect from March 8, 2018, at such maximum remuneration as
approved by shareholders for a period of 3 years in Annual General Meeting of the
Company dated 15th September 2017. It is proposed to seek members’ approval for the
re-appointment of Mrs. Monila Goel as Wholetime Director of the Company, in terms of
the applicable provisions of the Act on same remuneration as approved by members in
the Annual General Meeting held on 15 th September 2017.

Except Mrs Monila Goel, being appointee and Mr Dinesh Kumar Goel being relative of the
appointee, none of the Directors, Key Managerial Personnel are concerned or interested
in the resolution either financially or otherwise.

The Board recommends and propose to pass the resolution set out at item no. 4 of the
notice as a Special Resolution

ITEM NO. 5:
Mr. Kanti Kumar Goyal is one of the co-promoters of the Company and on the Board of
the Company since its inception i.e. from 1997. Mr. Kanti Kumar Goyal has been playing
an important role as an advisor to the Chairman on administrative and operational matters.
As on the date, he holds 10.05% equity shares out of the total paid up share capital of the
Company.
Mr Kanti Kumar Goyal, holds Directorship, Membership on the Board of the following
Companies:

SI.No. Name of Company Nature of Interest

1. FIITJEE Franchise Network Director and Member (Registered
Limited holder of one share on behalf of
FIITJEE Limited)

2. Times A & M (India) Limited Member (Registered holder of one

share on behalf of FIITJEE Limited)

3 Edfora Edtech Private Member

Limited
4 Megacosm Cognitions Member (Registered holder of one
Private Limited share on behalf of FIITJEE Limited)

The members of the Company at their meeting held on 30 th December 2013 had appointed
Mr Kanti Kumar Goyal as Whole Time Director of the Company for a period of five years
with effect from 21st September 2013. The Board of Directors of the Company (“Board”),
at its meeting held on 8th March, 2018 has, subject to the approval of members, re-
appointed Mr. Kanti Kumar Goyal as Whole-time Director, for a period of 5 (five) years with
effect from March 8, 2018, at such maximum remuneration as approved by shareholders
for a period of 3 years in Annual General Meeting of the Company dated 15 th September,
2017. It is proposed to seek members’ approval for the re-appointment of Mr. Kanti Kumar
Goyal as Whole-time Director of the Company, in terms of the applicable provisions of the
Act on same remuneration as approved by members in the Annual General Meeting held
on 15th September 2017.
Mr Kanti Kumar Goyal has attained the age of 83 years. In view of the of Section 196 (3)
(a) of the Companies Act, 2013, the Company seeks consent of the members by way of
special resolution for reappointment of Mr Kanti Kumar Goyal as Wholetime Director. The
Board therefore recommends the Special Resolutions for your approval.

Except Mr Kanti Kumar Goyal, being appointee and Mrs Monila Goel and Mr Dinesh Kumar
Goel, being relatives of the appointee, none of the Directors, Key Managerial Personnel
are concerned or interested in the resolution either financially or otherwise.

The Board recommends and propose to pass the resolution set out at item no. 5 of the
notice as a Special Resolution.

ITEM NO.6

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified
by the shareholders of the Company at the General Meeting. The Board, on the
recommendation of the Audit Committee and subject to the rules to be notified by the
Ministry of Corporate Affairs in this regard, has approved the appointment of M/S Yogesh
Gupta & Associates, Cost Accountants (Firm Registration No. 000373), as Cost Audit or
to conduct the audit of the cost records of the Company at a remuneration of INR 100,000/-
(INR One Lakh Only) plus GST and reimbursement of out of pocket expenses for the
financial year ending 31st March 2019.

Accordingly, ratification of the members is being sought for the proposal contained in the
resolution set out at item no. 6 of the notice.
None of the Directors, Key Managerial Personnel and their relatives are concerned or
interested in the resolution either financially or otherwise.

The Board recommends and propose to pass the resolution set out at item no. 6 of the
notice as an Ordinary Resolution.

ITEM NO.7
Members are requested to note that the success of the Company’s objectives is largely
determined by the quality of its work force and their commitment to achieve Company’s
objectives. It is recognized that not only good employment opportunities, but also
additional motivating mechanisms are needed to incentivize employees and aligning their
interest with the interest of the Company.

In view of the aforesaid vision, the Company had initiated employee stock option i.e.
FIITJEE ESOP 2010 (“ESOP Scheme”). ESOP Scheme was effective for a period of 8
 years from the date of issuance i.e. from 1st April 2010 to 31st March 2018. In order to
facilitate the employees / grantees who have not yet exercised their granted options, the
Board has proposed to extend the said ESOP scheme for a further period of 10 years i.e.
up to 31st March 2028 subject to the approval of the Members in the ensuing Annual
General Meeting.

Since the ESOP Scheme was executed as per the Companies Act 1956, the Board has
also approved to align the scheme in accordance with the provisions of the Companies
Act 2013.

A letter for extension and amendment of FIITJEE ESOP 2010 is as given below:

“Re: Extension of FIITJEE ESOP 2010

We refer to the FIITJEE ESOP 2010 (“ESOP 2010”) approved vide board resolution dated
26th March 2010. This Extension Letter is in accordance with the authority given to the
board in the same board meeting held on 31st March 2018 read with article 18 of ESOP
2010 and the said extension of the plan shall be subject to the approval of the shareholders
in the ensuing general meeting.

Capitalised terms not defined in this letter (“Letter”) shall have the same meanings given
to them in the Agreement unless the context otherwise requires.
The intention is to extend the ESOP 2010 for the tenure of another 10 years. The Company
may also like to amend the terms of ESOP 2010 for outgoing employees and would like to
reserve certain powers for the board of directors. ESOP 2010 shall also be amended in
accordance with Companies Act, 2013.
In the circumstances, wherever Companies Act, 1956 is referred in ESOP 2010, it shall
mean Companies Act, 2013. Further, the article 5.5, 5.9, 5.19, 5.22, 5.25, 6.2, 12.2, 14.1,
14.3 of the ESOP will be amended and replaced by the revised clause as below and two
new clauses 14.6, 14.7 and 20.1 shall be inserted.

5.5 Companies Act mean the Companies Act, 2013 or any other statutory amendment,
modification of substitution thereof
5.9 ‘‘Employee’’ means-
(a) a permanent employee of the company who has been working in India or outside India;
or
(b) a director of the company, whether a whole- time director or not; or
(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India,
but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through anybody corporate,
directly or indirectly, holds more than ten percent of the outstanding equity shares of the
company.
 (iii) An independent Director of the Company or its subsidiary.

5.19 Holding Company shall mean Holding Company referred under section 2(46) of
Companies Act, 2013

5.22 Independent Director shall mean an independent director referred in section 149(5) of
Companies Act, 2013

5.25 “as defined in the SEBI ESOP Guidelines” will be deleted and “read with section 2(69) of
the Companies Act, 2013” inserted.

6.2 The plan shall remain in force for next 10 (ten) years with effect from the present Board
meeting i.e 31st march, 2018 unless terminated/amended by the board before the expiry
of said 10 years. After the extended period, the plan shall remain in effect until all options
granted under the plan have been exercised or have expired by the reasons of lapse of
time of validity of the plan or terminated/ forfeited, whichever is earlier.
If any options granted under the plan are terminated / forfeited/ lapses under the provisions
of the Plan, such options shall be available for further grant under the plan.

12.2 The Exercise Period shall be extended as below:

a. for the options granted under earlier ESOP Plan 2010: by further 10 (ten) years from
the 01.04.2018 i.e eighteen years in total and
b. for any options granted after 31.03.2018, it shall be 10 years from the Grant date.

14.1 If a Grantee’s employment (or other service) with the employer Company terminates or is
terminated for cause/Misconduct, all the options i.e vested but not previously Exercised or
unvested will lapse/expire on the date of such termination of employment.
‘Cause/ Misconduct’, shall means and include, as determined by the Board/ Compensation
Committee:
(i) the continued and gross failure of the employee to substantially perform his duties to the
employer Company, (other than any such failure resulting from retirement, death, or
permanent disability, voluntary retirement),
(ii) the engaging by the employee in wilful, reckless or grossly negligent misconduct which is
determined by the Compensation committee/Board to be detrimental to the interest of the
Company or any of its subsidiaries or its Holding Company, monetarily or otherwise.
(iii) the employee’s pleading guilty to or conviction of a felony.
(iv) Fraud, misfeasance, breach of trust committed by an employee or disclosure to the plan
and /or the Employer Company
(v) Employment of the employee in any other organisation or provision of services by the
Employee for any other organisation whilst in the employment of the Company without the
previous written consent of the Company.
(vi) The Employee is declared bankrupt.
(vii) Moral Turpitude
(viii) Breach of contract or conditions of employment
(ix) Breach of Company Rules or policies
14.3 If a Grantee’s employment with the employer company is terminated due to resignation by
the Grantee or is terminated by the Company for the reasons other than mentioned in
clause 14.2, all the options not vested as on that day i.e on the last day of employment
shall lapse/expire.

14.6 A Grantee, whose employment is terminated by reason of resignation or for reasons other
than cause/misconduct defined in 14.1, may exercise the rights on options vested to him
even after termination of employment with the company until the tenure mentioned in
clause 12.2 above, if the said Grantee

a. has properly followed company norms of exit

b. where such Grantee has signed a non-compete agreement or any document containing
Non - compete clause with the company, is in compliance with that agreement or that
document.
c. where such Grantee is restricted to join competing business by virtue of its employment
agreement for a specified period of time after termination of employment must abide by
such condition and can exercise his rights only after expiry of such cooling off period.

14.7 In the event of a Grantee retiring on attaining the retirement age, Grantee shall be entitled
to exercise all Vested Options with him and may be exercised by Grantee after his
separation until the tenure mentioned in clause 12.2 above. Further, in this case all the
unvested options shall stand lapsed.

18.1 “without the approval of shareholders by way of appropriate resolution” shall be substituted
by “by way of special resolution pursuant to rule 12(5) of the Companies (Share Capital &
Debentures) Rule, 2014”

New Article 20 shall be inserted with heading “Power of Board”

20.1 The Board shall have the supreme power in all the cases to approve/disapprove the
exercise of option by the employee, in the interest of the Company.

This Letter shall be governed by and construed in accordance with the laws of India. Any
disputes between the Parties in relation to the terms of this Letter shall be resolved in
accordance with the dispute resolution provisions contained in the ESOP 2010.

Please acknowledge the acceptance of the terms of this letter by signing and returning the
enclosed copy of this letter to the Company.

Yours sincerely,
For FIITJEE Limited
Sd/- Sd/-
Dinesh Kumar Goel Partha Halder
Managing Director Whole Time Director
Below are the details as required pursuant to Companies (share capital and Debenture) Rules, 2014
(a) the total number of stock options granted- 8,68,000
(b) identification of classes of employees entitled to participate in the Employees Stock Option
Scheme;
Employee includes:
(a) a permanent employee of the company who has been working in India or outside India;
or
(b) a director of the company, whether a whole- time director or not; or
(c) an employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India,
but does not include-
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either himself or through his relative or through anybody corporate,
directly or indirectly, holds more than ten percent of the outstanding equity shares of
the company.
(iii) An independent Director of the Company or its subsidiary.
(c) the appraisal process for determining the eligibility of employees to the Employees Stock
Option Scheme: As deemed by compensation committee or Board of directors as the case
may be shall on the basis of various criteria for selection of employees ( which criteria shall
be decided from time to time by the Board or compensation committee for assessing the
contribution of employees) decides on employees eligible for a grant under the plan and
terms and conditions thereof.
The Board of directors may in its absolute discretion be entitled to vary or modify such
criteria and/ or selection and/ or terms or condition of the grant for the employee or class
of employee.
(d) the requirements of vesting and period of vesting; The scheme came into force w.e.f 1 st
April 2010 and the details of the vesting are as under:
Vesting Date Maximum number (percentage)
of options that shall vests

12 months from the grant date 20 % (Twenty Percent)

24 months from the grant date 35 % (Thirty Five Percent)

36 months from the grant date 45 % (Forty Five Percent)

(e) the maximum period within which the options shall be vested: 36 months from the grant
date i.e. 31st March 2013

(f) the exercise price or the formula for arriving at the same: Exercise price shall be
determined by the Board or compensation committee but shall not be lower than face
value.
(g) the exercise period and process of exercise: Exercise period: 31 st March 2028
 Process of exercise: The Employee may during any time in exercise period, subject to
fulfilment of conditions grant, exercise some or all of vested options, submit an application
to compensation committee or Board to allot or transfer him shares pursuant to vested
options, accompanied by payment amount and such other writing if any as the Board of
Compensation committee may specify to confirm extinguishment of the rights comprising
of options then exercised.
(h) the Lock-in period, if any: 3 years from the date of grant;
(i) the maximum number of options to be granted per employee and in aggregate:
S.No Title Name of Number of ESOPs to Number of
. Employee be alloted shares
@Rs.258.64/- per vested as on
option date
1 Mr. Partha Halder 1,54,654 1,54,654

2 Mr. Ankur Kumar 38,664 38,664

Jain
3 Mr. Ashish Arora 27,065 27,065
4 Mr. C.V. Kalyan 34,797 34,797
Kumar
5 Mr. Vinod Kr. 30,932 17,013
Agarwal
6 Dr. P. Ananda 19,332 19,332
Raman
7 Mr. R.L. Trikha 19,332 19,332
8 Mr. Ashish Gupta 15,465 15,465
9 Mr. Narendra 15,465 8,506
Kumar Tomer
10 Mr. Ateet Mittal 15,465 15,465
11 Mr. Rahul Vohra 13,532 13,532
12 Mr. B. Pawan 13,532 13,532
Kumar
13 Mr. Arbind Kumar 13,533 2,707
14 Mr. Shrikant 13,532 13,532
Kumar
15 Mr. R.K. Thakur 13,532 13,532
16 Mr. P.K. Mishra 13,532 13,532
17 Mr. Sharat 11,599 11,599
Prakash
18 Mr. Deepak 11,599 11,599
Sharma
19 Mr. Nilanjan 11,599 11,599
Tewari
20 Mr. Anoop 11,599 11,599
Srivastava
21 Mr. Nitin Krishna 11,599 11,599
Dubey
 22 Mr. Rajeev Kumar 11,599 11,599
Singh
23 Mr. Ashish Kumar 11,599 11,599
Yadav
24 Mr. Mayank Gupta 11,599 11,599
25 Mr. Gaurav Tiwari 11,599 11,599
26 Mr. S.K. Rajesh 11,599 11,599
27 Mr. Rajesh Raman 11,599 11,599
28 Mr. Prafulla Kumar 9,666 9,666
Dash
29 Mr. Joshi Jitesh C. 9,666 9,666
30 Mr. Gaurav Goyal 9,666 9,666
31 Mr. Ramesh Babu 9,666 9,666
Pinnepu
32 Mr. Om Shankar 7,733 7,733
Dwivedi
33 Mr. Shirin Saxena 7,733 7,733
34 Mr. Abhijit Kumar 7,733 7,733
Jha
35 Mr. Mr. Nishant 7,733 7,733
Tripathi
36 Mr. Ranajoy 5,800 5,800
Bardhan
37 Mr. Binod Kumar 5,800 5,800
Dubey
38 Mr. Guddeti 5,800 5,800
V.S.R.K.V.Pra
sad
39 Mr. Atil Arora 3,866 3,866
40 Mr. Nitin Jain 77,327 77,327*
41 Mr. Manish Anand 38,664 38,664
42 Mr. Ajay K. Koul 19,332 19,332
43 Mr. Rajesh 19,332 10,633
Sharma
44 Mr. Anup Gulati 19,332 19,332

45 Mr. Ashish Kumar 11,599 11,599

Aggarwal
46 Mr. Pankaj Kumar 7,733 7,733

47 Mr. Rajender 3,866 3,866

Singh
Aggregate number of options 8,68,000 8,27,596

* has exercised 200 options out of the total vested options on 31.03.2018.
(j) the method which the company shall use to value its options: NA
(k) the conditions under which option vested in employees may lapse:
If a Grantee’s employment (or other service) with the employer Company terminates or is
terminated for cause/Misconduct, all the options i.e vested but not previously Exercised or
unvested will lapse/expire on the date of such termination of employment.
‘Cause/ Misconduct’, shall means and include, as determined by the Board/ Compensation
Committee:
(i) the continued and gross failure of the employee to substantially perform his duties to the
employer Company, (other than any Such failure resulting from retirement, death, or
permanent disability, voluntary retirement),
(ii) the engaging by the employee in wilful, reckless or grossly negligent misconduct which is
determined by the Compensation committee/Board to be detrimental to the interest of the
Company or any of its subsidiaries or its Holding Company, monetarily or otherwise.
(iii) the employee’s pleading guilty to or conviction of a felony.
(iv) Fraud, misfeasance, breach of trust committed by an employee or disclosure to the plan and
/or the Employer Company
(v) Employment of the employee in any other organisation or provision of services by the
Employee for any other organisation whilst in the employment of the Company without the
previous written consent of the Company.
(vi) The Employee is declared bankrupt.
(vii) Moral Turpitude
(viii) Breach of contract or conditions of employment
(ix) Breach of Company Rules or policies
(l) the specified time period within which the employee shall exercise the vested options in the
event of a proposed termination of employment or resignation of employee: No specified
period in such case, employee can exercise its options till 31 st March 2028
(m) The Company shall comply with the applicable accounting standards.
Except Mr Partha Halder being the grantee, none of the Directors, Key Managerial Personnel
and their relatives are concerned or interested in the resolution either financially or otherwise.

Accordingly, approval of the members is being sought for the proposal set out at item no. 7
of the notice. The Board recommends and propose to pass the resolution set out at item no.
7 of the notice as a Special Resolution.

By order of Board of Directors

Place: New Delhi Anuradha Aggarwal

Date: 29.08.2018 Company Secretary
Regd office: 29A, Kalu Sarai,
Sarvapriya Vihar, New Delhi-110016
CIN: U80211DL1997PLC090156
Website: www.fiitjee.com
E-mail: [email protected]
 ATTENDANCE SLIP
(Will be handed over at the registration counter)

21st Annual General Meeting of FIITJEE Ltd. on Sunday, 23rd day of September 2018 at
9:13 A.M at Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka, New Delhi
-110075
DETAIL OF MEMBER:
1. Regd. Folio No. _____________No. of shares held ___________

2. Name of member (IN BLOCK LETTERS):

3. Address of member (IN BLOCK LETTERS):

I certify that I am a registered shareholder/proxy for the registered Shareholder (whose details
are mentioned above) of the Company and hereby record my presence at the 21st Annual
General Meeting of the Company on Sunday, 23rd day of September, 2018 at 9:13 A.M at
Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka, New Delhi -110075.

Member’s/Proxy’s Signature

Note:
1. Please fill this attendance slip and hand it over at the entrance of the hall.
2. This Attendance Slip is valid only in case shares are held on the date of the meeting.
 Form No. MGT 11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

CIN: U80211DL1997PLC090156
Name of the Company: FIITJEE LIMITED
Registered office: 29A, KALU SARAI, SARVAPRIYA VIHAR, NEW DELHI - 110016

Name of the member(s):

Registered Address:
E-mail Id:
Folio No / Client Id:
DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name:
Address:
Email Id:
Signature:……………………………. or failing him

2. Name:
Address:
Email Id:
Signature:……………………………. or failing him

3. Name:
Address:
Email Id:
Signature:……………………………. or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st
Annual General Meeting of the company, to be held on the Sunday, 23rd day of September,
2018 at 9:13 A.M at Hotel Vivanta By Taj, Sector 21, Metro Station Complex, Dwarka,
New Delhi -110075 and at any adjournment thereof in respect of such resolutions as are
indicated below:
Resolution No.

1. Consideration and adoption of Audited Financial statement of the Company for the
financial year ended 31st March, 2018, the Report of the Board and Auditors thereon.

2. Appointment of a Director in place of Mr Partha Halder (DIN: 02728905), who is retiring

by rotation and being eligible, offers himself for re-appointment.
3. Re-appointment of Mr Dinesh Kumar Goel as the Managing Director of the Company for
a period of 5 years.

4. Re-appointment of Mrs Monila Goel as the Wholetime Director of the Company for a
period of 5 years.

5. Re-appointment of Mr Kanti Kumar Goyal as the Wholetime Director of the Company for
a period of 5 years.

6. Ratification of remuneration of the Cost auditors of the Company.

7. Approve the Extension of FIITJEE ESOP 2010.

Signed this………..day………………………2018.
Affix
Revenue
Signature of shareholder Stamp
Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and
deposited at the Registered Office of the Company, not less than 48 hours before the
commencement of the Meeting.
ROUTE MAP- HOTEL VIVANTA BY TAJ, DWARKA, NEW DELHI
 BOARD’S REPORT

Dear Members,
Your Directors are pleased to submit the 21st Annual Report on the Business
and Operations of FIITJEE Limited (“FIITJEE or the Company”) along with the
Audited Standalone and Consolidated Financial Statements of the Company
for the financial year ended 31st March 2018.
1. COMPANY OVERVIEW

FIITJEE Limited was incorporated on 13 th October 1997 under the provisions

of Companies Act, 1956, with a mission to create world’s best institution that
serves the society for thousands of years, may be perennially and to make the
global leaders in education. The Company is engaged in the business of
preparing students in their pursuit of higher education in the field of
engineering, by providing coaching classes, test preparation, conducting
examinations and other ancillary services to ensure that students are prepared
for the competitive examinations they aspire for in the field of engineering.
2. FINANCIAL HIGHLIGHTS

a) KEY FINANCIAL HIGHLIGHTS

The key highlights of the standalone audited financial results for the year
ended 31st March 2018 along with comparative figures for the previous year
are tabulated below:
(Amount in INR million)

STANDALONE
PARTICULARS
2017-18 2016-17

Total Income 5,981.92 5,432.56

Profit before Depreciation (393.47) 394.96

Amortisation expenses,
Exceptional items and Tax

Depreciation and amortisation 255.11 219.34

expenses

Exceptional Items Nil Nil

Profit Before Tax (648.58) 175.62

Tax Expenses/ (Credit) (148.08) 7.85

Profit After Tax (500.50) 167.77

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 During the year, your Company has registered Revenue from operations
of INR 5,674.19 million as against INR 5,284.99 million in the previous
financial year showing a growth of around 7%. Though, the Company has
reported a loss on account of increase in expenses dis-proportionate to
increase in revenue. Your Directors are continuously looking for avenues
for future growth and are hopeful that the Company will perform better in
the coming years.
b) DIVIDEND / APPROPRIATIONS

In the absence of distributable profits, the Company has not declared any
dividend for the financial year ended 31st March 2018.
c) TRANSFER TO RESERVES

The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter

referred to as “the Act”), do not apply as there was no dividend declared
and paid during the year under review.
d) DEPOSITS

The Company has neither accepted nor renewed any deposits during the
year under review and, as such, no amount of principal or interest is
outstanding, as at 31st March 2018.

e) SHARE CAPITAL

The Company made allotment of 200 equity shares under “FIITJEE_ESOP

2010” on 31st March 2018.

Further, the Company did not buy back any of its securities during the year
under review.

f) CHANGES IN NATURE OF BUSINESS

a. The Company has entered into a business transfer agreement to sell

its “Books and Content Development business” to the Company -
Megacosm Cognitions Private Limited (Wholly owned Subsidiary of
FIITJEE Limited with effect from 26th June 2017)
b. Scheme of Arrangement for Demerger of Tech Business of FIITJEE
Limited (Demerged Company) into Edfora Edtech Private Limited
(Resulting Company) and consequent reorganization of Share Capital
of Edfora Edtech Private Limited was filed on 10 th March 2016 with
Hon’ble High Court, Delhi. Pursuant to Companies (Compromise,
Arrangement and Amalgamation), Rules, 2016, this petition was
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 transferred to National Company Law Tribunal (“NCLT”). NCLT has
approved the aforesaid Scheme in hearing dated 16th March 2017 vide
certified order dated 08th November 2017 with appointed date being 1st
April 2017.

g) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL

POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE
OF REPORT

A Scheme of arrangement has been filed for merger of Times A & M (India)
Limited and USA Univquest Private Limited (“Transferor Companies”) with
FIITJEE Limited (“Transferee Company”) with NCLT, Delhi Bench on 28th
March 2018. The first motion application is duly approved by the NCLT in
its hearing dated 26th July 2018 and allowed the dispensation of convening
of meeting of Shareholders, Secured and Un-secured creditors of the
Transferor and Transferee Companies.
h) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At the beginning of the Financial Year 2017-18, the Company had 6 direct
subsidiaries.
During the Financial Year 2017-18, FIITJEE UAE Institute Limited, wholly
owned subsidiary of Company, stands liquidated as on 16th May 2017 vide
Liquidation Certificate issued by RAS Al Khaimah Free Trade Zone (RAK)
authority for liquidation.
During the year, the Company has acquired 100% shares in Megacosm
Cognitions Private Limited (Formerly known as Incos Trademart Private
Limited) on 26th June 2017
The Company incorporated a wholly owned subsidiary in United States
namely FIITJEE US INC. on 21st September 2017.
Pursuant to demerger Scheme approved by NCLT vide its order dated
8th November 2017, Edfora Infotech Private Limited (“EIPL”) has ceased
to be a subsidiary of the Company with effect from 16th November 2017.
Consequently, as on 31st March 2018, the Company has 6 direct
Subsidiaries namely USA Univquest Private Limited, Times A & M (India)
Limited, FIITJEE Franchise Network Limited, Megacosm Cognitions
Private Limited, FIITJEE India W.L.L. (Bahrain) and FIITJEE US INC.
(United States).
A Statement containing the salient features of the financial statements of
Subsidiaries, Joint Ventures and Associate Companies is provided as
Annexure A to the Consolidated Financial Statement and therefore not
repeated to avoid duplication.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 The highlights of the performance of key subsidiaries are also given under
Consolidated Financials
i) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186

Details of loans, guarantees or investments covered under the provisions

of Section 186 of the Act have been mentioned in the Note no. 33 to the
Financial Statements.

j) RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered by the Company with its related

parties during the year were in ordinary course of business and on an
arm’s length basis.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Act,
in the prescribed Form AOC-2 is appended as Annexure “1” forming part
of this Report.
Further, names of related parties and details of transactions with them
have also been included in the Financial Statements.

k) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information as required under Section 134(3)(m) of the Act read with
Rule 8 of Companies (Accounts) Rules, 2014 pertaining to measures of
energy conservation, technology absorption and details of foreign
exchange earnings and outgo is forming part of this report and annexed
as Annexure “2”.
l) EXTRACT AND WEB ADDRESS FOR ANNUAL RETURN

In terms of provisions of Section 92 (3) of the Act, the Annual Return of the
Company is annexed as Annexure “3” and is also available on the
website of the Company. i.e. www.fiitjee.com in section “About FIITJEE →
Policies and other Info”.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
3. HUMAN RESOURCE MANAGEMENT

a) PARTICULARS OF EMPLOYEES

Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 regarding disclosure on managerial
remuneration etc. is not applicable to the Company.

A Statement containing disclosures under Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure “4”.

b) EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company in the year 2010 approved

Employees Stock Option Plan - 2010 (‘’FIITJEE ESOP 2010”) and granted
868,000 (eight lakhs sixty eight thousand) Stock Options representing an
equal number of equity shares of face value INR10 each at an exercise
price of INR 258.64/- (Rupees two hundred fifty eight and paise sixty four).
The Exercise period of eight years comes into force from the grant date.

The scheme is only for the employees of the Company and that of its
subsidiaries and not for employees belonging to any promoter, or promoter
group, the director and their relatives holding 10% or more shares.

During the period under review, 200 options were exercised under the said
Plan. The Company has allotted equivalent 200 Equity shares against the
exercise of options on 31st March 2018.
Details as per the Companies (Share Capital and Debentures) Rules, 2014
are given herein below:
Particulars Details
Options Granted 8,68,000
Options Vested 8,27,596
Options Exercised 200
Total number of Equity Shares arising as a 200
result of exercise of Options
Options forfeited / lapsed / cancelled 40,404
Variations in term of Options The Board has
extended the Scheme
by another 10 years in
its meeting held on
31.03.2018 and
further modified the
scheme subject to the
approval of the
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 Shareholders in the
ensuing Annual
General Meeting. The
Extension letter is part
of the explanatory
statement of the
Notice to the Annual
General Meeting of
the Company
Total Number of Options in force 8,27,396
Money raised by exercise of Options INR 51,728
Employee-wise details of Options granted to
i. Directors, Key Managerial Personnel and NIL
other management personnel
ii. Any other employee who received a grant in NIL
any one year of options amounting to 5% or
more of the options granted during the year
iii. Identified employees who are granted NIL
options, during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the at the time of grant

c) NUMBER OF CASES FILED AGAINST SEXUAL HARASSMENT OF

WOMEN AT WORK PLACE AND THE NUMBER OF DISPOSALS

Your Company has zero tolerance for sexual harassment at workplace and
is committed to creating and maintaining an atmosphere in which
employees can work together without fear of sexual harassment,
exploitation or intimidation. As required under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, your company has formed a committee for the same
and has complied with the provisions relating to Constitution of Internal
Complaint Committee (“ICC”).

ICC comprises Ms. Rupinder Sihra (Presiding Officer), Ms. Uma Mehta
Jain (Independent Member), Mr. Anil Trikha (Member), Mr. Rahul Goel,
(Member). No complaints were received and no case against any
employee of your Company was filed on account of sexual harassment
during the year under review.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

In terms of provisions of Section 134, Section 178, Schedule IV (Code for

Independent Directors) of the Act, the annual performance evaluation of
the Board performance and that of its Committees and individual Directors
has also been carried out by the Company.

4. CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance is founded upon a

rich legacy of fair, ethical and transparent governance practices, many of
which were in place even before they were mandated by adopting the
highest standards of professionalism, honesty, integrity and ethical
behaviour. Through the Governance mechanism in the Company, the
Board along with its Committees undertakes its fiduciary responsibilities to
all its stakeholders by ensuring transparency, fair play and independence
in its decision making.

The current composition of Nomination and Remuneration Committee

(“NRC”) comprises of Mr. Partha Halder (Whole Time Director) and Mr.
Rajesh Mittal (Independent Director). However as per section 178 of the
Act, NRC shall consist of at least 3 Non-Executive Directors, out of which
1/2 shall be Independent Directors (which means 2 in case members are
3). In this respect, the Board is required to appoint one Non-Executive
Director and one Independent Director in order to constitute NRC properly
as per Section 178.

Further, the current composition of Audit Committee (“AC”) comprises of

Mr. Partha Halder (Whole Time Director) and Mr. Rajesh Mittal
(Independent Director), however as per Section 177 of the Act, AC shall
consist of at least 3 Directors out of which majority shall be Independent
Director (which means 2). In this respect, the Board is required to appoint
one Independent Director in order to constitute AC properly as per Section
177.

The Company is trying its best to rectify the constitution of NRC and AC in
accordance with the statute which in turn will improve the Corporate
Governance standard of the Company further.

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Mr Sachin Rastogi, Chief Financial Officer of the Company, has

resigned with effect from 7th June 2017.

II. Mr. Narender Kumar Mansukhani, Independent Director of the

Company had resigned with effect from 31st December 2017 from the
Board and its Committees thereof

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 III. As on 31st March 2018, the Company had 5 (five) directors on the Board
namely Mr. Dinesh Kumar Goel, Mrs. Monila Goel, Mr. Kanti Kumar
Goyal, Mr. Partha Halder and Mr. Rajesh Mittal.

IV. In accordance with the provisions of the Act, Mr. Partha Halder would
retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. Your Board of Directors
recommend his re-appointment at the ensuing Annual General Meeting.

V. The Board had approved and recommend the re-appointment of

Mr. Dinesh Kumar Goel, as the Managing Director of the Company with
effect from 8th March 2018 for a period of 5 years subject to
shareholders approval in ensuing Annual General Meeting.

VI. The Board had approved and recommend the re-appointment of Mr.
Kanti Kumar Goyal as the Wholetime Director of the Company with
effect from 8th March 2018 for a period of 5 years subject to
shareholders approval in ensuing Annual General Meeting.

VII. The Board had approved and recommend the re-appointment of Mrs.
Monila Goel, as Wholetime Director of the Company with effect from
8th March 2018 for a period of 5 years subject to shareholders approval
in ensuing Annual General Meeting

VIII. Ms. Anuradha Aggarwal was appointed as Company Secretary of the

Company with effect from 8th March 2018.

IX. Mr. Rajeev Babbar was appointed as Chief Financial Officer of the
Company with effect from 8th March 2018.

b. BOARD MEETINGS

S. Date of Mr. Mr. Mrs. Mr. Mr. Mr.

No Board Dinesh Kanti Monila Partha Rajesh Narender
Meeting Kumar Kumar Goel Halder Mittal Kumar
Goel Goyal Mansukhani
1 6 Jun 2017 Present Leave Present Present Present Leave
granted granted
2 26 Jun 2017 Present Leave Present Present Leave Present
granted granted
3 27 Jun 2017 Present Leave Present Present Leave Present
granted granted
4 21 Sept 2017 Present Present Present Present Present Present
5 30 Oct 2017 Leave Leave Present Leave Present Present
granted granted granted
6 16 Nov 2017 Present Present Present Present Present Leave
granted
7 8 Mar 2018 Present Present Present Present Present NA
8 31 Mar 2018 Present Present Present Present Present

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 During the year, the Board of Directors met 8 (Eight) times on the following
dates to transact various businesses pertaining to the operations of the
Company and complied with the requirements of holding minimum number
of meetings of the Board.

c. COMMITTEES OF THE BOARD

In compliance with the statutory requirements, the Board has constituted

various committees with specific terms of reference and scope. The
objective is to focus effectively on the issues and ensure expedient
resolution of the diverse matters. The committees operate as the Board’s
empowered agents according to their charter / terms of reference.
The Company has the following Committees of the Board:
I. AUDIT COMMITTEE

As on 31st March 2018, the *Audit Committee comprised of two Directors,

Mr. Rajesh Mittal and Mr. Partha Halder. They both have sound financial
knowledge, as well as many years of experience in general management.
All members of the Audit Committee, including the Chairman, have
accounting and financial management expertise.
During the year, all the recommendations made by the Audit Committee
were accepted by the Board of Directors.
During the year, the Audit Committee Meeting held 16 times as mentioned
below:

Sl. Date of Audit Mr. Mr. Rajesh Mr. Narender

No Committee Partha Mittal Kumar
Meeting Halder Mansukhani
1 4 April 2017 NA Present Present
2 20 April 2017 NA Present Present
3 8 May 2017 NA Present Present
4 16 May 2017 NA Present Present
5 6 Jun 2017 Present Present Leave granted
6 26 Jun 2017 Present Leave granted Present
7 27 Jun 2017 Present Leave granted Present
8 10 Jul 2017 Present Present Present
9 1 Aug 2017 Present Present Present
10 21 Sept 2017 Present Present Present
11 30 Oct 2017 Leave Present Present
granted
12 13 Nov 2017 Present Present Leave granted
13 29 Nov 2017 Present Leave granted Present
14 28 Dec 2017 Leave Present Present
granted
15 2 Feb 2018 Present Present NA
16 9 Feb 2018 Present Present

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 *During the year 2017-18, Audit Committee has been reconstituted by
adding Mr. Partha Halder as Member of Audit Committee with effect from
6th June 2017. Further, Mr. Narender Kumar Mansukhani has resigned as
its Member with effect from 31st December 2017. In this respect, the Board
is required to appoint one Independent Director in order to constitute Audit
Committee as per Section 177.

II. NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2018, the **Nomination and Remuneration Committee

(NRC) comprises of two Directors i.e. Mr. Rajesh Mittal and Mr. Partha
Halder.
The primarily responsibilities of the NRC Committee, inter-alia, are:
a) the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the
company successfully;

b) relationship of remuneration to performance is clear and meets

appropriate performance benchmarks; and

c) remuneration to directors, key managerial personnel and senior

management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the
working of the company and its goals.

During the year Nomination and Remuneration Committee met 3 (three)

times as below:

Sl. Date of NRC Mr. Partha Mr. Mr.

No Meeting Halder Rajesh Narender
Mittal Kumar
Mansukhani
1 6 Jun 2017 Present Present Leave
granted
2 24 Dec 2017 Present Present Present
3 23 Jan 2018 Present Present NA

During the year, all the recommendations made by the Nomination and
Remuneration committee were accepted by the Board of Directors.

**During the year 2017-18, Mr. Narender Kumar Mansukhani has

resigned with effect from 31st December 2017. In this respect, Board is
required to appoint one Non-Executive Director and one Independent
Director in order to constitute Nomination and Remuneration Committee
properly as per Section 178.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March 2018, the Corporate Social Responsibility Committee

(“CSR Committee”) comprises of three Directors i.e. Mr. Rajesh Mittal as
Chairman and two Members namely Mr. Dinesh Kumar Goel and Mr.
Partha Halder.

The primary responsibilities of the CSR Committee, inter-alia, are:

a) Formulate and recommend to the Board a CSR Policy which shall

indicate activities to be undertaken by the Company;
b) Recommend and approve the amount of expenditure to be incurred on
the activities undertaken.
c) Monitor the CSR Policy of the Company from time to time.
d) Review the performance of the Company in the area of CSR.
e) Evaluate social impact of the Company’s CSR Activities.
f) Review the Company’s disclosure of CSR matters including any annual
social responsibility report.
g) Review CSR Report with the management, before submission to the
Board for approval;
h) Institute a transparent monitoring mechanism for implementation of the
CSR Project or programs or activities;
i) Approve the appointment or re-appointment of directors responsible for
Business Responsibility.
j) Consider other functions, as defined by the Board, or as may be
stipulated under any law, rule or regulation including the Act.
During the year, all the recommendations made by the CSR committee
were accepted by the Board of Directors.
During the year, CSR Committee met twice as below:

Sl. Date of CSR Mr. Mr. Mr. Mr. Narender

No. Meeting Dinesh Partha Rajesh Kumar
Kumar Halder Mittal Mansukhani
Goel
1 10 July 2017 Present Present Present Present
2 29 Jan 2018 Present Present Present NA

Annual Report on CSR Activities is enclosed as Annexure “5” to the

Report.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 In accordance with Secretarial Standard 1 the following are the Number of
meetings attended by the Directors are as follows:

S. No. Name of Director Particulars of Meeting

Board Audit Nomination & CSR

Meeting Committee Remuneration Committ
Meeting Committee ee
Meeting Meeting
1 Mr. Dinesh Kumar 7 NA NA 2
Goel

2 Mrs. Monila Goel 8 NA NA NA

3 Mr. Kanti Kumar 4 NA NA NA

Goyal

4 Mr. Partha Halder* 7 10 3 2

5 Mr. Rajesh Mittal 6 13 3 2

6 **Mr. Narender 4 12 1 1
Kumar Mansukhani

* Became member of Audit Committee with effect from 6th June 2017
**Resigned from the Board and its Committees with effect from 31st December 2017

d. VIGIL MECHANISM

The Vigil Mechanism Policy has been implemented as a mechanism for

the directors and employees of the Company to report their genuine
concerns about unethical behaviour, actual or suspected fraud or violation
of the Company’s code of conduct or ethics policy or any other grievances.
The Policy on Vigil Mechanism is a step towards better corporate
Governance and is available on Company’s website on following link:
http://www.fiitjee.co/FIITJEE-Policies
The Vigil Mechanism provides for:
I. adequate safeguards against victimization of employees and Directors
to avail the mechanism; and
II. direct access to the Chairman of the Audit Committee in exceptional
circumstances.

e. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on Director’s

appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other
matters, as required under Section 178(3) of the Act, is available at the

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 website of the Company at the following link: http://www.fiitjee.co/FIITJEE-
Policies
There has been no change in the policy during the year under review. We
affirm that the remuneration paid to the directors is as per the terms laid
out in the Remuneration Policy of the Company.

f. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from Mr. Rajesh Mittal,

Independent Director of the Company, confirming that he met with the
criteria of independence, as prescribed under Section 149(6) of the Act.

g. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS

The National Company Law Tribunal vide its certified order dated 8 th
November 2017 has approved the demerger of Tech Business of the
Company to Edfora Edtech Private Limited and thereby the capital
restructuring of Edfora Edtech Private Limited. Apart from this, there are
no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in
future.

h. RISK MANAGEMENT

In compliance with the provisions of the Act, your Company has adopted
the Risk Management framework. The objective of Risk Management at the
Company is to create an enterprise-wide risk management framework so
that effective management of risks is an integral part of every employee’s
job. Further, risk management system helps to improve the decision
making, planning and prioritization by comprehensive and structured
understanding of business activities, volatility and opportunities/ threats. It
seeks to identify risks inherent in the business operations of the Company
and provides guidelines to define, measure, report, control and mitigate the
identified risks. FIITJEE’s risk management strategy has been integrated
with the overall business strategies of the organization and its mission
statement to ensure that its risk management capabilities aid in establishing
competitive advantage and allow management to develop reasonable
assurance regarding the achievement of the Company’s objectives.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 i. DIRECTORS’ RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of
their knowledge and belief, confirm that:

i. in the preparation of the annual accounts, the applicable accounting

standards have been followed, along with proper explanation relating to
material departures;

ii. the Board of 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 at the end of the Financial Year, and of the
Profit and loss of the Company for the year for that period;

iii. the Board of Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv. the Board of Directors have prepared the annual accounts on a going
concern basis;

v. the Board of Directors have devised proper systems to ensure

compliance with provisions of all applicable laws and that such systems
were adequate and operating effectively.

5. AUDITORS

A. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed
thereunder, M/s Walker Chandiok & Co LLP, Chartered Accountants,
having address at L–41, Connaught Circus, New Delhi–110001, India
(Firm Registration Number: 001076N/N500013, were appointed as the
Statutory Auditors of the Company for a period of Five years, i.e. from the
conclusion of Annual General Meeting held on 15th September 2017 till the
Annual General Meeting of the Company to be held in 2022, at such
remuneration as may be fixed by the Board of Directors on the
recommendation of Audit Committee.
The requirement to place the matter relating to appointment of Auditors for
ratification by members at every Annual General Meeting is done away
with vide notification dated 7th May 2018 issued by the Ministry of

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 Corporate Affairs. Accordingly, no resolution is proposed for ratification of
appointment of Auditors.

B. INDEPENDENT AUDITORS’ REPORT

The Auditors shall make a report to the Members of the Company on the
accounts examined by them and on every Financial Statement which are
required by or under this Act to be laid before the Company in General
Meeting and the Report shall after taking into account the provisions of the
Companies Act, 2013, the Accounting and Auditing Standards and matters
which are required to be included in the audit report under the provisions
of this Act, and to the best of their knowledge and information, the said
accounts, financial statements give a true and fair view of the state of the
Company’s affairs as at the end of the financial year.

The Board has duly examined the Statutory Auditors’ Report to the
accounts, which is self-explanatory. Clarifications, wherever necessary,
have been included in the Notes to Accounts section of the Annual Report.
There is no adverse remark/qualification in the Auditors report.

C. SECRETARIAL AUDITOR
The Board of Directors in compliance with the provisions of section 204 of
the Act and the Rules framed thereunder, appointed Mr. Sandeep Kansal,
Company Secretary, New Delhi, to conduct its Secretarial Audit for the
Financial Year ended 31st March 2018. The Secretarial Auditors have
submitted their report, confirming compliance by the Company of all the
provisions of applicable corporate laws. The Secretarial Auditor and given
following two remarks.
1. The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors and Non-Executive Directors. After the
resignation of one Independent Director the Company has not fill the
vacancy as the Company is required to appoint two Independent
Directors but the Company has one Independent Director during the
period under review. There are changes in the composition of the Board
of Directors during the period under review and complied all the
provisions of the Act.

Management Response: The Company is in the process of identifying

the Independent Director for the said requirement.

2. “after the resignation of a whole time Company Secretary in the month

of December 2016 the Company has not appointed whole time
Company Secretary till February 2018. They appointed a whole time
Company Secretary in the month March 2018. We have been informed

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 by the management of the Company that during the period of vacancy
they are searching for a suitable candidate for the said appointment. “

Management Response: During the period of vacancy, Management

was looking for a suitable candidate for the said appointment. The
Company has appointed a whole time Company Secretary on 8 th March
2018.

The Secretarial Audit Report is annexed as Annexure”6” to this report.

D. COST AUDITORS
The Board, on the recommendation of the Audit Committee approved the
appointment of M/s. Yogesh Gupta & Associates, Cost Accountants
(Firm Registration No. 000373), as Cost Auditor for the financial year
ending 31st March 2019. In accordance with the provisions of Section 148
of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
Company has made and maintained the prescribed accounts and
records also since the remuneration payable to the Cost Auditors is
required to be ratified by the shareholders, the Board recommends the
same for approval by shareholders at the ensuing Annual General
Meeting.
The Cost Auditors have submitted their report for the financial year ended
31st March 2018.The Cost Audit Report does not contain any adverse
remark or qualification or remarks.
No fraud by the Company or on the Company by its officers or employees
has been noticed or reported by any of the above auditors.

6. INTERNAL FINANCIAL CONTROL

The Company has in place adequate tools, procedures and policies,

ensuring orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable
financial information.

M/s Ernst & Young LLP was appointed as Internal Auditors of the
Company for the period commencing from 01st January 2017 to 31st
March 2018. Internal Auditors are focusing on risk assessment process
and reviewing emerging risks around fraud, compliance, ethics, internal
controls etc in the Company.

7. CORPORATE SOCIAL RESPONSIBILITY

In accordance with provisions of Section 135 and Schedule VII of the Act
and the provisions of Companies (Corporate Social Responsibility Policy)
CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 Rules, 2014, the Board of Directors in their meeting held on 26th
December 2016 have formulated CSR Committee.

Your Company has taken steps in the right direction and formulated the
CSR Committee and CSR Policy in the month of December 2016. Your
Company has been actively engaging with the NGOs/ Societies and
other eligible entities to execute the events or projects and programs as
identified by the CSR Committee. During the year under review, your
Company has contributed INR 9,000,000/- in “Shree Bhimeshwar
Sadguru Nityanand Sanstha, Ganeshpuri” for setting up homes and
hostels for orphans in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
Following are other CSR initiatives undertaken by the company are as
follows:
In order to help the economically underprivileged to a larger level, in the
year 2008, FIITJEE constituted FORTUNATE 40, which details CSR
programme / initiatives of the Company. It is a program to provide World-
Class training to serious students from financially weaker backgrounds
to achieve their goal of success and top Ranks in IIT-JEE and other
competitive exams. The program financially supports capable students
studying in Class VIII (going to IX) and Class X (going to XI) whose total
parental income is less than INR 10,000/- per month. FIITJEE supports
these meritorious students in their preparation for achieving their dream
goal by awarding 100% scholarships for FIITJEE programs and 100%
waivers on hostel charges. During the year 2017-18, 315 such students
were registered under the programme across all centers.

Further, in accordance with Companies (Corporate Social Responsibility

Policy) Rules, 2014, the detail of CSR activities is provided in
“Annexure 5” to the report.

8. ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation for the Co-
operation and support received from the Government and Semi-
Government agencies. Your Directors are also thankful to all the bankers
and financial institutions for their support to the Company.

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 The Board places on record its appreciation for continued support provided
by the esteemed Bankers, customers, suppliers, consultants and
shareholders. The directors also acknowledge the hard work, dedication
and commitment of the employees of the Company and its subsidiaries.
For and behalf of Board of Directors

Dinesh Kumar Goel Partha Halder

Managing Director Whole-time Director
DIN: 01449629 DIN: 02728905
Add: 29A, Kalu Sarai, Add: 29A, Kalu Sarai,
Place: New Delhi Sarvapriya Vihar, Sarvapriya Vihar,
Date: 29.08.2018 New Delhi – 110016 New Delhi – 110016

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 ANNEXURE “1”

DETAILS OF RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014)
I. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT
AT ARM'S LENGTH BASIS:
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts or arrangements/transactions
(c) Duration of the contracts or arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any
(e) Justification for entering into such contracts or arrangements or Nil
transactions
(f) Date(s) of approval by the Board:
g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting
as required under first proviso to section 188

II. DETAILS
OF MATERIAL CONTRACTS OR ARRANGEMENT OR
TRANSACTIONS AT ARM'S LENGTH BASIS.
Name(s) of the Nature of Duration of Salient terms Date(s) of Amo
related party contracts/ Contracts/ of the approval unt
and nature of arrangement/ arrangements contracts or by the paid
relationship transaction / transactions arrangements Board, if as
or transactions any: adva
including the nces,
value, if any: if
(in INR) any:
USA Univquest Leasing of 01st April Rental Income 06.06.2017 Nil
Private Limited property of 2017 to 31st
10,351,959
(Wholly owned any kind March 2018
Subsidiary)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
USA Univquest Leasing of 01st April Rent Expense 06.06.2017 Nil
Private Limited property of 2017 to 31st
1,106,006
(Wholly owned any kind March 2018
Subsidiary)

Edfora Leasing of 01st April Rental Income 06.06.2017 Nil

Infotech property of 2017 to 31st
1,741,306
Private Limited any kind March 2018
(Mr Partha
Halder is also
a Director of
this company)
Edfora Infotech Rendering 01st April Business 06.06.2017 Nil
Private Limited services 2017 to 31st support
(Mr Partha Halder March 2018 Income
is also a Director
20,253,923
of this company)

Edfora Infotech Purchase of 01st April Tablets and 06.06.2017 Nil

Private Limited Fixed 2017 to 31st Cases
(Mr Partha Halder Assets March 2018 Purchase
is also a Director
1,077,603
of this company)
Times A&M Leasing of 01st April Rental Income 06.06.2017 Nil
(India) Limited property of 2017 to 31st
365,400
(Wholly owned any kind March 2018
Subsidiary)
Times A&M Rendering 01st April Business 06.06.2017 Nil
(India) Limited services 2017 to 31st Support income
(Wholly owned March 2018
500,795
Subsidiary)
Times A&M Availing of 01st April Advertisement 06.06.2017 Nil
(India) Limited services 2017 to 31st Expense
(Wholly owned March 2018
355,607,404
Subsidiary)
Megacosm Leasing of 01st April Rental Income 06.06.2017 Nil
Cognitions property of 2017 to 31st
11,410,326
Private Limited any kind March 2018
(Wholly owned
Subsidiary)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
Megacosm Rendering 01st April Business 06.06.2017 Nil
Cognitions services 2017 to 31st Support
Private Limited March 2018 income
(Wholly owned
39,220
Subsidiary)
Megacosm Purchase of 01st April Purchase of 06.06.2017 Nil
Cognitions Books 2017 to 31st Study
Private Limited March 2018 Material
(Wholly owned
14,594,981
Subsidiary)
FIITJEE India Rendering 01st April Management 06.06.2017 Nil
WLL (Wholly services 2017 to 31st Fee
owned March 2018
30,840,795
Subsidiary)
Edfora Edtech Rendering 01st April Management 06.06.2017 Nil
Private Limited services 2017 to 31st Fee
(Directors of the March 2018
34,687,002
company are
directors in
FIITJEE also)

For and behalf of Board of Directors

Dinesh Kumar Goel Partha Halder

Managing Director Whole-time Director
DIN: 01449629 DIN: 02728905
Place: New Delhi Add: 29A, Kalu Sarai Add: 29A, Kalu Sarai,
Date:29.08.2018 Sarvapriya Vihar, Sarvapriya Vihar,
New Delhi – 110016 New Delhi – 110016

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 ANNEXURE “2”

INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE
EARNING AND OUTGO FORMING PART OF DIRECTORS’ REPORT IN TERMS
OF SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH THE
COMPANIES (ACCOUNTS) RULES 2014.

(A) CONSERVATION OF ENERGY

a) Steps taken or impact on conservation of energy:
Your Company takes appropriate measures to reduce energy
consumption by using energy efficient equipment, computers and
processes. As an ongoing process your Company continuously
evaluates new technologies and techniques to make infrastructure
more energy efficient. Continuous study is being made on measures
to conserve energy. The results wherever found suitable are
implemented from time to time.
b) Steps taken by the Company for utilising alternate sources of
energy:
We are not utilising alternate sources of energy
c) Capital Investment on energy conservation equipment’s:
Company has not made any capital investment in energy
conservation equipment’s
(B) TECHNOLOGY ABSORPTION
a) Efforts made towards technology absorption:
Your Company continues to use the latest technology for innovation
and improving the quality of its services.
b) the benefits derived like product improvement, cost reduction,
product development or import substitution:
Company is getting benefits by using the latest technology for
innovation and improving the quality of its services.
c) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year):
(i) the details of technology imported
(ii) the year of import
(iii) whether technology been fully absorbed

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 (iv) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof
During current year your Company has not imported any technology
d) the expenditure incurred on Research and Development
The Company does not carry out any research and development
activities and hence, does not incur any expenditure on R & D.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Activities Relating to Exports, initiatives taken to increase
Exports, and Export Plans:
The Company is currently focusing on the opportunities in Indian
market with limited presence in Middle East.

(b) Foreign Exchange Earnings and Outgo:

Total foreign exchange used and earned for the year:
(i) Total Foreign Exchange Earnings: INR 116,328,867/-
(ii) Total Foreign Exchange Outgo: INR 16,211,317/-

For and behalf of Board of Directors

Dinesh Kumar Goel Partha Halder

Managing Director Whole-time Director
DIN: 01449629 DIN: 02728905
Add: 29A, Kalu Sarai, Add: 29A, Kalu Sarai,
Place: New Delhi Sarvapriya Vihar, Sarvapriya Vihar,
Date: 29.08.2018 New Delhi – 110016 New Delhi – 110016

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-
mail:[email protected], web: www.fiitjee.com
 Annexure “3”
FORM MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH 2018

[Pursuant to section 92(3) of Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.No. PARTICULARS DETAILS

1. CIN U80211DL1997PLC090156

2. Registration Date 13 October 1997

3. Name of the Company FIITJEE LIMITED

4. Category / Sub-Category of the Company Public Company

Company Limited by Shares

5. Address of the Registered office and contact details 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi-110016

Ph: 011-46106000

6. Whether listed company No

7. Name, Address and Contact details of Registrar and NA

Transfer Agent, if any

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of the Company shall be stated

Sr. Name and Description of main products/ NIC Code of the Product/ % to total turnover of the company
No Services service

1. Academic tutoring services/ Education 85491 97.91%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S Name of the Address of the Company CIN/GLN Holding/ % of Applicabl

. Company Subsidiar Shares e
N y/Associa
Held Section
o te

1 Times A & M (India) 7/2, Ground Floor, Vasisht U74899DL1998PLC094768 Subsidiary 100 2(87)(ii)
. Limited House, Begumpur, Kalu
Sarai, New Delhi-110017

2 USA Univquest 29-A, ICES House, Kalu U80904DL2013PTC253746 Subsidiary 100 2(87)(ii)
. Private Limited Sarai, Sarvapriya Vihar
New Delhi -110016

3 Megacosm Cognitions 57, Kalu Sarai, Begumpur, U52609DL2016PTC301680 Subsidiary 100 2(87)(ii)
. Private Limited
Malviya Nagar, New Delhi
(Acquired on
– 110017
26.06.2017)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 4 FIITJEE Franchise 29-A, Kalu Sarai, U80903DL2002PLC115562 Subsidiary 100 2(87)(ii)
. Network Limited Sarvapriya Vihar, New
Delhi-110016

5 FIITJEE India W.L.L. Regd. Office: Flat - 21, NA Subsidiary 99.5 2(87)(ii)
. Bahrain Building- 1670, Road -
539, E. Riffa-905,
KINGDOM OF BAHRAIN

6 FIITJEE US INC ( 4534, Laird Circle, Santa NA Subsidiary 100 2(87)(ii)

. incorporated on Clara, CA- 95054, USA
21.09.2017)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS % TO TOTAL EQUITY:
(I) Category wise Share Holding
Category of No. of Shares held at the No. of Shares held at the end of the year % Change
Shareholders beginning of the year during the
year

Demat Physical Total Demat Physical Total % of

Total
Shares

A. PROMOTER

1) Indian

a) Individual /HUF - 36,710,663 36,710,663 - 36,710,663 36,710,663 86.32 No Change

b) Central Govt - - - - - - - -

c) State Govt - - - - - - - -

d) Bodies Corp - - - - - - - -

e) Banks/FI - - - - - - - -

f) Any Other - - - - - - - -

Sub-Total(A)(1) 36,710,663 36,710,663 36,710,663 36,710,663 86.32 No Change

2.Foreign

g) NRIs-Individuals - - - - - - - -

h) Other-Individuals - - - - - - - -

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 i) Bodies Corp. - - - - - - - -

j) Banks / FI - - - - - - - -

k) Any Other…. - - - - - - - -

Sub-Total (A)(2) - - - - - - - -

B.PUBLIC HOLDING

1.Institutions

a) Mutual Funds - - - - - - - -

b) Banks / FI - - - - - - - -

c) Central Govt - - - - - - - -

d) State Govt(s) - - - - - - - -

e) Venture Capital -
- - - - - - -
Funds

f) Insurance Companies - - - - - - - -

g) FIIs - - - - - - - -

h) Foreign Venture -
- - - - - - -
Capital Funds

i)Others (specify) - - - - - - - -

Sub-total (B)(1) - - - - - - - -

2. Non Institutions

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 a) Bodies Corp.
- - - - - -
(i) Indian -
- 5,819,264 5,819,264 - 5,819,264 5,819,264
(ii) Overseas 13.68 No Change

b) Individuals -

(i) Individual
shareholders holding
- -
nominal share -capital 200 200 0.0005 0.0005
upto Rs. 1 lakh

(ii) Individual - -
- - - -
shareholders holding
nominal share capital in
excess of Rs. 1 lakh

c) Others (Specify) - - - - - - - -

Sub-total (B)(2) 5,819,264 5,819,264 5,819,464 5,819,464 13.68 0.0005

C) SHARES HELD BY
CUSTODIAN FOR - - - - - - - -
GDRS & ADRS

Grand Total 42,529,927 42,529,927 4,25,30,127 4,25,30,127 100 0.0005

- -
(A+B+C)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
(ii) Shareholding of Promoters

S. Promoters Shareholding at the beginning of the Shareholding at the end of the Year
No Name Year

No. of % of total %of Shares No. of % of total %of %

Shares Shares Pledged / Shares of
Shares Shares change in
of the encumbere the
Pledged / shareholdi
company d to total company
encumber ng during
shares
red to total the year
shares

1. *Mr Dinesh 27,299,97

Kumar Goel 27,299,970 64.19 - 64.19 - -
0
2. Mr Kanti
4,274,600 10.05 4,274,600 10.05
Kumar - - -
Goyal
3. Mrs Lata 2,325,693 5.47 2,325,693 5.47
- - -
Goel
4. Mrs Monila 1,917,500 4.51 1,917,500 4.51
- - -
Goel
5. Mrs Mamta 889,600 2.09 889,600 2.09
Goel - - -

6. Mr Naveen 1,100 0.00 1,100 0.00

Goel - - -

7. Mrs Madhu 1,100 0.00 1,100 0.00

- - -
Gupta
8. Ms Neha 1,100 0.00 1,100 0.00
Gupta - - -

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
*One Equity share each is held by Mr. Anil Gupta and Mr. Partha Halder on behalf of Mr. Dinesh Kumar Goel in the Company.
(iii) Change in Promoter’s Shareholding

S.No. Shareholding at the beginning of the Year Cumulative Shareholding during the Year

No. of Shares % of total Shares of the No. of Shares % of total shares of the
Company Company

- - - - -

- - - - -

- - - - -
- - - - -

There is no Change in Promoter’s Shareholding during the Financial Year 2017-18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. Shareholding at the beginning Cumulative Shareholding

No of the year during the year
.

For Each of the Top 10 Shareholders No. of % of total No. of % of total

shares shares of the shares shares of the
company company
1. Matrix Partners India Investment Holdings, LLC

At the beginning of the year 3,866,357 9.09% 3,866,357 9.09%

Date wise Increase / Decrease in Shareholding - - - -

during the year specifying the reasons for increase /

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 decrease (e.g. allotment / transfer / bonus / sweat
equity etc):

At the End of the year (or on the date of

3,866,357 9.09% 3,866,357 9.09%
separation, if separated during the year)

2. Q Learn

At the beginning of the year 1,952,907 4.59% 1,952,907 4.59%

Date wise Increase / Decrease in Shareholding

during the year specifying the reasons for increase /
- - - -
decrease (e.g. allotment / transfer / bonus / sweat
equity etc):
At the End of the year (or on the date of 1,952,907 4.59% 1,952,907 4.59%
separation, if separated during the year)

3. Mr. Nitin Jain

At the beginning of the year 0 0.00% 0 0.00%

Date wise Increase / Decrease in Shareholding 200 equity

during the year specifying the reasons for increase / shares
decrease (e.g. allotment / transfer / bonus / sweat were
equity etc): allotted on 0.0005% 200 0.0005%
31 March
2018
under

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 ESOP
scheme

At the End of the year (or on the date of 200 0.0005% 200 0.0005%
separation, if separated during the year)

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
For Each of the Directors and KMP No. of % of total No. of % of total
shares shares of the shares shares of the
company company
1 *Mr. Dinesh Kumar Goel
At the beginning of the year 27,299,970 64.19% 27,299,970 64.19%

Date wise Increase / Decrease in Shareholding NIL NIL NIL NIL

during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus/ sweat
equity etc.):
At the End of the year 27,299,970 64.19% 27,299,970 64.19%

2 Mr. Kanti Kumar Goyal

At the beginning of the year 4,274,600 10.05% 4,274,600 10.05%

Date wise Increase / Decrease in Shareholding NIL NIL NIL NIL

during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus/ sweat
equity etc):
At the End of the year 4,274,600 10.05% 4,274,600 10.05%

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 3. Mrs. Monila Goel

At the beginning of the year 1,917,500 4.51% 1,917,500 4.51%

Date wise Increase / Decrease in Shareholding NIL NIL NIL NIL
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer / bonus/ sweat
equity etc):
At the End of the year 19,17,500 4.51% 19,17,500 4.51%

*Note: One Share is held by Mr. Partha Halder, Whole Time Director of the Company as a Nominee of Dinesh Kumar Goel.

V. INDEBTEDNESS:
(i) Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in INR)

Particulars Secured Loans Unsecured Deposits Total

Excluding Loans Indebtedness
deposits

Indebtedness at the beginning of the financial

year
i) Principal Amount
341,881,516 580,753,800 Nil 922,635,316
ii) Interest due but not paid
1,400,244 Nil Nil 1,400,244
iii) Interest accrued but not due
Nil Nil Nil Nil

Total (i+ii+iii) 343,281,760 580,753,800 Nil 924,035,560

Change in Indebtedness during the financial

year
303,800,497 Nil Nil 303,800,497
- Addition
(59,325,370) Nil Nil (59,325,370)

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 - Reduction

Net Change [Increase/(Decrease)] 244,475,126 Nil Nil 244,475,126

Indebtedness at the
end of the financial year
i) Principal Amount 586,356,643 580,753,800 Nil 1,167,110,443
ii) Interest due but not paid 1,169,373 Nil Nil 1,169,373
iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) 587,526,016 580,753,800 Nil 1,168,279,816

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(i) Remuneration to Managing Director, Whole-time Directors and/or Manager
(Amount in INR)
S. PARTICULARS OF REMUNERATION NAME OF MD/ WTD/ MANAGER TOTAL
N AMOUNT
O

Mr. Dinesh Mr. Kanti Mr Mrs.

Kumar Goel Kumar Partha Monila
Goyal Halder Goel
(MD)
(WTD) (WTD) (WTD)

1. Gross salary
(a) Salary as per provisions contained in section 17(1) of 110,888,887 5,578,240 13,269,310 38,133,333 167,869,770
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
- - - - -
c) Profits in lieu of salary under section 17(3) Income- tax
Act, 1961

2. Stock Option - - - -

3. Sweat Equity - - -

4. Commission

- as % of profit - - - -

- Others, specify

5. Others, please specify - - - - -

6. Total (A) 110,888,887 5,578,240 13,269,310 38,133,333 167,869,770

7. Ceilings As per Act 110,888,887 5,590,000 30,000,000 38,133,333 -

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
Remuneration to other directors
(Amount in INR)
S.No. PARTICULARS OF REMUNERATION NAME OF DIRECTORS TOTAL
AMOUNT

Mr. Rajesh Mittal Mr. Narender

Kumar Mansukhani

1. Independent Directors
-Fee for attending board committee meetings 2,400,000 1,800,000 4,200,000

· Commission Nil Nil Nil

· Others, please specify- Foreign Travelling fees 277,384 Nil 277,384

- Others

Total (1) 2,677,384 1,800,000 4,477,384

Other Non-Executive Directors

-Fee for attending board committee meetings
Nil Nil Nil
· Commission

· Others, please specify

Total (2) Nil Nil Nil

Total (B) = 1+2 2,677,384 1,800,000 4,477,384

Total Managerial Remuneration 2,677,384 1,800,000 4,477,384

INR 1 Lakh per INR 1 Lakh per

Overall Ceiling as per the Act meeting meeting

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
(IV) Remuneration to Key Managerial Personnel other than MD / Manager /Whole time Director
(Amount in INR)
S.N PARTICULARS OF CS CFO Total Amount
O REMUNERATION

Ms. Anuradha Mr. Sachin Mr Rajeev Babbar

Aggarwal (i.e. Rastogi (till (w.e.f. 08.03.2018)
08.03.2018) 06.06.2017)

1. Gross salary

(a) Salary as per provisions 71,071 2,777,795 396,872 3,245,738

contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s 0 35,910 0 35,910
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary
0 0 0 0
under section 17(3) Income-
tax Act, 1961

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - - -

- as % of profit -
- Others, specify…

5. Others, please specify - - - -

6. Total (A) 71,071 2,813,705 396,872 3,281,648

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Penalty/ Authority Appeal made.

the Description Punishment/ Compounding [RD/ NCLT/ If any (give
Companies fees imposed Court] details)
Act
A. Company
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. Directors
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. Other Officers in Default
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

For and behalf of Board of Directors

Dinesh Kumar Goel Partha Halder

Managing Director Whole-time Director
DIN: 01449629 DIN: 02728905
Add: 29A, Kalu Sarai, Add: 29A, Kalu Sarai,
Place: New Delhi Sarvapriya Vihar, Sarvapriya Vihar,
Date: 29.08.2018 New Delhi – 110016 New Delhi – 110016

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 ANNEXURE “4”

INFORMATION AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
S. Name of Designati Remuner Nature Qualificati Date Age The %age Whether
No the on ation/Sal of on & of last of such
. Employee ary employ Experienc comm empl equit employee
received ment, e of the encem oyme y is the
(In INR) whether Employee ent of nt held relative of
contract emplo held by any
ual or yment by such Director or
otherwi the empl Manager
se comp oyee of the
any Company,
befor if yes,
e name of
joinin such
g the Director or
Com Manager
pany
1 Dinesh Managing 110,888,887 Permanent Qualification 01-Apr-98 54 NA 64.19 Relative of
Kumar Director -B.Tech, IIT Years % Mr. Kanti
Goel Experience- Kumar
Approx.23 Goyal and
Years Mrs. Monila
Goel

2 Monila Whole - 38,133,333 Permanent Qualification 21-Sep-13 46 NA 4.51% Relative of

Goel Time - B.Tech Years Mr. Dinesh
Director Experience- Kumar Goel
approx. 17
Years

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 3 Partha Whole - 13,269,310 Permanent Qualification 01-Jun-99 44 NA 1 NA
Halder Time - B.Tech Years Equity
Director Experience- share
approx. 18 on
years behalf
of Mr.
Dines
h
Kumar
Goel
4 Raj Kumar Vice 8,423,411 Permanent Qualification 20-Feb-09 54 Naray NIL NA
Thakur chancellor -B.Sc. Engg. Years ana
(Mechanical) IIT
Experience- Acade
Approx 19 my
Years
5 Mohit Vice 7,447,399 Permanent Qualification 10-Feb-14 37 Consu NIL NA
Sardana chancellor - B.E. years ltancy
(Computer
Science)
Experience-
Approx. 12
years
6 Manish National 6,861,607 Permanent Qualification 20-Jul-02 38 NA NIL NA
Anand Head- - MBA years
Academic Experience-
Operation Approx. 17
years
7 Ateet Mittal Fellow 6,480,550 Permanent Qualification 20-Jan-00 44 NA NIL NA
- B.E. years
(Chemical
Engineering)
Experience-
Approx. 17
years

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 8 Purnendra Executive 6,457,865 Permanent Qualification 01-Dec-16 46 Consu NIL NA
Kishore Mentor & - B.Tech. years ltancy
CEO - Tech (Mechanical) &
Venture Post Advis
Graduate ory
Programme
in Business
Managemen
t
Experience
– Approx..
20 years.
9 Ashish Dean 6,179,261 Permanent Qualification 11-Sep-01 41 NA NIL NA
Kumar - B.Tech. years
Yadav (Civil
Engineering)
Experience
– Approx. 17
years
10 Gaurav Dean 5,993,224 Permanent Qualification 15-Apr-06 42 NA NIL NA
Tiwari : B. Arch. Years
Experience:
Approx. 17
years.
For and behalf of Board of Directors

Dinesh Kumar Goel Partha Halder

Managing Director Whole-time Director
DIN: 01449629 DIN: 02728905
Add: 29A, Kalu Sarai, Add: 29A, Kalu Sarai,
Place: New Delhi Sarvapriya Vihar, Sarvapriya Vihar,
Date: 29.08.2018 New Delhi – 110016 New Delhi – 110016

CIN: U80211DL1997PLC090156 Regd.office: 29A, Kalu Sarai, Sarvapriya Vihar, New Delhi - 110 016, Ph: 011-4610 6000, Fax 011-2652 5331, E-mail:[email protected], web: www.fiitjee.com
 “ANNEXURE 5”
Annual report on CSR Activities
1. Brief outline of Company’s CSR Policy including overview of projects or programs
proposed to be undertaken:

(i) Brief outline of Company’s CSR Policy:

FIITJEE’s corporate social responsibility policy aims at being linked to sustainable

development, economic, social and environmental requirements of society as a
whole and of future generations.

The Company recognize that with a greater global presence comes even greater
responsibility to operate in an environmentally and socially responsible way. It
provides a shared vision and common focus for our corporate responsibility efforts
through four pillars:
• Education and skill development
• Environmental Management and Sustainability
• Rural development and welfare of society
• Healthcare and Wellness
(ii) CSR Programs Areas:

The Company will focus primarily (including but not limited to) on the following areas:
a) Promotion of education, including special education and employment
enhancing vocation skills especially among children, women, elderly and
the differently abled and livelihood enhancement projects;

b) Promotion of gender equality, empowering women, setting up homes and

hostels for women and orphans; setting up old age homes, day care centres
and such other facilities for senior citizens and measures for reducing
inequalities faced by socially and economically backward groups;

c) Eradicating hunger, poverty and malnutrition, promoting preventive health

care and sanitation and making available safe drinking water;

d) Ensuring environmental sustainability, ecological balance, protection of

flora and fauna, animal welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air and water;

e) Protection of national heritage, art and culture including restoration of

buildings and sites of historical importance and works of art, setting up
public libraries; promotion and development of traditional arts and
handicrafts;
 f) Measures for the benefit of armed forces veterans, war widows and their
dependents;

g) Training to promote rural sports, nationally recognized sports, Paralympic

sports and Olympic sports;

h) Contribution to the Prime Minister’s National Relief Fund or any other fund
set up by the Central Government for socio-economic development and
relief and welfare of the Schedules Castes, the Scheduled Tribes, other
backward classes, minorities and women;

i) Contributions or funds provided to technology incubators located within

academic institutions which are approved by the Central Government;

j) Rural development projects.

k) Slum area development.

l) Any other initiative/s which may not fall under the purview of the above
programme areas may also be taken up by the Company, subject to
recommendation of the CSR Committee and approval by the Board
members in accordance with Rules and Schedule VII of the act as amended
from time to time.

m) Alternatively, the CSR Committee may choose to focus on any one or more
of the above programme areas for its efforts dedicated towards CSR.

The CSR policy of the Company is available on Company’s website on following

link:http://www.fiitjee.co/pdf/Corporate%20Social%20Responsibility%20Policy.pdf
2. Present Composition of CSR Committee:

1. Mr Rajesh Mittal- Chairman

2. Mr Dinesh Kumar Goel- Member
3. Mr Partha Halder- Member
3. Average Net profit of the Company for last three years: INR 97,420,661/-

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

INR 19,48,413 /-

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the Financial Year: INR 9000000/-
b) Amount unspent, if any: Nil
c) Manner in which the amount spent during the financial year is detailed below:
S. CSR Sector in Project or Amount Amount Cumulative Amount
no. Project or which the programs Outlay spent on expenditure spent
activity project is (budget) the up to direct or
identified covered 1.Local Project Projects or reporting through
areas or or programs period impleme
other Program subheads: (in INR) nt
a. Specify the me wise 1.Direct agency*
state and (in INR ) Expenditure on
district where programs
projects or 2.
programme overheads:
was (in INR)
undertaken
1. Setting up Setting up Ganeshpuri, 9,000,000 9,000,000 9,000,0 Through
homes homes Maharashtra 00 implement
and and agency
hostels hostels
for for
women women
and and
orphans orphans

*Detail of implement agency: Shree Bhimeshwar Sadguru Nityanand Sanstha,

Ganeshpuri”

6. In case company has failed to spent the two percent of average net profit of last
three Financial Years or any part thereof, reasons for not spending the above
said amount on CSR:

NA

7. We here by affirm that the implementation and monitoring of CSR Policy, is in

Compliance with CSR objectives and policy of the Company.

Place: New Delhi Dinesh Kumar Goel Rajesh Mittal

Date : 29.08.2018 Managing Director Chairman of CSR
Committee
DIN: 01449629 DIN: 00231710
 ANNEXURE”6”
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON
31ST MARCH 2018

FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014

The Members
FIITJEE Limited
(CIN: U80211DL1997PLC090156)
29A KALU SARAI SARVAPRIYA VIHAR
NEW DELHI -110016

We have conducted the Secretarial Audit to know the compliances of applicable

statutory provisions and the adherence to good corporate practices by FIITJEE
LIMITED (hereinafter called “the Company”). The Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate
conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes, forms and
returns filed and other records maintained by the Company and also the information
provided by the company, its officers and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2018
complied with the statutory provisions listed hereunder and also that the Company
has proper Board - processes and compliance – mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:-

1. We have examined the books, papers, minute Books, forms and returns filed and
other records maintained by the Company for the financial year ended on 31 st
March 2018 according to the provisions of:

I. The Companies Act, 2013 (“the Act”) and the rules made thereunder;

II. Foreign Exchange Management Act, 1999 and the Rules and Regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;

III. The Company is not listed with any stock Exchange therefore the following
Regulations/provisions are not applicable to the Company
a) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder;

b) The Depositories Act, 1996 and the Regulations and Bye - laws framed thereunder;
c) The Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’)

2. I further report that the Company has, in my opinion, complied with the provisions
of the Companies Act, 2013 and the Rules made under that Act and the
Memorandum and Articles of Association of the Company, with regard to:

a) maintenance of various statutory registers and documents and making necessary

entries therein;
b) forms, returns, documents and resolutions required to be filed with the Registrar of
Companies and the Central Government;
c) service of documents by the Company on its Members, Auditors and the Registrar
of Companies;
d) notice of Board meetings;
e) the meetings of Directors
f) minutes of proceedings of General Meetings and of the Board and its Committee
meetings;
g) approvals of the Members, the Board of Directors, wherever required;
h) constitution of the Board of Directors, appointment, retirement and reappointment
of Directors including the Managing Director and Whole-time Directors;
i) payment of remuneration to Directors including the Managing Director and Whole-
time Directors,
j) appointment and remuneration of Auditors;
k) issue of share certificates
l) borrowings;
m) investment of the Company’s funds including investments and loans to others;
n) form of balance sheet as prescribed under Part I, form of statement of profit and
loss as prescribed under Part II and General Instructions for preparation of the
same as prescribed in Schedule VI to the Act;
o) Directors’ report;
p) contracts, registered office and publication of name of the Company; and
q) Generally, all other applicable provisions of the Act and the Rules made under the
Act.
3 I further report that:

_ The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors and Non-Executive Directors. After the resignation of one
Independent Director the Company has not fill the vacancy as the Company is
required to appoint two Independent Directors but the Company has one
Independent Director during the period under review. There are changes in the
composition of the Board of Directors during the period under review and complied
all the provisions of the Act.
_ Adequate notice is given to all directors to schedule the Board Meetings, agenda
were sent at least seven days in advance, and if the meeting is called at shorter
notice one Independent Director was present in that meeting and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
_ The Company has obtained all necessary approvals under the various provisions
of the Act; and
_ There was no prosecution initiated and no fines or penalties were imposed during
the year under review under the Companies Act, and Rules, Regulations and
Guidelines framed under these Acts against / on the Company, its Directors and
Officers.
_ The Directors have complied with the disclosure requirements in respect of their
eligibility of appointment, their being independent and compliance with the Code
of Business Conduct & Ethics for Directors and Management Personnel;

4. The provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules
made under that Act, with regard to maintenance of minimum public shareholding
are not applicable on the Company.

5. I further report that the provisions of the Depositories Act, 1996 and the Byelaws
framed thereunder by the Depositories with regard to dematerialization / re-
materialisation of securities and reconciliation of records of dematerialized
securities are not applicable on the Company as the Shares of the Company are
in physical form and not in Demat form.

6. I further report that:

a. the Equity shares of the Company are not listed with any Stock Exchange;

b. the provisions of the Securities and Exchange Board of India are not applicable on
the Company during the period under review;

7. I further report that based on the information received and records maintained
there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.

8. For the Financial Year 2017-18 Annual Return of Foreign Liabilities & Assets was
filed within requisite time with the RBI.
9. We further report that:
- after the resignation of a whole time Company Secretary in the month of December
2016 the Company has not appointed whole time Company Secretary till February
2018. They appointed a whole time Company Secretary in the month of March
2018. We have been informed by the management of the Company that during the
period of vacancy they were searching for a suitable candidate for the said
appointment.

For Sandeep Kansal & Associates

Company Secretaries

Sd/-
Sandeep Kansal
Proprietor
ACS NO. 14132,
C. P. NO. 3472

Dated: 22.08.2018
Place: New Delhi
 Independent Auditor’s Report

To the Members of FIITJEE Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of FIITJEE Limited (‘the
Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes 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 frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our
audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether these standalone financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial controls relevant to the Company’s preparation of the financial
statements that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made by the Company’s
Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its loss
and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a
statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books
of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors and taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from
being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the
Company as on 31 March 2018 in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that date and our report dated 29 August 2018
as per Annexure B expressed unmodified opinion; and
 g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 37 to the standalone financial statements, has disclosed the
impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company; and

iv. the disclosure requirements relating to holding as well as dealing in specified bank notes
were applicable for the period from 8 November 2016 to 30 December 2016 which are
not relevant to these standalone financial statements. Hence, reporting under this clause
is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Neeraj Goel
Partner
Membership No.: 099514

Place: Houston (USA)

Date: 29 August 2018
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the
financial statements of the Company and taking into consideration the information and explanations
given to us and the books of account and other records examined by us in the normal course of audit,
and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets comprising of property, plant and
equipment, capital work-in-progress and intangible assets.

(b) The fixed assets comprising of property, plant and equipment, capital work-in-progress
and intangible assets have been physically verified by the management during the year and
no material discrepancies were noticed on such verification. In our opinion, the frequency
of verification of the property, plant and equipment is reasonable having regard to the size
of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head ‘fixed
assets’) are held in the name of the Company.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of
the Order are not applicable.

(iii) The Company has granted unsecured loans to certain parties covered in the register
maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie,
prejudicial to the company’s interest.

(b) the schedule of repayment of principal has been stipulated wherein the principal
amounts are repayable on demand and since the repayment of such loans has not been
demanded, in our opinion, repayment of the principal amount is regular. Also, the
schedule of payment of interest has been stipulated and the receipts of the interest are
regular;

(c) there is no overdue amount in respect of loans granted to such parties.

(iv) In our opinion, the Company has not entered into any transaction covered under Sections
185 and 186 of the Act. Accordingly, the provisions of clause 3(iv) of the Order are not
applicable.

(v) In our opinion, the Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as
amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to
the Rules made by the Central Government for the maintenance of cost records under
sub-section (1) of Section 148 of the Act in respect of Company’s services and are of the
opinion that, prima facie, the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018

(vii)(a) Undisputed statutory dues including provident fund, employees state insurance, income-
tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise, value
added tax, cess and other material statutory dues, as applicable, have generally been
regularly deposited to the appropriate authorities, though there has been a slight delay in a
few cases. Further, no undisputed amounts payable in respect thereof were outstanding at
the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty
of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of Nature of Amount Amount Period to Forum where
the statute dues (Rs.) paid which the dispute is
under amount pending
Protest (Rs.) relates
Income tax Demand under 74,545,904 73,109,240 FY 2006-07 CIT (Appeals)
Act 1961 section 153A/ to 2012-13
143(3)
Income tax Demand under 174,407,074 17,500,000 FY 2013-14 CIT (Appeals)
Act 1961 section 143(3)

Income tax Demand under 1,428,230 Nil FY 2009-10 ITAT

Act 1961 section 147

Finance Service tax 2,100,137 Nil 2007-08 to CESTAT

Act, 2004 2011-12

Finance Service tax 1,666,391 Nil 2007-08 to CCE (Appeals)

Act, 2004 2012-13

Rajasthan Value Added 11,099,374 Nil 2008-09 to Commissioner

VAT Act, Tax 2012-13 (Appeal)
2003
Rajasthan Entry Tax 1,632,182 1,213,716 2010-11 to Appellate
Entry Tax- 2015-16 authority
Goods Act,
2003

(viii) The Company has not defaulted in repayment of loans or borrowings to any financial
institution or a bank or government during the year.

(ix) In our opinion, the Company has applied the term loans for the purposes for which these were
raised. The Company did not raise moneys by way of initial public offer or further public offer
(including debt instruments).

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or
reported during the period covered by our audit.

(xi) Managerial remuneration has been paid by the Company in accordance with the requisite
approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of
the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and
188 of Act, where applicable, except in respect of loan transaction with related party as disclosed
in note 5 to the financial statement which was not pre-approved by audit committee as per
requirement of section 177(4)(iv). As explained in note 47 to the financial statements, the
composition of the audit committee is not as per requirement of section 177; accordingly the said
transaction has been ratified by board of directors directly in its meeting held on 29 August 2018.
The requisite details have been disclosed in the financial statements etc., as required by the
applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of
shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors
or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Neeraj Goel
Partner
Membership No.: 099514

Place: Houston (USA)

Date: 29 August 2018
 Annexure B to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018

Annexure B

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the financial statements of FIITJEE Limited (“the Company”) as of and
for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting
(IFCoFR) of the company of as of that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial
controls based on the internal financial control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of the company’s business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on our audit. We conducted
our audit in accordance with the Standards on Auditing, issued by the ICAI and deemed to be prescribed
under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note
issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR
and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's IFCoFR includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
 Annexure B to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the standalone financial statements for the year ended 31 March 2018

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that
IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over
financial reporting and such internal financial controls over financial reporting were operating effectively
as at 31 March 2018 based on the internal control over financial reporting criteria established by the
company considering the essential components of internal control stated in the Guidance Note issued by
the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

per Neeraj Goel

Partner
Membership No.: 099514

Place: Houston (USA)

Date: 29 August 2018
FIITJEE LIMITED
Balance Sheet as at 31 March 2018
Note As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
Equity and liabilities
Shareholders' funds
Share capital 3 425,301,270 425,299,270
Reserves and surplus 4 397,978,779 909,279,780
823,280,049 1,334,579,050
Non-current liabilities
Long-term borrowings 5 969,779,912 813,647,274
Other long-term liabilities 6 83,923,416 84,956,169
Long-term provisions 7 441,789,487 182,715,389
1,495,492,815 1,081,318,832
Current liabilities
Short-term borrowings 8 155,099,472 72,792,782
Trade payables 9
payable to micro, small and medium enterprises - -
payable to other than micro, small and medium enterprises 552,922,652 466,788,240
Other current liabilities 10 2,229,743,262 2,637,762,298
Short-term provisions 11 212,515,812 170,026,863
3,150,281,198 3,347,370,183

5,469,054,062 5,763,268,065
Assets
Non-current assets
Property, plant and equipment 12A 1,460,522,266 1,167,431,454
Intangible assets 12B 1,467,423 21,323,352
Capital work-in-progress 12A 50,543,793 16,104,038
Non-current investments 13 814,649,504 682,676,504
Deferred tax assets 14 407,393,284 259,304,712
Long-term loans and advances 15 1,602,277,650 1,290,585,777
Other non-current asset 16 771,472 -
4,337,625,392 3,437,425,837
Current assets
Current investments 17 - 1,249,617,871
Inventories 18 - 5,960,983
Trade receivables 19 90,166,571 82,187,560
Cash and bank balances 20 257,330,358 270,747,687
Short-term loans and advances 21 759,272,405 699,066,083
Other current assets 22 24,659,336 18,262,044
1,131,428,670 2,325,842,228

5,469,054,062 5,763,268,065

The accompanying notes are an integral part of the financial statements

This is the balance sheet referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN - 02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Statement of Profit and Loss for the year ended 31 March 2018
Note Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
Income
Revenue from operations 23 5,674,193,575 5,284,985,175
Other income 24 307,722,003 147,571,018
5,981,915,578 5,432,556,193
Expenses
Cost of books and courseware 44,423,450 114,258,190
Change in inventories 25 (7,136,790) (836,482)
Employee benefit expenses 26 3,882,895,616 2,919,801,657
Finance cost 27 56,321,673 49,471,526
Depreciation and amortisation expense 12A-12B 255,114,135 219,336,871
Other expenses 28 2,398,883,491 1,954,902,996
6,630,501,575 5,256,934,758

(Loss)/ profit before tax (648,585,997) 175,621,435

Tax expense
Current tax (including earlier years) - 8,020,111
Minimum alternate tax credit entitlement - (8,020,111)
Deferred tax (credit)/charge (148,088,572) 7,851,397
(Loss)/ profit for the year (500,497,425) 167,770,038

(Loss)/ earnings per equity share

Basic and diluted (Rs.) 29 (11.77) 3.94

The accompanying notes are an integral part of the financial statements

This is the statement of profit and loss referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN - 02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Cash flow statement for the year ended 31 March 2018
Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
A. CASH FLOW FROM OPERATING ACTIVITIES:
(Loss)/ profit before tax (648,585,997) 175,621,435
Adjustment for :
Depreciation and amortisation expense 255,114,135 219,336,871
Finance costs 56,321,673 49,471,526
Liabilities/ provisions written back (30,592,044) (28,735,046)
Provision for doubtful advances/receivable 2,201,407 1,909,840
Interest income (66,832,320) (46,575,793)
Dividend income (23,127,701) (34,309,922)
Loss on sale of property, plant and equipment (net) 8,961,246 4,935,777
(Profit)/loss on sale of mutual fund (3,395,095) 1,971,506
Profit on slump sale (150,019,105) -
Diminution in the value of current investment - 1,445,790
Amount written off - 4,155,556
Operating (loss)/ profit before working capital changes (599,953,801) 349,227,540
Adjustment for :
(Increase)/decrease in inventories (7,136,790) 399,641
(Increase)/decrease in trade receivables (29,002,351) 238,939,700
Increase in short-term and long-term loans and advances (341,138,046) (36,710,168)
Increase in trade payable 177,494,228 86,992,709
(Decrease)/increase in other current and long-term liabilities (471,091,222) 380,308,602
Increase in short-term and long-term provisions 332,235,989 42,390,014
Cash (used in)/flow from operating activities (938,591,993) 1,061,548,038
Income taxes paid (45,210,335) (81,735,890)
Net cash (used in)/ generated from operating activities (983,802,328) 979,812,148

B. CASH FLOW FROM INVESTING ACTIVITIES:

Interest income received 60,435,028 54,449,439
Dividend received 23,127,701 34,309,922
Purchase of property, plant and equipment and intangibles (includes capital
(532,201,794) (480,614,354)
advance, capital work in progress and creditor for capital assets)
Proceeds from sale of property, plant and equipment 4,002,729 1,638,477
Investments in fixed deposits - (184,449,960)
Redemption of fixed deposits 76,376,618 197,011,184
Proceeds from slump sale* 6,600,000 -
Loans and advance to related parties (net) (12,435,599) (75,338,574)
Investments in subsidiaries (6,533,000) (363,572,249)
Investments in mutual funds (2,183,127,701) (3,986,309,922)
Proceeds from sale of mutual funds 3,436,140,667 3,772,864,287
Net cash generated from/ (used in) investing activities 872,384,649 (1,030,011,750)

* for total consideration refer note 43

(This space has been intentionally left blank)

FIITJEE LIMITED
Cash flow statement for the year ended 31 March 2018 (cont'd)
Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Interest paid (56,552,544) (50,063,222)
Proceeds from long-term borrowings 200,000,000 -
Repayment of long-term borrowings (37,831,563) (31,813,756)
Share capital issued 51,728 -
Proceeds in short-term borrowings (net) 82,306,690 62,082,782
Net cash generated from/( used in) financing activities 187,974,311 (19,794,196)
Net increase/(decrease) in cash and cash equivalents 76,556,632 (69,993,798)
Cash and cash equivalents at the beginning of the year 71,174,997 136,326,350
Cash and cash equivalents transferred in slump sale (refer note 43) (7,609,546) -
Cash and cash equivalents transferred in the scheme of amalgamation - 4,842,445
Cash and cash equivalents at year ended 31 March 2018 140,122,083 71,174,997

Notes:
Cash and bank balance (as per note 20 to the financial statements) 257,330,358 270,747,687
Less: Fixed deposits with maturity more than 3 months but less than 12 months 116,561,581 193,709,670
Less: Book overdraft (as per note 10 to the financial statements) 646,694 5,863,020
140,122,083 71,174,997

This is the Cash flow statement referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN - 02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

1. Company information

FIITJEE LIMITED (the ‘Company’), was incorporated on 13 October 1997. The Company is engaged in
the business of preparing students in their pursuit of higher education in the field of engineering, by
providing coaching classes, test preparation, conducting examinations and other ancillary services to ensure
that students are prepared for the competitive examinations they aspire for in the field of engineering etc.

2. Basis of preparation

The financial statements have been prepared on going concern basis under the historical cost basis, in
accordance with the generally accepted accounting principles in India and in compliance with the
applicable accounting standards as specified under section 133 of Companies Act, 2013 (the ‘Act’) read
with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). All assets and liabilities have been
classified as current or non-current as per the Company’s normal operating cycle and other criteria set out
in the Act.

2.1 Summary of significant accounting policies

a) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities on the date of the financial statements and
the results of operations during the reporting periods. Although these estimates are based upon
management’s knowledge of current events and actions, actual results could differ from those estimates
and revisions, if any, are recognised in the current and future periods.

b) Revenue recognition

Sale of services

Revenue from aptitude test fee is recognised at the time of registration of student for aptitude test held in
the period.

Revenue from non-refundable admission fee is recognised at the time of enrolment of student.

Revenue from other fees (including tuition fees, other examination fees, infrastructure fees etc) is
recognised over the period of course on the basis of expected number of hours of tuition delivered in
each period.

Sale of books

Revenue from sale of books is recognised when books are delivered to students and there is no
uncertainty of collection.

Rental income

Rental income is recognised in the statement of profit and loss on accrual basis in accordance with the
terms of respective lease agreements.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Interest and dividend income

Interest income from deposits is recognised on a time proportionate basis taking into account amount
outstanding and the rate applicable.

Dividend income is recognized when the right to receive is established by the reporting date.

c) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Leasehold improvements represent the direct costs incurred on refurbishments of the leased premises.

d) Intangibles

Intangible asset is recognised, where it is probable that the future economic benefits attributable to the
asset will flow to the company and where its cost can be reliably measured. Intangible assets are stated at
the consideration paid for acquisition less accumulated amortisation.

e) Capital work in progress

Capital work in progress includes the cost of fixed assets that are not ready for the intended use at the
balance sheet date.

f) Depreciation and amortisation

Depreciation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful life prescribed in Schedule II to the Companies Act, 2013, on a pro-rata basis from the
date the asset is ready to use subject to adjustments arising out of transitional provisions of Schedule II to
the Companies Act 2013.

Softwares are being amortised, using the straight-line method, over the estimated useful life of 3 years.

Leasehold improvements are amortised over lease term or estimated useful life whichever is shorter.

Goodwill is being amortised, using the straight-line method, over the estimated useful life of 3 years.

Brand asset is being amortised, using the straight-line method, over the estimated useful life of 3 years.

g) Inventories

Inventories of books are valued at lower of cost or net realisable value. Cost includes freight and other
related incidental expenses net of recoverable duties and taxes, cost is computed on ‘First in First out’
basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to
affect the sale.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

h) Foreign currency transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction. Exchange differences on foreign exchange transactions settled during the year are recognised
in the statement of profit and loss. Monetary items denominated in foreign currency and outstanding at
the balance sheet date are translated at the closing exchange rate as on the date of the balance sheet, the
resultant exchange differences are recognised in the statement of profit and loss.

i) Earnings/(loss) per equity share

Basic earnings/ (loss) per share are calculated by dividing the net profit or loss for the year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. For
the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number of shares outstanding during the year are adjusted
for the effects of all dilutive potential equity shares.

j) Taxation

Tax expense comprises current income tax and deferred tax.

Provision for tax comprises current and deferred tax. Current tax is provided for on the taxable profits of
the year at applicable tax rates. Deferred income taxes reflect the impact of current year timing differences
between taxable income and accounting income for the year and reversal of timing differences of earlier
years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at
the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets can
be realised. Deferred tax assets on unabsorbed depreciation and carry forward losses are recognized only
if there is virtual certainty that such deferred tax assets can be realised against future taxable profits.

Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current
tax. The company recognizes MAT credit available as an asset only to the extent there is convincing
evidence that the company will pay normal income tax during the specified period, i.e., the period for
which MAT Credit is allowed to be carried forward. In the year in which the Company recognizes MAT
Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of
Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the
statement of Profit and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT
Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company
does not have convincing evidence that it will pay normal tax during the sufficient period.

k) Leases

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, are classified as operating leases. Lease rentals in respect of assets taken on 'operating lease'
are charged to the statement of profit and loss on a straight-line basis over the lease term.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

l) Employee benefits

Expenses and liabilities in respect of employee benefits are recorded in accordance with Revised
Accounting Standard 15 - Employee Benefits (Revised).

(i) Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees Provident
Fund and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution
paid or payable is recognised as an expense in the period in which services are rendered by the employee.

(ii) Gratuity

Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.

(iii) Sincerity

Sincerity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of sincerity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.

(iv) Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year
from the balance sheet date is recognised on the basis of undiscounted value of estimated amount
required to be paid or estimated value of benefit expected to be availed by the employees. Liability in
respect of earned leaves becoming due or expected to be availed more than one year after the balance
sheet date is estimated on the basis of actuarial valuation performed by an independent actuary using
projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.

(v) Other short-term benefits

Expense in respect of other short-term benefits is recognised on the basis of the amount paid or payable
for the period during which services are rendered by the employee.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

(vi) Employee stock option plan (ESOP)

Measurement and disclosure of the employee share-based payment plan is done in accordance with the
Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered
Accountant of India. The Company measures compensation cost relating to employee stock options
using the intrinsic value method. Compensation expenses are amortised over the vesting period of the
option on a straight-line basis.

m) Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If
such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount
and the reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If
at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists,
the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

n) Contingent liabilities and provisions

Depending upon the facts of each case and after due evaluation of legal aspects, claims against the
Company not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues
disputed and contested by the Company, contingent liabilities are provided for and disclosed as per
original demand without taking into account any interest or penalty that may accrue thereafter. The
Company makes a provision when there is a present obligation as a result of a past event where the
outflow of economic resources is probable and a reliable estimate of the amount of obligation can be
made. Possible future or present obligations that may but will probably not require outflow of resources
or where the same cannot be reliably estimated, has been made as a contingent liability in the financial
statements.

o) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank, Cash in hand
and short-term investments with an original maturity of three months or less.

p) Investments

Investments are classified as long-term or current, based on management’s intention at the time of
purchase. Investments that are readily realisable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as long-term investments.

Current investments are stated at lower of cost and fair value determined on an individual investment
basis. Long-term investments are stated at cost net of provision for other than temporary diminution in
their value.

Profit / (loss) on sale of investments is computed based on First-in-first out method of accounting.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
3. Share capital
Authorised share capital
58,500,000 (previous year 58,500,000) equity shares of Rs. 10 each 585,000,000 585,000,000
4,000,000 (previous year 4,000,000) series "A" equity shares of Rs. 10 each 40,000,000 40,000,000
100,000 (previous year 100,000) compulsorily convertible preference shares of Rs. 10 each 1,000,000 1,000,000
626,000,000 626,000,000
Issued, subscribed and fully paid up share capital
38,663,770 (previous year 38,663,570) equity shares of Rs.10 each fully paid up 386,637,700 386,635,700
(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration other than cash)
3,866,357 (previous year 3,866,357) series "A" equity shares of Rs. 10 each fully paid up 38,663,570 38,663,570
425,301,270 425,299,270

a) Reconciliation of the shares outstanding at the beginning of the year and that at the end of the year

As at As at
31 March 2018 31 March 2017
Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Equity shares
Balance as at the beginning of the year 38,663,570 386,635,700 38,663,570 386,635,700
Add: Issued during the year 200 2,000 - -
Balance as at the end of the year 38,663,770 386,637,700 38,663,570 386,635,700
Series "A" equity shares as at the beginning and the end of the year 3,866,357 38,663,570 3,866,357 38,663,570
Balance as at the end of the year 42,530,127 425,301,270 42,529,927 425,299,270

b) Details of shareholders holding more than 5% shares in the Company

As at As at
31 March 2018 31 March 2017
Number of shares % holding Number of shares % holding
Name of shareholder

Mr. Dinesh Kumar Goel 27,299,970 64.19% 27,299,970 64.19%

Mr. Kanti Kumar Goyal 4,274,600 10.05% 4,274,600 10.05%
Mrs. Lata Goel 2,325,693 5.47% 2,325,693 5.47%
Matrix Partners India Investment Holdings, LLC
3,866,357 9.09% 3,866,357 9.09%
(Series "A" equity shares)

The above information is furnished as per the shareholder register as at reporting date.

c) Rights/preferences/restrictions attached to equity shares

The Company has only two class of equity shares i. e. "Equity Shares" & "Series A Equity Shares" having a nominal par value of Rs. 10 each. Each holder of equity shares is entitled to
one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company after setting all
liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

The holder(s) of the "Series A Equity Shares" shall be entitled to be paid the entire amount invested by them for the purpose of acquiring any "Series A Equity Shares", and accrued
or unpaid dividend (if declared) in relation to the "Series A Equity Shares" at the time of winding up, prior to any payment by the Company to any other holders of Equity Shares.

d) The Company has not issued any equity shares pursuant to any contract without payment being received in cash, allotted as fully paid up by way of any bonus issues and brought
back during the last five years.

4. Reserves and surplus

Capital reserve 22,167 22,167

Share premium account
Balance as at the beginning of the year 961,330,875 961,330,875
Less: Demerger adjustment (refer note 42) (10,853,304) -
Add: premium on share issued during the year 49,728
Balance as at the end of the year 950,527,299 961,330,875

Deficit in statement of profit and loss

Balance as at the beginning of the year (52,073,262) (203,256,871)
Add: amalgamation adjustment (refer note 44(e)) - (16,586,429)
Add: (loss)/ profit for the year (500,497,425) 167,770,038
Balance as at the end of the year (552,570,687) (52,073,262)
397,978,779 909,279,780

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
5. Long-term borrowings
Secured loan
From banks (refer note A below) 408,820,485 245,586,420
From other financials institutions (refer note B below) 22,436,686 23,502,314
Less: Current maturities of long-term borrowing transferred to other current liabilities (refer note 10) (42,231,059) (36,195,260)
389,026,112 232,893,474
Unsecured loan
Loans from related parties
Lata Goel (refer note C below ) 580,753,800 580,753,800
969,779,912 813,647,274

Note (A)
1. Term Loan of Rs. 35 crore secured by the mortgage of personal property and personal guarantee of Mrs. Lata Goel. Balance remaining is repayable by way of 53 equated monthly
instalments of Rs. 4,870,914 each (inclusive of interest @ 9.15% p.a. (previous year 10.10% p.a.)
2. Term loan of Rs. 20 crores repayable by way of 20 quarterly instalments (inclusive of interest @ 1 Year MCLR + 0.80% p.a.) from the date of first disbursement after two years of
moratorium period, term loan is secured as follows:
a). Primary security charge on current assets and fixed assets (excluding land and building) of the company.
b). Collateral security charge on:
(i) Equitable Mortgage of leasehold title over commercial office space in Laxmi nagar, New Delhi
(ii) Equitable Mortgage of leasehold title over property inclusing land and building situated in sector 16, Noida, Gautam Budh Nagar, U.P.
(iii) Equitable Mortgage of the piece and parcel to Tara Apartment in Dhanbad.
(iv) Equitable Mortgage of the property situated at "Hariom Towers" in Ranchi.
(v) Equitable Mortgage of the property situated at BDA zone-II m p nagar, Bhopal
(vi) Equitable Mortgage of the property in Bangalore
Note (B)
Home Loan secured by property at Chennai, balance remaining is repayable by way of 135 equated monthly instalments of Rs. 269,255 each (inclusive of interest @ 9.30% p.a.
(previous year 9.90% p.a.))

Note (C)
The Company entered into Loan Agreement (with an option to convert into equity shares) with Mrs. Lata Goel for a period of one year on certain terms and conditions, vide
agreement dated 4 April 2014. The said agreement was extended twice for an additional period of one year vide Addendum to the Loan Agreement dated 27 March 2015 and 24
March 2016. Subsequently, the Company has entered into a Structured Debt Agreement vide agreement dated 24 March 2017, wherein the said loan was extended for three years on a
long-term basis with a condition that Company shall convert the said loan into equity shares during the term of the agreement or extended term based on certain pre-conditions. The
aforesaid was inadvertently considered, as a short-term loan payable on demand in the audited financial statement for the financial year ended 31 March 2017. The impact of the same
has been considered and now being rectified. Pursuant to above, previous year balance is also corrected from short-term to long-term.

6. Other long-term liabilities

Security deposit 8,203,458 8,352,622

Rent equalisation reserve 75,719,958 76,603,547
83,923,416 84,956,169

7. Long term-provisions
Provision for gratuity (refer note 32) 270,239,825 182,715,389
Provision for sincerity (refer note 32) 171,549,662 -
441,789,487 182,715,389

8. Short-term borrowings
Secured loans
Bank overdraft (refer note A below) 155,099,472 72,792,782
155,099,472 72,792,782
Note A:
1. Axis Bank overdraft facility with overdraft limit of Rs. 9 crores @ 7.10% p.a. (previous year 7.85% p.a.) against axis bank fixed deposit of Rs. 10 crores
2. ICICI Bank overdraft facility with overdraft limit of Rs. 30 crores @ 9% p.a. against security charge as per clause 2 of note (A) of note 5

9. Trade payables
Payable to micro, small and medium enterprises* - -
Payable other than micro, small and medium enterprises 552,922,652 466,788,240
552,922,652 466,788,240

*Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”) as at 31 March 2018 and 31 March 2017:
Particulars Amount (Rs.) Amount (Rs.)
i) the principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year; Nil Nil
ii) the amount of interest paid by the buyer in terms of section 16, along with the amounts of the payment made to the supplier beyond Nil Nil
the appointed day during each accounting year;
iii) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed Nil Nil
day during the year) but without adding the interest specified under this Act;
iv)the amount of interest accrued and remaining unpaid at the end of each accounting year; and Nil Nil
v)the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above Nil Nil
are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.
The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with
the Company. This has been relied upon by the auditors.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)

10. Other current liabilities

Current maturities of long-term borrowing (refer note 5) 42,231,059 36,195,260

Statutory dues 125,077,614 50,216,810
Advance received from students (refer note 48) 1,774,683,725 2,385,270,792
Creditors for capital goods 151,124,230 63,532,952
Rent equalisation reserve 30,106,748 17,615,786
Retention money 17,004,619 10,899,452
Interest accrued on loan from bank 1,169,373 1,400,244
Guarantee commission payable 2,496,976 2,589,262
Book overdraft 646,694 5,863,020
Other liabilities 85,202,224 64,178,720
2,229,743,262 2,637,762,298

11. Short-term provisions

Provision for employee benefits

Provision for gratuity (refer note 32) 26,689,065 25,088,016
Provision for sincerity (refer note 32) 6,973,534 22,786,182
Provision for compensated absences 178,853,213 122,152,665
212,515,812 170,026,863

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

12A. Property, plant and equipment

(Amount in Rs.)

Land Buildings Office and Leasehold Furnitures and Computer Motor vehicles Total
Particulars electrical improvements fixtures
equipments
Gross block
As at 1 April 2016 - 236,744,458 352,650,577 934,128,946 179,003,689 65,248,784 72,565,547 1,840,342,001

Impact of merger - - 3,201,879 - 2,367,437 553,492 1,044,630 7,167,438

Additions 54,035,400 14,192,533 88,461,613 198,156,037 44,397,132 18,669,899 14,178,910 432,091,524
Disposals/adjustment - - (2,216,451) (12,618,891) (2,095,616) (42,000) (2,453,271) (19,426,229)

As at 31 March 2017 54,035,400 250,936,991 442,097,618 1,119,666,092 223,672,642 84,430,175 85,335,816 2,260,174,734

As at 1 April 2017 54,035,400 250,936,991 442,097,618 1,119,666,092 223,672,642 84,430,175 85,335,816 2,260,174,734

Additions - - 148,262,520 303,125,418 65,139,892 19,271,262 12,045,791 547,844,883

Disposals/adjustment## - - (23,220,035) (1,952,189) (14,254,598) (12,343,999) (4,745,889) (56,516,710)
Inter block transfer# - - 2,361,241 (24,610,549) 20,353,323 1,955,541 - 59,556
Balance transferred in slump sale (refer note 43) - - (248,250) - (29,210) (9,143,011) - (9,420,471)
Balance as on appointed date transferred in demerger (refer note 42) - - (288,343) (1,238,960) (60,735) (4,286,205) - (5,874,243)

As at 31 March 2018 54,035,400 250,936,991 568,964,751 1,394,989,812 294,821,314 79,883,763 92,635,718 2,736,267,749

Accumulated depreciation and amortisation

As at 1 April 2016 - 22,312,837 247,445,793 436,691,175 102,621,005 52,825,131 39,025,846 900,921,787

Impact of merger - - 2,881,914 - 1,953,273 534,820 453,654 5,823,661

Charge for the year - 4,072,456 53,204,643 105,972,652 18,798,893 7,776,881 9,024,282 198,849,807
Disposals / Adjustments - - (2,035,463) (6,737,976) (1,756,064) (42,000) (2,280,472) (12,851,975)

As at 31 March 2017 - 26,385,293 301,496,887 535,925,851 121,617,107 61,094,832 46,223,310 1,092,743,280

As at 1 April 2017 - 26,385,293 301,496,887 535,925,851 121,617,107 61,094,832 46,223,310 1,092,743,280

Charge for the year - 5,237,616 54,640,314 127,220,959 26,910,477 10,112,464 10,245,715 234,367,545
Disposals/adjustment## - - (17,930,331) (312,560) (10,516,345) (11,088,975) (3,704,524) (43,552,735)
Inter block transfer# - - 703,238 (13,860,624) 11,639,872 1,578,765 - 61,251
Balance transferred in slump sale (refer note 43) - - (108,696) - (29,186) (6,320,321) - (6,458,203)
Balance as on appointed date transferred in demerger (refer note 42) - - (23,690) (409,951) (14,800) (967,214) - (1,415,655)

As at 31 March 2018 - 31,622,909 338,777,722 648,563,675 149,607,125 54,409,551 52,764,501 1,275,745,483

Net block
As at 31 March 2017 54,035,400 224,551,698 140,600,731 583,740,241 102,055,535 23,335,343 39,112,506 1,167,431,454
As at 31 March 2018 54,035,400 219,314,082 230,187,029 746,426,137 145,214,189 25,474,212 39,871,217 1,460,522,266

Capital work in progress

As at 31 March 2017 16,104,038
As at 31 March 2018 50,543,793

#pertains to assets reclassified within blocks on account of physical verification.

##pertains to assets discarded and depreciation written back, on account of assets missing in the physical verification.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

12B. Intangible assets

(Amount in Rs.)

Software Brand assets Goodwill on Total

Particulars amalgamation
Gross block
As at 1 April 2016 126,372,676 - - 126,372,676

Impact of merger 47,012 393,173 110,523,338 110,963,523

Additions 943,838 - - 943,838
Disposals/adjustment - - - -
As at 31 March 2017 127,363,526 393,173 110,523,338 238,280,037

As at 1 April 2017 127,363,526 393,173 110,523,338 238,280,037

Additions 982,398 - - 982,398

Inter block transfer# (59,556) - - (59,556)
Balance as on appointed date transferred in demerger (refer note 42) (167,320) - - (167,320)
As at 31 March 2018 128,119,048 393,173 110,523,338 239,035,559

Accumulated depreciation and amortisation

As at 1 April 2016 125,719,455 - - 125,719,455

Impact of merger 44,662 131,058 70,574,446 70,750,166

Charge for the year 392,691 119,927 19,974,446 20,487,064
As at 31 March 2017 126,156,808 250,985 90,548,892 216,956,685

As at 1 April 2017 126,156,808 250,985 90,548,892 216,956,685

Charge for the year 629,956 142,188 19,974,446 20,746,590

Inter block transfer# (61,251) - - (61,251)
Balance as on appointed date transferred in demerger (refer note 42) (73,888) - - (73,888)
As at 31 March 2018 126,651,625 393,173 110,523,338 237,568,136

Net block
As at 31 March 2017 1,206,718 142,188 19,974,446 21,323,352
As at 31 March 2018 1,467,423 - - 1,467,423

#pertains to assets reclassified within blocks on account of physical verification.

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
13. Non-current investments
Long-term investment in equity instruments
Number Amount (Rs.) Number Amount (Rs.)
Non-trade investment (quoted) at cost*
M. M. Softek Limited** 10,200 1,418,507 10,200 1,418,507
Less: Provision for other than temporary diminution in value of investment (1,418,507) (1,418,507)
- -
Trade investment (unquoted) at cost*
In equity shares of subsidiaries
FIITJEE Franchise Network Limited 50,000 500,000 50,000 500,000
Times A and M (India) Limited 70,700 679,651,618 70,700 679,651,618
FIITJEE India W.L.L., Bahrain 199 2,364,886 199 2,364,886
USA Univquest Private Limited 10,000 100,000 10,000 100,000
Megacosm Cognitions Private Limited (refer note 43) 4,010,000 40,100,000 - -
FIITJEE US Inc 100,000 6,433,000 - -
Edfora Infotech Private Limited (refer note 42) - - 10,000 60,000

In non convertible debentures of subsidiaries

Megacosm Cognitions Private Limited (Debentures***) (refer note 43) 855,000 85,500,000 - -
814,649,504 682,676,504

Aggregate amount of quoted and unquoted investments at cost 816,068,011 684,095,011

Aggregate provision for diminution in value of investments (1,418,507) (1,418,507)

* Equity shares of Rs. 10 each, unless otherwise stated.

** Market Value of the Quoted Investments as on 31 March 2018 is Nil
*** Non convertible debentures having maximum maturity period of 5 years carrying fixed rate of interest @ 9.15% p.a.

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
14. Deferred tax assets

Deferred tax assets on account of:

On employee benefit expenses 164,544,458 79,802,444
Rent equalisation reserve 36,624,506 32,607,427
Provision for doubtful advances/receivables 113,587,612 113,011,175
Timing difference on depreciation and amortisation 92,636,708 33,883,666
407,393,284 259,304,712

15. Long-term loans and advances

(Unsecured considered good, unless otherwise stated)

Unsecured, considered good

Prepaid taxes recoverable (net of provisions) 491,381,423 446,171,088
Minimum alternate tax credit entitlement 49,971,360 49,971,360
Recoverable from Income tax department (refer note A below) 67,700,000 -
Advance to related parties* 629,383,211 531,993,064
Advance to staff 3,000,000 3,000,000
Security deposits 265,150,836 200,285,482
Capital advances 95,690,820 59,164,783
1,602,277,650 1,290,585,777
Unsecured, considered doubtful
Advance to related parties* 202,176,098 202,176,098
Security deposits 15,943,040 12,831,633
Capital advances 6,384,307 6,384,307
Service tax receivable 55,950,610 55,950,610
280,454,055 277,342,648
Less: provision for doubtful advance (280,454,055) (277,342,648)
1,602,277,650 1,290,585,777
* refer note 33

Note A:
Pursuant to the disputed tax demand of Mrs. Lata Goel for the assessment year 2011-12, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued
notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation to Structured Debt. The Company replied to notice, stating the fact that no
sum in relation to such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt Agreement dated 24 March 2017. The ACIT
illegally treated the Company as garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company maintained with Axis
Bank in relation to Structured Debt.
Based on independent legal advice, the management of the Company is of the sanguine belief that the aforesaid amount would be recovered from the Income-tax department. The
Company is in the process of taking necessary legal action for recovering the said amount from Income-tax department. In case of non-recovery, this amount shall be adjusted against
the loan from Mrs. Lata Goel

16. Other non-current asset

Fixed deposit with maturity more than 12 months (refer note 20) 771,472 -
771,472 -
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
17. Current investments

Investment in mutual fund (quoted)*

Nil (Previous year 304,711) units of Birla Sun Life Saving Fund Collection - 30,561,655
Nil (Previous year 3,998,410) units of DHFL Pramerica Low Duration Fund (Liquid Plus Fund) - 40,092,454
Nil (Previous year 493,307) units of ICICI Prudential Short Term Fund - Direct Growth - 16,446,000
Nil (Previous year 675,176) units of ICICI Prudential Saving Fund - DD - 68,135,622
Nil (Previous year 2,532,778) units of ICICI Prudential Ultra Short Term Fund - 25,597,263
Nil (Previous year 1,809,033) units of Birla Sun Life Floting Rate Term Plan - 181,612,074
Nil (Previous year 79,231) units of Kotak Low Duration Fund - Direct Growth Option - 160,000,000
Nil (Previous year 11,537,821) units of JM Financial High Liquidity Fund Scheme - 120,341,777
Nil (Previous year 60,293,606) units of Frankflin Templeton Ultra Short Bond Fund - 606,831,026
- 1,249,617,871
Aggregate amount and market value of quoted investments - 1,251,337,694
* stated at lower of cost and fair value determined on an individual investment basis

18. Inventories
(Valued at lower of cost or net realisable value)

Books and courseware - 1,204,145

Others - 4,756,838
- 5,960,983

19. Trade receivables

Outstanding for more than six months from the date they became due for payment :
Unsecured, considered doubtful 25,646,600 25,646,600

Others
Unsecured, considered good 90,166,571 82,187,560
115,813,171 107,834,160
Less: Provision for doubtful receivables (25,646,600) (25,646,600)
90,166,571 82,187,560
20. Cash and bank balances

Cash and cash equivalents

Cash in hand 1,104,411 1,484,332
Cheques/drafts in hand 100 200
Balances with banks
In current accounts with scheduled banks 89,126,710 74,427,224
Fixed deposits with maturity of less than 3 months 50,537,556 1,126,261
140,768,777 77,038,017
Other bank balances
Fixed deposits with maturity of more than 3 months and less than 12 months 116,561,581 193,709,670
Fixed deposit with maturity of more than 12 months 771,472 -
258,101,830 270,747,687
Less: Fixed deposit with maturity of more than 12 months classified as other non-current asset (refer note 16) (771,472) -
257,330,358 270,747,687

21. Short-term loans and advances

(Unsecured, considered good, unless otherwise stated)

Loans and advances recoverable in cash or in kind or for value to be received

Advance to related parties* (considered doubtful Rs. 13,831,964 , previous year Rs. 13,831,964) 42,259,074 29,823,474
Advance to others (considered doubtful Rs. 2,342,691, previous year Rs. 2,342,691) 633,470,999 621,808,260
Advances to staff (considered doubtful Rs. 5,936,697, previous year Rs. 5,936,697) 15,417,627 9,664,808
Prepaid expenses 10,344,397 11,715,309
Advance to suppliers 22,540,513 19,388,213
Input tax credit recoverable 57,351,147 28,777,371
781,383,757 721,177,435
Less: Provision for doubtful advance (22,111,352) (22,111,352)
759,272,405 699,066,083
* refer note 33

22. Other current assets

Interest receivable
From related parties 21,708,721 13,864,877
From others 2,950,615 4,397,167
24,659,336 18,262,044

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
23. Revenue from operations

Operating revenue
Tuition fees (net of scholarship) 2,808,952,670 2,841,134,478
Admission fees 2,473,444,640 1,616,424,038
Sale of books 118,325,083 565,689,873
Aptitude fees 54,628,414 48,578,501
Revenue from non class room programmes 36,489,517 56,196,566
Management fee 151,015,870 141,265,126
Hostel fee 484,065 -
5,643,340,259 5,269,288,582
Other operating revenue
Admin charges 10,059,378 13,068,157
Business support income 20,793,938 2,628,436
30,853,316 15,696,593
5,674,193,575 5,284,985,175

24. Other income

Rental income 32,071,359 26,351,612

Interest income 66,832,320 46,575,793
Dividend income 23,127,701 34,309,922
Profit on sale of mutual fund 3,395,095 1,971,506
Profit on slump sale (refer note 43) 150,019,105 -
Liabilities/ provisions written back 30,592,044 28,735,046
Miscellaneous income 1,684,379 9,627,139
307,722,003 147,571,018

25. Change in inventories

Opening stock
Books and courseware 1,204,145 2,123,746
Others 4,756,838 3,000,755
5,960,983 5,124,501
Closing stock as at 30 June 2017 (refer note 43)
Books and courseware 5,111,547 1,204,145
Others 7,986,226 4,756,838
13,097,773 5,960,983
(7,136,790) (836,482)

26. Employee benefit expenses

Salaries and wages* 3,404,151,440 2,555,762,401

Contribution to provident and other funds 69,590,129 66,219,588
Staff welfare 409,154,047 297,819,668
3,882,895,616 2,919,801,657
*includes prior period expense amounting to Rs. 136,654,292

27. Finance cost

Interest on
Term loan 29,038,772 29,573,678
Cash credit limit 11,237,367 872,933
Loan from related parties - 36,082
Others 1,176,766 5,902,016
Other borrowing cost
Processing fee 3,505,750 25,725
Guarantee commission to related party 11,363,018 13,061,092
56,321,673 49,471,526

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
28. Other expenses

Power and fuel 142,929,826 114,873,428

Rent (refer note 41) 533,272,752 420,654,163
Insurance 19,711,803 16,451,555
Rates and taxes 9,652,613 32,315,667
Repair and maintenance
Building 16,286,200 13,648,876
Machinery 22,091,940 21,275,809
Others 21,974,007 17,761,041
Advertisement 448,315,966 430,222,367
Business promotion
Award & Rewards 117,730,950 81,885,050
Scholarships 52,984,950 49,037,769
Others 157,837,642 129,901,874
Photocopy and stationery 76,350,514 71,250,949
Test conduction expenses 87,122,958 36,272,177
Security charges 79,738,806 54,627,951
Housekeeping services 114,104,378 76,526,557
Travelling and conveyance 53,714,291 28,765,418
Communication charges 29,702,641 27,039,133
Vehicle expenses 107,575,309 67,073,949
Legal and professional charges (refer note 34) 115,869,058 116,300,247
Membership and subscription 528,144 860,838
Website charges 5,716,303 8,887,207
Loss on sale of assets (net) 8,961,246 4,935,777
Water charges 7,442,905 5,482,985
Postage and courier expenses 21,005,307 22,000,630
Sitting fee 4,200,000 5,600,000
Amount written off - 4,155,556
Provision for doubtful advances/ receivables (net) 2,201,407 1,909,840
Bank charges 1,004,858 1,083,417
Books and periodicals 114,765,900 72,663,110
Donation 9,361,100 5,031,000
Diminution in the value of current investment - 1,445,790
Miscellaneous expenses 16,729,717 14,962,866
2,398,883,491 1,954,902,996

29. (Loss)/ earnings per share

(Loss)/ earnings attributable to equity shareholders (500,497,425) 167,770,038

Total number of equity shares outstanding at the beginning of the year (refer note 3) 42,529,927 42,529,927
Total number of equity shares outstanding at the end of the period (refer note 3) 42,530,127 42,529,927
Weighted average number of equity shares during the period 42,529,927 42,529,927
Nominal value of each equity share (Rs.) 10 10

Basic (loss)/ earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (11.77) 3.94
Diluted (loss)/ earnings per share to series "A" equity shareholder and equity shareholder (Rs.)* (11.77) 3.94
* The Company being unlisted company, market value of employee stock options are not available with the Company at the closing date and also considering employee stock options
are insignificant in amount the same has not been considered for the computation of diluted earnings per share.

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

30. Accounting Standard 17 “Segment reporting” of the Companies (Accounting Standards) Rules, 2014 requires the
Company to disclose certain information about operating segments. The Company is primarily engaged in the
business of conducting coaching classes, test preparation classes, mock tests and providing course material for
engineering entrance examinations and other competitive examinations, which is considered to be the only
reportable business segment. Further, Company is primarily operating in India which is considered as a single
geographical segment.

31. Capital commitments

a) Estimated amount of contracts remaining to be executed on capital account and other commitments not
provided for:
(Amount in Rs.)
As at As at
Description
31 March 2018 31 March 2017
Capital commitment (net of advances) 135,561,782 62,647,589

b) The Company has undertaken to provide continued financial support to its subsidiaries as and when required.

32. Employee benefits

A) Defined benefit plan

Gratuity

Amount recognised as expenses in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended Year ended
Description 31 March 2018 31 March 2017
Current service cost 38,284,641 35,827,624
Past service cost (Vested employees) 52,949,359 -
Past service cost (Un-vested employees) 774 -
Interest cost 15,605,797 15,134,501
Expected return on plan assets (33,706) (33,924)
Actuarial loss/(gain) recognised during the year 21,979,550 (19,211,261)
Amount recognised in the statement of profit and loss 128,786,415 31,716,940

Movement in present value of defined benefit obligation:

(Amount in Rs.)
As at As at
Description 31 March 2018 31 March 2017
Present value of obligation as at the beginning of the year 208,225,031 188,503,697
Opening balance of merged company - 677,572
Acquisition adjustment (28,850,641) -
Current service cost 38,284,641 35,827,624
Past service cost (Vested employees) 52,949,359
Past service cost (Un-vested employees) 282,836
Interest cost 15,605,797 15,134,501
Actuarial loss/(gain) recognised during the year 21,979,550 (19,211,261)
Benefits paid (10,810,289) (12,707,102)
Present value of obligation as at the end of the year 297,666,284 208,225,031
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Movement in fair value of plan assets is as under:

(Amount in Rs.)
As at As at
Description 31 March 2018 31 March 2017
Fair value of plan assets as at the beginning 421,626 -
Opening balance of merged company - 387,702
Expected return on plan assets 33,706 33,924
Employer’s contribution - -
Actuarial loss on plan assets - -
Fair value of the plan assets as at the end of the year 455,332 421,626

Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Present value of defined benefit obligation 297,666,284 208,225,031
Fair value of plan assets (455,332) (421,626)
Unrecognized past service cost (282,062) -
Liability recognised in balance sheet 296,928,890 207,803,405

Break-up of Liability as at the end of the year:

(Amount in Rs.)
As at As at
Particulars
31 March 2018 31 March 2017
Current liability 26,689,065 25,088,016
Non-current liability 270,239,825 182,715,389
Total 296,928,890 207,803,405

For determination of the gratuity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at As at
Description
31 March 2018 31 March 2017
Discount rate (per annum) 7.80 7.50
Rate of increase in compensation levels (per annum) 5.50 5.50
Expected rate of return on plan assets (per annum) 8.00 8.00

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Reconciliation of fair value of assets and obligations for the current and past years:

S. No Description 2018 2017 2016 2015 2014

Present value of
a) obligation as at the 297,666,284 208,225,031 188,503,697 102,242,379 91,198,902
end of period
Fair value of plan
b) assets at the end of 455,332 421,626 - - -
the period
Unrecognized past
c) 282,062 - - - -
service cost
d) Surplus 128,786,415 31,716,940 79,840,679 16,161,706 18,296,700
Experience
e) adjustment on plan (38,184,692) 1,633,486 (25,444,792) 22,135,665 (10,617,864)
liabilities (loss) / gain
Experience
f) adjustment on plan - - - - -
assets (loss) / gain

B) Sincerity

Amount recognised as expense in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended
Description 31 March 2018
Current service cost 56,141,166
Interest cost 11,949,551
Actuarial gain recognised during the year (25,201,685)
Amount recognised in the statement of profit and loss 42,889,032

Movement in present value of defined benefit obligation:

(Amount in Rs.)
As at
Description 31 March 2018
Present value of obligation as at the beginning of the year 159,440,474
Current service cost 56,141,166
Interest cost 11,949,551
Actuarial gain recognised during the year (25,201,685)
Benefits paid (23,806,310)
Present value of obligation as at the end of the year 178,523,196

Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)
Description As at
31 March 2018
Present value of defined benefit obligation 178,523,196
Fair value of plan assets -
Liability recognised in balance sheet 178,523,196
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Break-up of liability as at the end of the year:
(Amount in Rs.)
As at
Particulars
31 March 2018
Current liability 6,973,534
Non-current liability 171,549,662
Total 178,523,196

For determination of the sincerity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at
Description
31 March 2018
Discount rate (per annum) 7.80
Assumed rate of accumulation of deducted amount (per annum) 7.50
Probability of achieving performance criteria (per annum) 20.00

C) Contribution to provident fund*

The Company’s contribution to provident fund during the year was Rs. 61,412,024 (previous year Rs.
57,600,124).

* included in contribution to provident and other fund (refer note 26)

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
33. Related party disclosures:

“Disclosures in respect of Accounting Standard (AS) – 18 ‘Related party disclosures’, as specified under Section
133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended):
a) Name of related party and relationship:

Subsidiary companies at any time during the year:

 FIITJEE Franchise Network Limited
 USA Univquest Private Limited
 Times A & M (India) Limited
 FIITJEE India W.L.L., Bahrain
 Megacosm Cognitions Private Limited (formerly known as Incos Trademart Private Limited) w.e.f
26 June 2017)
 FIITJEE US Inc. (w.e.f 21 September 2017)

Key Management Personnel (KMP)

 Mr. Dinesh Kumar Goel, Chairman and Managing Director
 Mr. Kanti Kumar Goyal, Whole Time Director
 Mrs. Monila Goel, Whole Time Director
 Mr. Partha Halder, Whole Time Director

Enterprise directly/indirectly under direct control of KMPs at any time during the year (with
whom there were transactions during the year/ previous year):

 Edfora Edtech Private Limited

 Edfora Infotech Private Limited
 FIITJEE Foundation for Education Research and Training
 Tetrahedron Educational Academy
 Emmanuel’s Educational Society
 Srikara Educational Society
 Vijetha Educational Society
 Bhargavi Career & Life Trust
 Kartikeya Career & Life Trust
 Bhagwan Nityanand Charitable Trust
 Sri KVR Murthy Charitable Trust
 FIITJEE Hostel (proprietor Mr. Dinesh Kumar Goel)

Relative of KMPs (with whom there were transactions during the year/ previous year)
 Mrs. Lata Goel (Mother of Mr. Dinesh Kumar Goel)
 Ms. Bhargavi Goel (Daughter of Mr. Dinesh Kumar Goel)
 Mr. Kartikeya Goel (Son of Mr. Dinesh Kumar Goel)
 Mr. Aditya Agrawal (Brother of Mrs. Monila Goel)
 Ms. Mamta Goel (Sister of Mr. Dinesh Kumar Goel)
 Mr. Narendra Kumar Agrawal (Father of Mrs. Monila Goel)
 Mrs. Sarvesh Agrawal (Mother of Mrs. Monila Goel)
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Transactions with related parties in the ordinary course of business:

Year ended Year ended

Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Transactions during the year

Advertisement expenses Times A & M (India) Limited 355,607,404 350,495,428

Purchase of shares of Times A

Mrs. Monila Goel - 78,128,678
& M (India) Limited
- 18,752,254
Mr. Kanti Kumar Goyal
- 18,752,254
Mr. Kanti Kumar Goyal (HUF)
- 18,752,254
Mr. Dinesh Kumar Goel (HUF)
- 70,175,254
Mrs. Lata Goel
- 60,850,550
Mr. Dinesh Kumar Goel
- 26,568,550
Ms. Bhargavi Goel
- 26,568,550
Mr. Kartikeya Goel

Mrs. Mamta Goel - 17,141

- 4,988,031
Mr. Narendra Kumar Agrawal
- 4,988,031
Mrs. Sarvesh Agrawal

Reimbursement of expenses
Emmanuel’s Educational Society 235,422 161,191
received
Tetrahedron Educational Academy 185,364 152,838

Srikara Educational Society 173,866 138,977

USA Univquest Private Limited 1,301,190 1,721,403

Vijetha Educational Society 13,439 12,462

Edfora Infotech Private Limited 99,015 1,548

Megacosm Cognitions Private Limited 4,609,425 -

Business support income Edfora Infotech Private Limited 20,253,923 2,628,436

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Times A & M (India) Limited 500,795 -

Megacosm Cognitions Private Limited 39,220 -

Management fee income FIITJEE India WLL 30,840,795 30,158,520

Edfora Infotech Private Limited - 68,466,393

Edfora Edtech Private Limited 34,687,002 -

Lease rent expenses USA Univquest Private Limited 1,106,006 1,036,394

FIITJEE Foundation for Education
20,400,000 20,400,000
Research & Training

Sale of share of FIITJEE India

USA Univquest Private Limited - 27,069
WLL

Property, plant and equipment

Edfora Infotech Private Limited 988,665 3,202,673
purchase

Printing and stationery expense Megacosm Cognitions Private Limited 608,324 -

Purchase of study material Megacosm Cognitions Private Limited 13,986,657 -

Office expenses Edfora Infotech Private Limited 7,060 -

Purchase of shares of FIITJEE

FIITJEE US Inc. 6,433,000 -
US Inc.

Content development expense Emmanuel’s Educational Society - 9,500,000

Guarantee commission Mrs. Lata Goel 11,363,018 13,061,092

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)

Interest expense FIITJEE Hostel - 35,728

Mr. Dinesh Kumar Goel - 354

Interest income Megacosm Cognitions Private Limited 9,986,191 -

USA Univquest Private Limited 44,273,434 27,118,608

Emmanuel’s Educational Society 347,327 311,163

Tetrahedron Educational Academy 65,201 255,481

Loan/ advances given Megacosm Cognitions Private Limited 116,500,000 -

USA Univquest Private Limited 103,500,000 113,500,000

FIITJEE Foundation for Education
Research and Training 37,250,670 31,930,123
Emmanuel’s Educational Society 7,100,000 5,160,000

Tetrahedron Educational Academy 2,200,000 4,150,000

FIITJEE Foundation for Education

Loan/ advances received back 44,200,000 43,202,808
Research and Training
Megacosm Cognitions Private Limited 116,500,000 -

Emmanuel’s Educational Society 7,100,000 6,160,000

Tetrahedron Educational Academy 2,200,000 4,150,000

Edfora Infotech Private Limited - 19,678,773

Loan repaid FIITJEE Hostel - 10,435,000

Mr. Dinesh Kumar Goel - 275,000

Rent income Tetrahedron Educational Academy 4,138,140 6,000,778

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
USA Univquest Private Limited 10,351,959 15,000,714

Srikara Educational Society 300,000 300,000

Emmanuel’s Educational Society 480,000 425,333

FIITJEE Foundation for Education
3,284,228 3,066,024
Research and Training
Edfora Infotech Private Limited 1,741,306 1,193,363

Times A & M (India) Limited 365,400 365,400

Megacosm Cognitions Private Limited 11,410,326 -

Remuneration paid 110,888,887 99,999,996

Mr. Dinesh Kumar Goel
5,578,240 5,100,000
Mr. Kanti Kumar Goyal
38,133,333 12,000,000
Mrs. Monila Goel
13,269,310 20,026,907
Mr. Partha Halder
- 4,140,850
Mr. Anil Gupta
Balance at the year end

Trade payable Times A & M (India) Limited 146,031,408 158,099,648

Megacosm Cognitions Private Limited 13,397,750 -

Interest receivable USA Univquest Private Limited 21,708,721 13,864,877

Loan/ advances receivable USA Univquest Private Limited 412,607,936 290,970,570

FIITJEE Foundation for Education
420,458,758 433,448,317
Research and Training

Unsecured loan Mrs. Lata Goel (refer note 5) 580,753,800 580,753,800

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Security deposit payable Mr. Partha Halder 199,732 199,732

Advance recoverable in cash or

Bhagwan Nityanand Charitable Trust 12,764 12,764
in kind for value to be received
Bhargavi Career & Life Trust 464,760 464,760

FIITJEE Franchise Network Limited 13,831,964 13,831,964

Kartikeya Career & Life Trust 464,790 464,790

Sri KVR Murthy Charitable Trust 12,580 12,580

USA Univquest Private Limited 23,492,615 22,750,275

Vijetha Educational Society - 12,462

Edfora Infotech Private Limited 2,472,216 -

Guarantee commission payable Mrs. Lata Goel 2,496,976 2,589,262

Trade receivable FIITJEE India WLL 4,444,577 12,668,077

Edfora Infotech Private Limited - 22,580,912

Rent receivable Tetrahedron Educational Society - 2,024,154

34. Payment to auditors (included in legal and professional charges)

Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
As auditors
Statutory audit fee* 6,000,000 5,700,000
Tax audit fee* 300,000 300,000
* excluding goods and service tax/ service tax and out of pocket expenses
35. In the opinion of the Board of Directors, current assets, loans and advances have a value on realization in the
ordinary course of the business at least equal to the amounts at which they are stated and provision for all known
liabilities have been made.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
36. Under the Income-tax Act 1961, for Transfer Pricing transaction introduced with effect from 1 April 2012, the
Company is required to use specified methods for computing arm’s length price in relation to transactions with
its associated enterprises. Further, Company is required to maintain prescribed information and documents in
relating to such transactions. The appropriate method to be adopted will depend on the nature of transactions/
class of transactions, class of associated persons, functions performed and other factors, which have been
prescribed. The Company is in the process of conducting a transfer pricing study for the current financial year.
Based on the preliminary study for the current year and completed study for the financial year ended 31 March
2017, the management is of the view that the same would not have a material impact on the tax expenses
provided for in these financial statements. Accordingly, these financial statements do not include any
adjustments for the transfer pricing implications, if any.

37. Contingent liabilities:

As at balance sheet date the following litigation matters are pending at various forums against the Company:

 The assessments under Section 153A read with 143(3) of the Income-tax Act 1961, have been made for
assessment year 2007-08 to 2013-14 and a demand of Rs. 74,545,904 (previous year Rs. 74,545,904) has
been raised by the Income Tax Department after adjusting carry forward losses amounting to Rs.
1,184,499,593 (previous year Rs. 1,184,499,593). The Company has filed appeals before CIT (Appeals)
against such assessment orders. During the previous year department has adjusted refund from earlier years
amounting to Rs. 73,109,240 against the above demand.
 The assessment under Section 143(3) of Income-tax Act 1961, have been made for assessment year 2014-
15 and a demand of Rs. 174,407,074 (previous year Rs. 174,407,074) has been raised by the Income Tax
Department. The Company has filed an appeal before CIT (Appeals) against such assessment order. During
the year, the Company has paid Rs. 17,500,000 against the above demand.
 The assessment under Section 147 of the Income-tax Act 1961, have been made for assessment year 2010-
11 and a demand of Rs. 1,428,230 (previous year Rs. 1,428,230) has been raised by the Income Tax
Department. The matter is pending at Income Tax Appellate Tribunal for adjudication.
 Service tax demand amounting to Rs. 2,100,137 (previous year Rs. 66,363,254) pertaining to period from
2007- 2008 to 2011-2012 pending at Custom Excise & Service Tax Appellate Tribunal (CESTAT). The
CESTAT has granted stay against the demand.
 Service tax demand amounting to Rs. 1,666,391 (previous year Rs. Nil) pertaining to period from 2007- 2008
to 2012-2013 pending at Commissioner of Central Excise & Service Tax (Appeals).
 Value added tax demand amounting to Rs. 11,099,374 (previous year Rs. 8,562,568) pertaining to period
from 2008-2009 to 2012-2013 under Rajasthan VAT Act, 2003 pending at Appellate Authority level.
 Entry tax demand under The Rajasthan Entry Tax - Goods Act, 2003 amounting to Rs. 1,632,182 (previous
year Rs. 1,632,182) pertaining to period from 2010-2011 to 2015-2016, pending at Appellate Authority level

Based on the advice from independent tax consultants, the management is confident that the above demands
will not be sustained on completion of appellate proceedings and accordingly, pending the decision by the
appellate authorities, no provision has been made in the financial statement.

 Consumer complaints filed by ex-students/ their parents and vendors claiming refund of fee and receivable
amounting to Rs. 19,545,814 (previous year Rs. 17,824,931)
 A party filed suit for recovery of lease rental in respect of property at Hyderabad amounting to Rs. 2,789,500
(previous year Rs. 2,789,500). The case is pending at District court.
 Ten ex-employees filed suit for recovery of dues amounting to Rs. 7,442,591 (previous year Rs. 6,621,288)

As at balance sheet date the following legal suits have been filed by the Company:

 A suit has been filed for recovery of advance amounting to Rs. 600,000,000 (previous year Rs. 600,000,000)
of M/s. Alert Buildtech Private Limited before the Hon’ble High court of Delhi. The matter is pending in
court of law.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

 A suit has been filed for recovery of advance amounting to Rs. 10,000,000 (previous year Rs. 10,000,000) of
International Public School Limited, Bhopal before the Saket Court for non-performance of contractual
obligations. The matter is pending in court of law.
 During the year, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued
notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation
to Structured Debt. The Company replied to notice, stating the fact that no sum in relation to such
Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt
Agreement dated 24 March 2017. The ACIT illegally treated the Company as garnishee and unlawfully
recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company
maintained with Axis Bank in relation to Structured Debt. The Company is in the process of taking necessary
legal action for recovering the said amount from Income-tax department. In case of non-recovery, this
amount shall be adjusted against the loan from Mrs. Lata Goel.

Based on the advice from independent legal consultants, the management of the Company is of the view that
the same is recoverable and no provision has been made in the financial statement.

38. Foreign currency transactions:

Earning in foreign currency

Description Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
Management fee 116,328,867 72,798,734
116,328,867 72,798,734

Expenditure in foreign currency

Description Year ended Year ended
31 March 2017 31 March 2016
(Rs.) (Rs.)
Foreign travel 16,211,317 3,337,024
16,211,317 3,337,024

39. Employee Stock Option Scheme:

The Board of Directors of the Company, at their meeting held on 26 March 2010 had launched an Employees
Stock Option Plan- 2010 (“FIITJEE ESOP 2010”) covering 868,000 (Eight Lac Sixty Eight Thousand) Stock
Options representing an equal number of Equity Shares of face value Rs. 10 each at an exercise price of Rs.
258.64., The scheme is for all the eligible employees of the Company and its subsidiaries.

The Exercise period of eight years comes into force from the grant date and it is extended by the Board in its
meeting held on 31.03.2018 for a period of 10 years i.e. up to 31 March 2028

The details of the scheme are as under:

Vesting Date Maximum number (percentage) of options that shall vests

12 months from the grant date 20 % (Twenty Percent)
24 months from the grant date 35 % (Thirty Five Percent)
36 months from the grant date 45 % (Forty Five Percent)
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Details of outstanding options and the expenses recognized under the employee’s stock option scheme is as
under:
Particulars Year ended 31 Year ended
March 2018 31 March 2017
Number of options outstanding 827,396 827,596
Exercisable at the end of the year 827,396 827,596
Exercise price (Rs. per option) 258.64 258.64
Fair value as on grant date (Rs. per share) 258.64 258.64

40. The Company follows Accounting Standard (AS-22) “Accounting for taxes on income”, of the Companies
(Accounting Standards) Rules, 2014. The Company has recognized deferred tax asset on timing differences and
restricted the recognition of asset on accumulated losses and unabsorbed depreciation due to absence of virtual
certainty of future taxable profits supported by convincing evidence.

41. The Company’s significant leasing arrangement for the year ended 31 March 2018 is in respect of operating
leases for premises. The aggregate lease rentals expenses under operating lease amounting to Rs. 533,272,752
(previous year Rs. 420,654,163) for the year which has been charged to statement of profit and loss.

42. With effect from appointed date of 1 April 2017, Tech business (Demerged undertaking) of the Company
demerged into Edfora Edtech Private Limited (the resulting company). Following are key terms of the scheme
and its accounting in the books of the Company: -

a) The National Company Law Tribunal (NCLT) vide its order dated 8 November 2017 approved the
arrangement as embodied in the Scheme of arrangement between the Company, Edfora Edtech Private
Limited (the resulting company) and their respective shareholders and creditors (“Scheme”) and the same
has been filed with the Registrar of Companies on 16 November 2017. The Scheme is effective from the
appointed date of 1 April 2017 (“the appointed date). Accordingly, all the assets, rights, powers, liabilities
and duties of the demerged undertaking demerged from the Company from the appointed date.

b) The demerged undertaking is engaged in the business of providing software products focused to empower
learning in various domains which includes (but not limited to) academic, health & spiritual fields. It also
includes the domain of online competitive exam preparation, test assessment, analytics and feedback
(including the domain ‘mypat.in’) and also includes activities of career counselling whether through an online
web application or through a dedicated website.

c) Pursuant to the Scheme, the Company derecognised the assets and liabilities of the demerged undertaking at
the respective book values as appearing in the books at the close of the day immediately preceding the
appointed date. The excess of assets over liabilities has been adjusted with the Securities Premium of the
Company.

Particulars Amount in Rs.

Property, plant and equipment and intangibles 4,552,020
Investments 60,000
Loans and advances 22,580,912
Total assets (A) 27,192,932

Total liabilities (B) 16,339,628

Net assets (A-B) 10,853,304

43. In terms of the definitive business agreement executed on 27 June 2017 between the Company and its wholly
owned subsidiary Megacosm Cognitions Private Limited, for transferring of its Books and content business
(undertaking), Company has transferred the said undertaking including related assets and liabilities as at effective
date i.e. closing of business hours as of 30 June 2017 on ‘as is where is basis’ by way of slump sale for lump sum
consideration of Rs. 132,100,000 which is discharged as follows:
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

1. by way of 4,000,000 equity shares at face value of Rs. 10 each amounting to Rs. 40,000,000
2. by way of 855,000 9.5% Non-convertible debentures at face value of Rs. 100 each amount to Rs. 85,500,000
3. cash consideration amounting to Rs. 6,600,000

Particulars Amount in Rs.

Property, plant and equipment 2,962,267
Inventory 13,097,773
Trade receivable 21,023,340
Cash and bank 7,609,546
Loans and advances 38,629,503
Total assets (A) 83,322,429

Total liabilities (B) 101,241,534

Net liabilities (B-A) 17,919,105

Purchase consideration 132,100,000
Profit on slump sale 150,019,105

44. As regards amalgamation of Stratford Academy Limited (“transferor company”) with FIITJEE Limited
(“transferee company”), during the financial year ended 31 March 2016 the following may be noted: -
a) The Honorable High Court of New Delhi vide its order dated 27 September 2016 approved the arrangement
as embodied in the Scheme of transferor companies with the Company and the same has been filed with
the Registrar of Companies on 16 December 2016. On complying with the requisite formalities by the
Company, the scheme became effective from 1 April 2015 (“the appointed date). Accordingly, all the assets,
rights, powers, liabilities and duties of the transferor companies vested in the transferee company as a going
concern from the appointed date and the transferor companies without any further act were dissolved
without winding up.

b) The transferor company is engaged in the business of preparing students in pursuit of higher education in
the field of engineering by providing coaching classes, test preparation, conduction examinations and other
ancillary services.

c) Pursuant to the Scheme coming into effect, the authorized share capital of transferor companies is combined
with the company and resultantly there is an increase the authorized share capital by Rs. 500,000.

d) Since the amalgamation has been accounted for under the “Purchase” method as prescribed under
Accounting Standard 14 on “Accounting for Amalgamation” of Companies (Accounts) Rules, 2014 (as
amended). Accordingly, the assets and liabilities of transferor companies as of the appointed date have been
taken over at fair values.
Further, as per the scheme, profit/loss arising to the transferor companies after the appointed date has been
treated as profit/loss of the transferee company and the same has been adjusted from the Statement of
Profit and Loss.

Particulars Amount (in Rs.)

Assets taken over 34,032,135

Liabilities taken over 93,955,471

Net worth as on 1 April 2015 (59,923,336)

Purchase consideration 50,600,002
Goodwill on amalgamation 110,523,338
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

e) On the date of appointment date, adjustment on account of amalgamation is explained below: -

Particulars Amount (in Rs.)

Reversal of provision for other than temporary diminution in value of investment in
the shares of the transferor company (net of deferred tax Rs. 17,511,648) 33,088,352
Reversal of provision for doubtful advance recorded in respect of loan given to the
transferor company (net of deferred tax Rs. 38,103,408) 71,996,592
Loss incurred by transferor company during financial year 2015-16 (50,965,867)
Impairment of goodwill on investment as of the appointed date of merger* (50,600,000)
Amortization of goodwill on amalgamation and brand asset for the year 31 March
2016 (20,105,506)
Amalgamation adjustment (16,586,429)
* Impairment to the extent of provision for diminution in investment is recorded

45. On 8 March 2018, The Board of the Company has approved the scheme of amalgamation/ arrangement for the
amalgamation of USA Univquest Private Limited (transferor company) and Times A & M (India) Limited
(transferor company) with the Company (transferee company) with appointed date being 1 April 2017. All three
Companies jointly filed amalgamation/ arrangement petition before the National Company Law Tribunal at New
Delhi during the year. The order for approval of the said Scheme from the National Company Law Tribunal is
awaited and hence no effect thereto has been given in the financial statements of the Company.

46. As per Section 135 of the Act, a Company, meeting the applicability threshold, needs to spend at least 2% of its
average net profit for the immediately preceding three financial years on corporate social responsibility (CSR)
activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and
culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural
development projects. A CSR committee has been formed by the Company as per the Act.

a) Gross amount required to be spent by the Company during the year is Rs. 1,948,413 (previous year Rs.
2,497,101).
b) Amount spent during the year is Rs. 9,000,000 (previous year Rs. nil)

47. As per Section 177 (2), the Audit Committee should consist of a minimum of three directors with independent
director forming a majority. On 31 December 2017 one independent director has resigned from the Audit
Committee resulting in default under section 177(2) with respect to constitution of the Audit Committee. The
Company is in process of finanlising the independent directors to make the default good. The Board of Directors
has approved the financial statements as per the power conferred under Section 179(3)(g) of the Act.

48. Advance received from students Rs. 1,774,683,725 (previous year Rs. 2,385,270,792) represents fee received
from students against the services to be provided by the Company to the students in future.

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

49. Previous year figures have been re-grouped /re-arranged wherever necessary to make them comparable with
those of the current year.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants

Neeraj Goel D.K.Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN No. 01449629 DIN No. 02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
 Independent Auditor’s Report

To the Members of FIITJEE Limited

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of FIITJEE Limited (‘the
Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred
to as ‘the Group’), which comprise the Consolidated Balance Sheet as at 31 March 2018, the
Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the
year then ended, and a summary of the significant accounting policies and other explanatory
information.

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these
consolidated financial statements in terms of the requirements of the Companies Act, 2013 (‘the
Act’) that give a true and fair view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in accordance with the accounting
principles generally accepted in India, including the Accounting Standards prescribed under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The
Holding Company’s Board of Directors and the respective Board of Directors/management of the
subsidiaries included in the Group, are responsible for the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
Further, in terms of the provisions of the Act, the respective Board of Directors/management of
the companies included in the Group, covered under the Act are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error. These financial statements have been
used for the purpose of preparation of the consolidated financial statements by the Directors of the
Holding Company, as aforesaid.
 Auditor’s Responsibility

3. Our responsibility is to express an opinion on these consolidated financial statements based on

our audit.

4. While conducting the audit, we have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in the audit report under
the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether these consolidated financial
statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the consolidated financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant to the Holding Company’s
preparation of the consolidated financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating
the overall presentation of the consolidated financial statements.

7. We believe that the audit evidence obtained by us and the audit evidence obtained by the other
auditors in terms of their reports referred to in paragraph 9 of the Other Matter paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on these consolidated
financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us
and based on the consideration of the reports of the other auditors on separate financial
statements and on the other financial information of the subsidiaries, the aforesaid consolidated
financial statements give the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of
the consolidated state of affairs of the Group, as at 31 March 2018, and their consolidated loss and
their consolidated cash flows for the year ended on that date.

Other Matter

9. (a) We did not audit the financial statements of two subsidiaries, whose financial statements reflect
total assets of Rs. 18,965,333 and net liabilities of Rs. 6,261,489 as at 31 March 2018, total revenues
of Rs. 61,374,709 and net cash outflows amounting to Rs. 5,628,391 for the year ended on that date,
as considered in the consolidated financial statements. These financial statements have been audited
by other auditors whose reports have been furnished to us by the management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and disclosures included
in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act,
in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Further, of these subsidiaries, one subsidiary is located outside India whose financial statements and
other financial information have been prepared in accordance with accounting principles generally
accepted in their respective countries and which have been audited by other auditor under generally
accepted auditing standards applicable in the respective country. The Holding Company’s
 management has converted the financial statements of such subsidiary, located outside India from
accounting principles generally accepted in the respective country to accounting principles generally
accepted in India. We have audited these conversion adjustments made by the Holding Company’s
management. Our opinion in so far as it relates to the balances and affairs of such subsidiary, located
outside India is based on the report of other auditors and the conversion adjustments prepared by
the management of the Holding Company and audited by us.
(b) We did not audit the financial statements of one subsidiary included in the consolidated financial
statements, whose financial statements reflect total assets of Rs. 6,397,610 and net assets of Rs.
6,261,283 as at 31 March 2018, total revenues of Rs. nil and net cash inflows amounting to Rs.
6,397,610 for the year ended on that date, as considered in the consolidated financial statements.
These financial statements are unaudited and have been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of
Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such
unaudited financial statements. In our opinion and according to the information and explanations
given to us by the Management, these financial statements are not material to the Group.

Our opinion above on the consolidated financial statements, and our report on other legal and
regulatory requirements below, are not modified in respect of the above matters with respect to our
reliance on the work done by and the reports of the other auditors and the financial statements /
financial information certified by the management.

Report on Other Legal and Regulatory Requirements

10. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports
of the other auditors on separate financial statements and other financial information of the
subsidiaries, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated
financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors;

c) The consolidated financial statements dealt with by this report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial
statements;

d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 (as amended);

e) On the basis of the written representations received from the directors of the Holding Company
and taken on record by the Board of Directors of the Holding Company and the reports of the
other statutory auditors of its subsidiary companies covered under the Act, none of the directors
of the Group companies are disqualified as on 31 March 2018 from being appointed as a director
in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Holding Company, and its subsidiary companies covered under the Act and the operating
effectiveness of such controls, refer to our separate report in ‘Annexure A’; and
 g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditor’s) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given to us and based on the
consideration of the report of the other auditors on separate financial statements as also the
other financial information of the subsidiaries:

i) the consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group, as detailed in Note 38 to the consolidated
financial statements.

ii) the Group, did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;

iii) there were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Holding Company, and its subsidiary companies covered
under the Act during the year ended 31 March 2018; and

iv) the disclosure requirements relating to holding as well as dealing in specified bank
notes were applicable for the period from 8 November 2016 to 30 December 2016
which are not relevant to these consolidated financial statements. Hence, reporting
under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Neeraj Goel
Partner
Membership No.: 099514

Place: Houston (USA)

Date: 29 August 2018
 Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the consolidated financial statements for the year ended 31 March 2018

Annexure A

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the consolidated financial statements of the FIITJEE Limited (“the
Holding Company”) and its subsidiaries, (the Holding Company and its subsidiaries together referred to
as “the Group”) as of and for the year ended 31 March 2018, we have audited the internal financial
controls over financial reporting (“IFCoFR”) of the Holding Company and its subsidiary companies,
which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Holding Company and its subsidiary companies, which are
companies incorporated in India, are responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting (“the Guidance Note”) issued by the Institute of
Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of the company’s business, including adherence to the Company’s policies,
the safeguarding of the company’s assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the IFCoFR of the Holding Company and its subsidiary
companies as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on
Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent
applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if
such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR
and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other
auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the IFCoFR of the Holding Company and its
subsidiary companies as aforesaid.
 Annexure A to the Independent Auditor’s Report of even date to the members of FIITJEE
Limited on the consolidated financial statements for the year ended 31 March 2018

Meaning of Internal Financial Controls over Financial Reporting

6. A Company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A Company's IFCoFR includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and Directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that
the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in
India, have, in all material respects, adequate internal financial controls over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31 March 2018, based
on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matter

9. We did not audit the IFCoFR in so far as it relates to one subsidiary company, which is company covered
under the Act, whose financial statements reflect total assets of Rs. 284,034 and net liabilities of Rs.
16,765,221 as at 31 March 2018, total revenues of Rs. nil and net cash outflows amounting to Rs. 131,707
for the year ended on that date, as considered in the consolidated financial statements. The IFCoFR in so
far as it relates to such subsidiary company, have been audited by other auditor whose report has been
furnished to us by the management and our report on the adequacy and operating effectiveness of the
IFCoFR for the Holding Company and its subsidiary company, as aforesaid, under Section 143(3)(i) of
the Act in so far as it relates to such subsidiary company is based solely on the report of the auditor of
such company. Our opinion is not modified in respect of this matter with respect to our reliance on the
work done by and on the report of the other auditor.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm Registration No.: 001076N/N500013

Neeraj Goel
Partner
Membership No. 099514

Place: Houston (USA)

Date: 29 August 2018
FIITJEE LIMITED
Consolidated Balance Sheet as at 31 March 2018

Note As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
Equity and liabilities
Shareholders' funds
Share capital 4 425,301,270 425,299,270
Reserves and surplus 5 (128,922,730) 694,692,314
296,378,540 1,119,991,584

Non-current liabilities
Long-term borrowings 6 969,779,912 813,647,274
Other long-term liabilities 7 85,499,270 86,311,564
Long-term provisions 8 509,608,687 189,931,303
1,564,887,869 1,089,890,141

Current liabilities
Short-term borrowings 9 155,099,472 72,792,782
Trade payables 10
payable to micro, small and medium enterprises - -
payable to other than micro, small and medium enterprises 440,985,701 351,359,427
Other current liabilities 11 2,335,125,759 2,816,472,425
Short-term provisions 12 243,788,207 176,699,756
3,174,999,139 3,417,324,390

5,036,265,548 5,627,206,115
Assets
Non-current assets
Property, plant and equipment 13A 1,495,657,668 1,209,605,122
Intangible assets 14 1,719,710 21,935,552
Capital work-in-progress 13B 52,873,593 18,433,838
Goodwill on consolidation 14 569,466,891 569,823,269
Non-current investments 15 - -
Deferred tax assets (net) 16 428,046,526 260,064,230
Long-term loans and advances 17 1,197,575,069 1,009,490,161
Other non-current asset 18 771,472 75,000
3,746,110,929 3,089,427,171
Current assets
Current investments 19 - 1,423,252,964
Inventories 20 13,390,890 8,172,658
Trade receivables 21 109,952,606 54,639,588
Cash and bank balances 22 367,525,961 332,392,864
Short-term loans and advances 23 766,656,171 714,837,352
Other current assets 24 32,628,991 4,483,518
1,290,154,619 2,537,778,944

5,036,265,548 5,627,206,115

The accompanying notes are an integral part of the consolidated financial statements

This is the consolidated balance sheet referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN -02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Consolidated Statement of Profit and Loss for the year ended 31 March 2018

Note Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
Income
Revenue from operations 25 6,169,878,003 5,431,176,228
Other income 26 83,425,184 152,810,008
6,253,303,187 5,583,986,236

Expenses
Cost of material 27 350,214,281 179,873,694
Change in inventories 28 (7,069,294) (2,363,339)
Employee benefit expenses 29 4,302,782,122 3,022,287,015
Finance costs 30 56,505,896 51,925,394
Depreciation and amortisation expense 13-14 264,644,475 228,506,793
Other expenses 31 2,249,862,995 1,961,143,421
7,216,940,475 5,441,372,978

Profit before tax and minority interest (963,637,288) 142,613,258

Tax expense
Current tax (including earlier years) 11,122,407 22,855,536
MAT credit entitlement - (8,003,593)
Deferred tax (credit) /charge (168,105,784) 7,698,122
Profit for the year before minority interest (806,653,911) 120,063,193

Minority interest - 2,572,428

Profit for the year (806,653,911) 117,490,765

Earning per equity share
Basic and diluted (Rs.) 32 (18.97) 2.76

The accompanying notes are an integral part of the consolidated financial statements

This is the consolidated statement of profit and loss referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN -02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Consolidated cash flow statement for the year ended 31 March 2018

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
A. CASH FLOW FROM OPERATING ACTIVITIES:
(Loss)/profit before tax (963,637,289) 140,040,830
Adjustment for :
Depreciation and amortisation 264,644,475 228,506,793
Finance costs 56,505,896 51,925,394
Liabilities/ provisions written back (32,019,627) (68,707,455)
Provision for doubtful advances/receivable 2,209,547 2,094,765
Amount written off - 4,155,556
Interest income (13,132,661) (20,589,871)
Dividend income (23,127,701) (41,618,256)
Diminution in the value of current investment - 1,855,817
Profit on sale of investments (3,395,095) (1,993,107)
Loss on sale of property, plant and equipment (net) 10,677,798 4,961,695
Operating (loss)/profit before working capital changes (701,274,657) 300,632,161
Adjustment for :
Increase in inventories (7,069,294) (2,363,339)
(Increase)/decrease in trade receivables (87,226,015) 218,349,746
Increase in short-term and long-term loans and advances (202,772,171) (50,212,722)
Increase in trade payable 130,015,684 87,501,882
(Decrease)/increase in other current and long-term liabilities (404,258,836) 463,504,296
Increase in short-term and long-term provisions 386,769,317 46,296,975
Cash (used in)/ generated from operating activities (885,815,971) 1,063,708,999
Income taxes paid (55,412,329) (96,209,366)
Net cash (used in)/generated from operating activities (941,228,300) 967,499,633

B. CASH FLOW FROM INVESTING ACTIVITIES:

Interest income received 14,480,636 28,143,532
Dividend received 23,127,701 41,618,256
Purchase of property, plant and equioment and intangibles (includes capital
(532,570,727) (798,179,072)
advance, capital work in progress and creditor for capital good)
Proceeds from sale of property, plant and equioment 4,164,292 1,591,565
Investments in fixed deposits (771,472) (193,699,962)
Redemption of fixed deposits 78,403,997 206,011,184
Loans and advance to related parties (net) 11,118,076 12,432,282
Investments in mutual funds - (4,185,118,256)
Disposal of mutual funds 1,253,012,964 3,801,592,113
Net cash generated from/(used in) investing activities 850,965,466 (1,085,608,358)

(This space has been intentionally left blank)

FIITJEE LIMITED
Consolidated cash flow statement for the year ended 31 March 2018 (cont'd)

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (56,829,053) (57,933,898)
Proceeds from issue of share capital 51,728 -
Proceeds from long-term borrowings 200,000,000 -
Repayment of long-term borrowings (37,831,563) (31,813,756)
Proceeds/(repayment) in short-term borrowings (net) 82,306,690 (162,974,302)
Net cash generated from/(used in) financing activities 187,697,802 (252,721,956)
Net increase/(decrease) in cash and cash equivalents 97,434,967 (370,830,681)
Cash and cash equivalents at the beginning of the year 130,500,820 503,437,785
Less: adjustment on account of disposal of subsidiary in demerger (refer note 44) (6,805,587) -
Exchange fluctuation adjustment 3,952,790 (2,106,284)
Cash and cash equivalents at the end of the year 225,082,990 130,500,820

Notes:
Cash and bank balance (as per note 22 to the financial statements) 367,525,961 332,392,864
Less: Fixed deposits with maturity more than 3 months but less than 12 months 117,625,027 196,029,024
Less: Book overdraft (as per note 11 to the financial statements) 24,817,944 5,863,020
225,082,990 130,500,820

This is the Consolidated cash flow statement referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/N500013

Neeraj Goel D.K. Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN - 01449629 DIN -02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

1. Company information

FIITJEE LIMITED (‘FIITJEE’ or the ‘Company’), a public limited company, together with its subsidiaries
(referred to as ‘the Group’) is primarily engaged in the business of preparing students in their pursuit of
higher education in the field of engineering, by providing coaching classes, test preparation, conducting
examinations and other ancillary services to ensure that students are prepared for the competitive
examinations they aspire for in the field of engineering etc.

2. Basis of consolidation and preparation of consolidated financial statements

i) Basis of accounting
The consolidated financial statements have been prepared in accordance with the generally accepted
accounting principles in India. The Group has prepared consolidated financial statements to comply in all
material respects with the accounting standards as specified under section 133 of Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The consolidated financial
statement have been prepared on a going concern basis under the historical cost convention on accrual
basis in accordance with the generally accepted accounting principles in India. The accounting policies
have been consistently applied by the Group.

All assets and liabilities have been classified as current or non-current, wherever applicable as per the
operating cycle of the Group as per the guidance set-out in the Schedule III to the Companies Act, 2013.

ii) Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its
subsidiaries. The consolidated financial statements of the Group have been prepared in accordance with
Accounting Standard 21 ‘Consolidated Financial Statements’.

The consolidated financial statements include consolidated balance sheet, consolidated statement of profit
and loss, consolidated statement of cash flows and notes to the consolidated financial statements and
explanatory statements that form an integral part thereof. The consolidated financial statements are
presented, to the extent possible, in the same format as that adopted by the parent for standalone financial
statements.

The consolidated financial statements include the financial statements of the Company and all its
subsidiaries, which are more than 50 percent owned or controlled during the year have been accounted
for in accordance with the provisions of Accounting Standard 21 ‘Consolidated Financial Statements’.
Investments in entities that were not more than 50 percent owned or controlled during the year have been
accounted for in accordance with the provisions of Accounting Standard 13 ‘Accounting for Investments’.

The consolidated financial statements have been combined on a line-by-line basis by adding the book
values of like items of assets, liabilities, income and expenses after eliminating intra-group balances/
transactions and resulting elimination of unrealized profits in full. The amounts shown in respect of
reserves comprise the amount of the relevant reserves as per the financial statement of the Company and
its share in the post-acquisition increase in the relevant reserves of the entity to be consolidated.

Minority interest represents the amount of equity attributable to minority shareholders at the date on
which investment in a subsidiary company is made and its share of movements in equity since that date.
Any excess consideration received from minority shareholders of subsidiaries over the amount of equity
attributable to the minority on the date of investment is reflected under Reserves and Surplus.

Notes to the consolidated financial statements, represents notes involving items which are considered
material and are accordingly duly disclosed. Materiality for the purpose is assessed in relation to the
information contained in the consolidated financial statements. Further, additional statutory information
disclosed in separate financial statements of the subsidiary companies and/or the parent having no
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

bearing on the true and fair view of the consolidated financial statements has not been disclosed in the
consolidated financial statements.

3. Significant accounting policies

i) Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities on the date of the financial
statements and the results of operations during the reporting periods. Although these estimates are based
upon management’s knowledge of current events and actions, actual results could differ from those
estimates and revisions, if any, are recognised in the current and future periods.

ii) Revenue recognition

Sale of services
Revenue from aptitude test fee is recognised at the time of registration of student for aptitude test held in
the period.

Revenue from non-refundable admission fee is recognised at the time of enrolment of student.

Revenue from other fees (including tuition fees, other examination fees, infrastructure fees etc) is
recognised over the period of course on the basis of expected number of hours of tuition delivered in
each period.

Revenue from other services is recognised on accrual basis as and when services have been rendered and
certainty of collection is established.

Sale of books
Revenue from sale of books is recognised when books are delivered to students and there is no
uncertainty of collection.

Sale of tablets and accessories

Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the
goods are transferred to the customer and there is no uncertainty on collections, is stated net of taxes and
sales returns.

Management fee
Revenue is recognised as and when the services are rendered and the amount can be measured reliably as
per the terms of contract.

Rental income
Rental income is recognised in the statement of profit and loss on accrual basis in accordance with the
terms of respective lease agreements.

Interest
Interest income from deposits is recognised on a time proportionate basis taking into account amount
outstanding and the rate applicable.

Dividend income
Dividend income is recognized when the right to receive is established by the reporting date.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

iii) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Leasehold improvements represent the direct costs incurred on refurbishments of the leased premises.

iv) Intangibles

Intangible asset is recognised, where it is probable that the future economic benefits attributable to the
asset will flow to the company and where its cost can be reliably measured. Intangible assets are stated at
the consideration paid for acquisition less accumulated amortisation.

v) Capital work in progress

Capital work in progress includes the cost of property, plant and equipment that are not ready for the
intended use at the balance sheet date.

vi) Goodwill on consolidation

The difference between the cost of investment to the Group in Subsidiary companies and the
proportionate share in equity of the investee company as at the date of acquisition of stake is recognized
in the consolidated financial statements as Goodwill or Capital Reserve, as the case may be.

vii) Depreciation and amortisation

Depreciation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful life prescribed in Schedule II to the Companies Act, 2013, on a pro-rata basis from the date
the asset is ready to use subject to adjustments arising out of transitional provisions of Schedule II to the
Companies Act 2013.

Softwares are being amortised, using the straight-line method, over the estimated useful life of 3 years.

Leasehold improvements are amortised over lease term or estimated useful life whichever is shorter.

Goodwill is being amortised, using the straight-line method, over the estimated useful life of 3 years.

Brand asset is being amortised, using the straight-line method, over the estimated useful life of 3 years

Customer relationship is being amortised, using the straight-line method, over the estimated useful life of
5 years.

viii) Inventories

Inventories are valued at lower of cost or net realisable value. Cost includes freight and other related
incidental expenses net of recoverable duties and taxes and is arrived at on ‘First in First out’ basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost to
affect the sale.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

ix) Foreign currency transactions

i) Relating to Overseas entities

Indian Rupee (Rs.) is the reporting currency for the Group. However, reporting currencies of certain
non-integral overseas subsidiaries are different from the reporting currency of the Group. The
translation of local currencies into Indian Rupee is performed for assets and liabilities (excluding
share capital, operating reserve and surplus), using the exchange rate as at the reporting date.

Revenues, costs and expenses are translated using weighted-average exchange rate during the
reporting period. Share capital, opening reserves and surplus are carried at historical cost. The
resultant currency translation exchange gain/loss is carried as foreign currency translation reserve
under reserves and surplus. Investments in foreign entities are recorded at the exchange rate
prevailing on the date of making the investment.

Income and expenditure items of integral foreign operations are translated at the monthly average
exchange rate of their respective foreign currencies. Monetary items at the reporting date are
translated using the rates prevailing on the reporting date. Non-monetary assets are reported at the
rates prevailing on the date of the transaction.

ii) Relating to Indian entities

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction. Exchange differences on foreign exchange transactions settled during the year are
recognised in the statement of profit and loss. Monetary items denominated in foreign currency and
outstanding at the balance sheet date are translated at the closing exchange rate as on the date of the
balance sheet, the resultant exchange differences are recognised in the statement of profit and loss.

x) Earnings /(loss) per equity share

Basic earnings /(loss) per share are calculated by dividing the net profit or loss for the year attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. For
the purpose of calculating diluted earnings /(loss) per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.

xi) Taxation

Tax expense comprises current income tax and deferred tax.

Provision for tax comprises current and deferred tax. Current tax is provided for on the taxable profits of
the year at applicable tax rates. Deferred income taxes reflect the impact of current year timing differences
between taxable income and accounting income for the year and reversal of timing differences of earlier
years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at
the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets can
be realised. Deferred tax assets on unabsorbed depreciation and carry forward losses are recognized only
if there is virtual certainty that such deferred tax assets can be realised against future taxable profits.

Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current
tax. The company recognizes MAT credit available as an asset only to the extent there is convincing
evidence that the company will pay normal income tax during the specified period, i.e., the period for
which MAT Credit is allowed to be carried forward. In the year in which the Company recognizes MAT
Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of
Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the
statement of Profit and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does
not have convincing evidence that it will pay normal tax during the sufficient period.

xii) Leases

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, are classified as operating leases. Lease rentals in respect of assets taken on 'operating lease'
are charged to the statement of profit and loss on a straight-line basis over the lease term.

xiii) Employee benefits

Expenses and liabilities in respect of employee benefits are recorded in accordance with Revised
Accounting Standard 15 - Employee Benefits (Revised).

Provident fund
The Group makes contribution to statutory provident fund in accordance with Employees Provident
Fund and (Miscellaneous Provisions) Act, 1952. The plan is a defined contribution plan and contribution
paid or payable is recognised as an expense in the period in which services are rendered by the employee.

Gratuity
Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.

Sincerity

Sincerity is a post-employment benefit and is in the nature of a defined benefit plan. The liability
recognised in the balance sheet in respect of sincerity is the present value of the defined benefit obligation
at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past
service costs. The defined benefit obligation is calculated at the balance sheet date by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
or credited to the statement of profit and loss in the year in which such gains or losses are determined.

Compensated absences
Liability in respect of compensated absences becoming due or expected to be availed within one year
from the balance sheet date is recognised on the basis of undiscounted value of estimated amount
required to be paid or estimated value of benefit expected to be availed by the employees.

Other short-term benefits

Expense in respect of other short-term benefits is recognised on the basis of the amount paid or payable
for the period during which services are rendered by the employee.

Employee stock option plan (ESOP)

Measurement and disclosure of the employee share-based payment plan is done in accordance with the
Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered
Accountant of India. The Group measures compensation cost relating to employee stock options using
the intrinsic value method. Compensation expenses are amortised over the vesting period of the option
on a straight-line basis.
FIITJEE Limited
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

xiv) Impairment of assets

Impairment of goodwill
Goodwill is tested for impairment on an annual basis. If on testing, any impairment exists, the carrying
amount of goodwill is reduced to the extent of any impairment loss and such loss is recognised in the
statement of profit and loss.

Other assets
The Group assesses at each balance sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. If such
recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset
belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the
reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the
balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

xv) Contingent liabilities and provisions

Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Group
not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues disputed and
contested by the Group, contingent liabilities are provided for and disclosed as per original demand
without taking into account any interest or penalty that may accrue thereafter. The Group makes a
provision when there is a present obligation as a result of a past event where the outflow of economic
resources is probable and a reliable estimate of the amount of obligation can be made. Possible future or
present obligations that may but will probably not require outflow of resources or where the same cannot
be reliably estimated, has been made as a contingent liability in the consolidated financial statements.

xvi) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank, Cash in hand
and short-term investments with an original maturity of three months or less.

xvii) Investments

Investments are classified as long-term or current, based on management’s intention at the time of
purchase. Investments that are readily realisable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as long-term investments.

Current investments are stated at lower of cost and fair value determined on an individual investment
basis. Long-term investments are stated at cost net of provision for other than temporary diminution in
their value.

Profit / (loss) on sale of investments is computed with reference to the average cost of the investment.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
4. Share capital
Authorised share capital
58,500,000 (previous year 58,500,000) equity shares of Rs. 10 each 585,000,000 585,000,000
4,000,000 (previous year 4,000,000) series "A" equity shares of Rs. 10 each 40,000,000 40,000,000
100,000 (previous year 100,000) compulsorily convertible preference shares of Rs. 10 each 1,000,000 1,000,000
626,000,000 626,000,000
Issued, subscribed and fully paid up share capital
38,663,770 (previous year 38,663,570) equity shares of Rs.10 each fully paid up 386,637,700 386,635,700
(Out of above- 35,148,700 equity shares have been issued in the year 2008-09 as bonus shares for consideration
other than cash)
3,866,357 (previous year 3,866,357) series "A" equity shares of Rs. 10 each fully paid up 38,663,570 38,663,570
425,301,270 425,299,270

a) Reconciliation of the shares outstanding at the beginning and that at the end of the year
As at As at
31 March 2018 31 March 2017
Equity shares Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Equity shares
Balance as at the beginning of the year 38,663,570 386,635,700 38,663,570 386,635,700
Add: Issued during the year 200 2,000 - -
Balance as at the end of the period 38,663,770 386,637,700 38,663,570 386,635,700
Series "A" equity shares as at the beginning and end of the year 3,866,357 38,663,570 3,866,357 38,663,570
Balance as at the end of the year 42,530,127 425,301,270 42,529,927 425,299,270

b) Details of shareholders holding more than 5% shares in the Company

As at As at
31 March 2018 31 March 2017
Number of shares % holding Number of shares % holding
Name of shareholder

Mr. Dinesh Kumar Goel 27,299,970 64.19% 27,299,970 64.19%

Mr. Kanti Kumar Goyal 4,274,600 10.05% 4,274,600 10.05%
Mrs. Lata Goel 2,325,693 5.47% 2,325,693 5.47%
Matrix Partners India Investment Holdings, LLC
3,866,357 9.09% 3,866,357 9.09%
(Series "A" equity shares)

The above information is furnished as per the shareholder register as at reporting date.

c) Rights/preferences/restrictions attached to equity shares

The Company has only two class of equity shares i. e. "Equity Shares" & "Series A Equity Shares" having a nominal par value of Rs. 10 each. Each holder of equity shares is entitled to one
vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company after setting all liabilities. The
distribution will be in proportion to the number of equity shares held by the shareholders.

The holder(s) of the "Series A Equity Shares" shall be entitled to be paid the entire amount invested by them for the purpose of acquiring any "Series A Equity Shares", and accrued or unpaid
dividend (if declared) in relation to the "Series A Equity Shares" at the time of winding up, prior to any payment by the Company to any other holders of Equity Shares.

d) The Company has not issued any equity shares pursuant to any contract without payment being received in cash, allotted as fully paid up by way of any bonus issues and brought back
during the last five years.

5. Reserves and surplus

Capital reserve 22,167 22,167

Share premium account
Balance as at the beginning of the year 961,330,875 961,330,875
Less: Demerger adjustment (refer note 44) (10,853,304) -
Add: premium on shares issued during the year 49,728
Balance as at the end of the year 950,527,299 961,330,875

Statutory reserve 1,571,640 1,571,640

Foreign currency translation reserve

Balance as at the beginning of the year (186,393) 1,919,891
Add: Adjustment during the year 3,952,790 (2,106,284)
Balance as at the end of the year 3,766,396 (186,393)

Deficit in statement of profit and loss

Balance as at the beginning of the year (268,045,975) (370,132,691)
Add: amalgamation adjustment (refer note 43) - (15,404,049)
Add: Demerger adjustment (refer note 44) (10,110,346) -
Add: (loss) /profit for the year (806,653,911) 117,490,765
Balance as at the end of the year (1,084,810,232) (268,045,975)
(128,922,730) 694,692,314

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018
As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
6. Long-term borrowings

Secured loan
From banks (refer note A below) 408,820,485 245,586,420
From other financials institutions (refer note B below) 22,436,686 23,502,314
Less: Current maturities of long-term borrowing transferred to other current liabilities (refer note 11) (42,231,059) (36,195,260)
389,026,112 232,893,474

Unsecured loan
Loans from related parties
Lata Goel (refer note C below ) 580,753,800 580,753,800
969,779,912 813,647,274

Note (A)
1. Term Loan of Rs. 35 crore secured by the mortgage of personal property and personal guarantee of Mrs. Lata Goel. Balance remaining is repayable by way of 53 equated monthly
instalments of Rs. 4,870,914 each (inclusive of interest @ 9.15% p.a. (previous year 10.10% p.a.)
2. Term loan of Rs. 20 crores repayable by way of 20 quarterly instalments (inclusive of interest @ 1 Year MCLR + 0.80% p.a.) from the date of first disbursement after two years of
moratorium period, term loan is secured as follows:
a). Primary security charge on current assets and fixed assets (excluding land and building) of the company.
b). Collateral security charge on:
(i) Equitable Mortgage of leasehold title over commercial office space in Laxmi nagar, New Delhi
(ii) Equitable Mortgage of leasehold title over property inclusing land and building situated in sector 16, Noida, Gautam Budh Nagar, U.P.
(iii) Equitable Mortgage of the piece and parcel to Tara Apartment in Dhanbad.
(iv) Equitable Mortgage of the property situated at "Hariom Towers" in Ranchi.
(v) Equitable Mortgage of the property situated at BDA zone-II m p nagar, Bhopal
(vi) Equitable Mortgage of the property in Bangalore

Note (B)
Home Loan secured by property at Chennai, balance remaining is repayable by way of 135 equated monthly installments of Rs. 269,255 each (inclusive of interest @ 9.30% p.a. (previous year
9.90% p.a.))

Note (C)
The Company entered into Loan Agreement (with an option to convert into equity shares) with Mrs. Lata Goel for a period of one year on certain terms and conditions, vide agreement dated
4 April 2014. The said agreement was extended twice for an additional period of one year vide Addendum to the Loan Agreement dated 27 March 2015 and 24 March 2016. Subsequently, the
Company has entered into a Structured Debt Agreement vide agreement dated 24 March 2017, wherein the said loan was extended for three years on a long-term basis with a condition that
Company shall convert the said loan into equity shares during the term of the agreement or extended term based on certain pre-conditions. The aforesaid was inadvertently considered, as a
short-term loan payable on demand in the audited financial statement for the financial year ended 31 March 2017. The impact of the same has been considered and now being rectified.
Pursuant to above, previous year balance is also reclassified from short-term to long-term.

7. Other long-term liabilities

Security deposit 8,203,458 8,352,622

Sincerity 999,434 872,592
Rent equalisation reserve 76,296,378 77,086,350
85,499,270 86,311,564

8. Long term-provisions

Provision for gratuity (refer note 35) 308,546,771 188,479,147

Provision for sincerity (refer note 35) 198,803,971 -
Indemnity provision 2,257,945 1,452,156
509,608,687 189,931,303

9. Short-term borrowings

Secured loan
Bank overdraft (refer note A below) 155,099,472 72,792,782
155,099,472 72,792,782

Note A:
1. Axis Bank overdraft facility with overdraft limit of Rs. 9 crores @ 7.10% p.a. (previous year 7.85% p.a.) against axis bank fixed deposit of Rs. 10 crores
2. ICICI Bank overdraft facility with overdraft limit of Rs. 30 crores @ 9% p.a. against security charge as per note 6(A)

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)

10. Trade payables

Payable to micro, small and medium enterprises* - -

Payable other than micro, small and medium enterprises 440,985,701 351,359,427
440,985,701 351,359,427

*Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”) as at 31 March 2018 and 31 March 2017:

Particulars Amount (Rs.) Amount (Rs.)

i) the principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year; Nil Nil
ii) the amount of interest paid by the buyer in terms of section 16, along with the amounts of the payment made to the supplier beyond the Nil Nil
iii) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day Nil Nil
during the year) but without adding the interest specified under this Act;
iv)the amount of interest accrued and remaining unpaid at the end of each accounting year; and Nil Nil
v)the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are Nil Nil
actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23.

The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the
Company. This has been relied upon by the auditors.

11. Other current liabilities

Current maturities of long-term borrowing (refer note 6) 42,231,059 36,195,260

Statutory dues 140,555,578 56,791,838
Income received in advance (refer note 49) 1,823,904,965 2,555,479,096
Creditors for capital goods 151,654,283 63,695,438
Rent equalisation reserve 30,106,748 17,615,786
Retention money 17,225,135 11,119,968
Interest accrued on loan from bank 1,169,373 1,400,244
Guarantee commission payable 2,496,976 2,589,262
Book overdraft 24,817,944 5,863,020
Other liabilities 100,963,698 65,722,513
2,335,125,759 2,816,472,425

12. Short-term provisions

Provision for employee benefits

Provision for gratuity (refer note 35) 31,265,008 25,311,641
Provision for sincerity (refer note 35) 8,101,967 24,974,544
Provision for compensated absences 204,421,232 126,413,571
243,788,207 176,699,756

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

13 (A). Property, plant and equipment

Land Buildings Office and Leasehold Furnitures and Computer Motor Vehicles Total
Particulars electrical improvements fixtures
equipments
Gross block
As at 1 April 2016 - 236,744,458 370,947,416 971,944,453 187,465,977 71,278,206 76,533,111 1,914,913,622

Additions 54,035,400 14,192,539 89,331,689 200,412,702 45,456,564 18,978,169 14,178,910 436,585,973

Disposals/adjustment - - (2,216,451) (12,618,891) (2,095,616) (42,000) (3,371,776) (20,344,734)
As at 31 March 2017 54,035,400 250,936,997 458,062,654 1,159,738,264 230,826,925 90,214,375 87,340,245 2,331,154,861

As at 1 April 2017 54,035,400 250,936,997 458,062,654 1,159,738,264 230,826,925 90,214,375 87,340,245 2,331,154,861
Additions - - 148,767,397 303,125,418 65,139,892 19,899,263 12,045,791 548,977,761
Disposals/adjustment# - - (25,380,450) (1,952,189) (15,088,988) (15,693,152) (4,745,889) (62,860,669)
Demerger adjustment (refer note 44) - - - - (22,372) (38,745) - (61,117)
Inter block transfer## - - 2,135,195 (25,640,468) 21,762,765 1,802,064 - 59,556
Balance as on appointed date transferred in demerger (refer note 44) - - (288,343) (1,238,960) (60,735) (4,286,205) - (5,874,243)
As at 31 March 2018 54,035,400 250,936,997 583,296,453 1,434,032,065 302,557,487 91,897,600 94,640,147 2,811,396,149

Accumulated depreciation
As at 1 April 2016 - 22,312,837 256,223,293 444,372,110 106,724,911 56,910,693 41,136,327 927,680,172
Charge for the year - 4,072,456 56,037,031 110,112,801 19,531,545 8,678,067 9,219,792 207,651,692
Disposals - - (2,105,375) (6,737,976) (1,756,064) (42,000) (3,150,059) (13,791,474)
Exchange difference - - 9,349 - - - - 9,349
As at 31 March 2017 - 26,385,293 310,164,298 547,746,935 124,500,392 65,546,760 47,206,060 1,121,549,739

As at 1 April 2017 - 26,385,293 310,164,298 547,746,935 124,500,392 65,546,760 47,206,060 1,121,549,739

Charge for the year - 5,237,616 57,250,205 131,230,375 27,748,519 11,659,386 10,440,948 243,567,049
Disposals/adjustment# - - (19,118,811) (312,560) (11,191,497) (13,691,194) (3,704,517) (48,018,579)
Demerger adjustment (refer note 44) - - - - (2,198) (3,126) - (5,324)
Inter block transfer## - - 233,738 (14,055,082) 12,378,574 1,504,021 - 61,251
Balance as on appointed date transferred in demerger (refer note 44) - - (23,690) (409,951) (14,800) (967,214) - (1,415,655)
As at 31 March 2018 - 31,622,909 348,505,741 664,199,717 153,418,990 64,048,633 53,942,491 1,315,738,481

Net block
As at 31 March 2017 54,035,400 224,551,704 147,898,356 611,991,329 106,326,533 24,667,615 40,134,185 1,209,605,122
As at 31 March 2018 54,035,400 219,314,088 234,790,712 769,832,348 149,138,497 27,848,967 40,697,656 1,495,657,668

(B) Capital work in progress

As at 31 March 2017 18,433,838
As at 31 March 2018 52,873,593

#pertains to assets discarded and depreciation written back, on account of assets missing in the physical verification.
##pertains to assets reclassified within blocks on account of physical verification.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

14. Intangibles

Software Brand Goodwill on Total Goodwill on

Particulars amalgamation consolidation
##
Gross block
As at 1 April 2016 127,653,827 - - 127,653,827 318,953,442

Impact of merger - 393,173 110,523,338 110,916,511 -

Additions 1,181,638 - - 1,181,638 309,408,655
As at 31 March 2017 128,835,465 393,173 110,523,338 239,751,976 628,362,098

As at 1 April 2017 128,835,465 393,173 110,523,338 239,751,976 628,362,098

Additions 982,398 - - 982,398 -
Demerger adjustment (refer note 44) (37,800) - - (37,800) (356,379)
Inter block transfer# (59,556) - - (59,556) -
Balance as on appointed date transferred in demerger (refer note 44) (167,320) - - (167,320) -
As at 31 March 2018 129,553,187 393,173 110,523,338 240,469,698 628,005,719

Accumulated amortisation
As at 1 April 2016 126,255,819 - - 126,255,819 -
Impact of merger - 131,058 70,574,446 70,705,504 -
Charge for the year 760,728 119,927 19,974,446 20,855,101 -
Impairment of goodwill - - - - 58,538,828
As at 31 March 2017 127,016,547 250,985 90,548,892 217,816,424 58,538,828

As at 1 April 2017 127,016,547 250,985 90,548,892 217,816,424 58,538,828

Charge for the year 960,792 142,188 19,974,446 21,077,426 -
Demerger adjustment (refer note 44) (8,723) - - (8,723) -
Inter block transfer# (61,251) - - (61,251) -
Balance as on appointed date transferred in demerger (refer note 44) (73,888) - - (73,888) -
As at 31 March 2018 127,833,477 393,173 110,523,338 238,749,988 58,538,828

Net block
As at 31 March 2017 1,818,918 142,188 19,974,446 21,935,552 569,823,269
As at 31 March 2018 1,719,710 - - 1,719,710 569,466,891

#pertains to assets reclassified within blocks on account of physical verification.

## as stated in note 43(e) the amount represents the impairment and amortisation of goodwill on amalgamation during the financial year 2015-16.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
15. Non-current investments
Long-term investment in equity instruments
Number of shares Amount (Rs.) Number of shares Amount (Rs.)
Non-trade investment (quoted) at cost*
M. M. Softek Limited** 10,200 1,418,507 10,200 1,418,507
Less: Provision for other than temporary diminution in value of investment (1,418,507) (1,418,507)
- - - -

Aggregate amount of quoted investments at cost 1,418,507 1,418,507

Aggregate provision for diminution in value of investments 1,418,507 1,418,507

* Equity shares of Rs. 10 each, unless otherwise stated.

** Market Value of the Quoted Investments as on 31 March 2018 is Nil

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)
16. Deferred tax assets (net)

Deferred tax liability on account of:

Timing difference on depreciation and amortisation 174,152 3,208
174,152 3,208
Deferred tax assets on account of:
On employee benefit expenses 185,186,936 80,309,910
Rent equalisation reserve 36,654,498 32,607,427
Provision for doubtful advances/receivables 113,587,612 113,137,873
Timing difference on depreciation and amortisation 92,791,632 34,012,228
428,220,678 260,067,438
428,046,526 260,064,230

17. Long-term loans and advances

(Unsecured considered good, unless otherwise stated)

Unsecured, considered good

Prepaid taxes recoverable (net of provisions) 499,950,210 463,680,399
Minimum alternate tax credit entitlement 49,971,360 41,951,249
Recoverable from Income tax department (refer note A below) 67,700,000 -
Advance to related parties* 193,282,660 218,272,219
Advance to staff 3,000,000 3,000,000
Security deposits 266,080,019 201,521,511
Amount given towards share capital, pending share transfer (refer note 38) 21,900,000 21,900,000
Capital advances 95,690,820 59,164,783
1,197,575,069 1,009,490,161
Unsecured, considered doubtful
Advance to related parties* 202,176,098 202,176,098
Security deposits 15,943,040 12,831,633
Capital advances 6,384,307 6,384,307
Service tax receivable 55,950,610 55,950,610
280,454,055 277,342,648
Less: provision for doubtful advance (280,454,055) (277,342,648)
1,197,575,069 1,009,490,161
* refer note 37

Note A:
Pursuant to the disputed tax demand of Mrs. Lata Goel for the assessment year 2011-12, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT') issued notice under
section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company in relation to Structured Debt. The Company replied to notice, stating the fact that no sum in relation to
such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of Structured Debt Agreement dated 24 March 2017. The ACIT illegally treated the Company as
garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current account of the Company maintained with Axis Bank in relation to Structured Debt.
Based on independent legal advice, the management of the Company is of the sanguine belief that the aforesaid amount would be recovered from the Income-tax department. The Company
is in the process of taking necessary legal action for recovering the said amount from Income-tax department. In case of non-recovery, this amount shall be adjusted against the loan from
Mrs. Lata Goel

18. Other non-current asset

Fixed deposit with maturity more than 12 months* (refer note 22) 771,472 75,000
771,472 75,000
* previous year amount of Rs. 75,000 represents lien with Kerala VAT department against registration

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

As at As at
31 March 2018 31 March 2017
(Rs.) (Rs.)

19. Current investments

Investment in mutual fund (quoted)*

Nil (Previous year 506,455) units of Birla Sun Life Saving Fund Collection - 50,796,046
Nil (Previous year 3,998,410) units of DHFL Pramerica Low Duration Fund (Liquid Plus Fund) - 40,092,454
Nil (Previous year 493,307) units of ICICI Prudential Short Term Fund - Direct Growth - 16,446,000
Nil (Previous year 675,176) units of ICICI Prudential Saving Fund - DD - 68,135,622
Nil (Previous year 2,532,778) units of ICICI Prudential Ultra Short Term Fund - 25,597,263
Nil (Previous year 2,408,286) units of Birla Sun Life Floting Rate Term Plan - 241,772,163
Nil (Previous year 79,231) units of Kotak Low Duration Fund - Direct Growth Option - 160,000,000
Nil (Previous year 11,537,821) units of JM Financial High Liquidity Fund Scheme - 120,341,777
Nil (Previous year 69,559,818) units of Franklin Templeton Ultra Short Bond Fund - 700,071,639
- 1,423,252,964
Aggregate amount and market value of quoted investments - 1,424,992,895
* stated at lower of cost and fair value determined on an individual investment basis

20. Inventories
(Valued at lower of cost or net realisable value)

Books and courseware 5,392,106 1,564,758

Tablets and accessories - 1,851,062
Others 7,998,784 4,756,838
13,390,890 8,172,658
21. Trade receivables

Outstanding for more than six months from the date they became due for payment :
Unsecured, considered doubtful 30,510,552 35,431,075
Unsecured, considered good 4,888,264 2,320,212

Others
Unsecured, considered good 105,064,342 52,319,376
140,463,158 90,070,663
Less: Provision for doubtful receivables (30,510,552) (35,431,075)
109,952,606 54,639,588
22. Cash and bank balances

Cash and cash equivalents

Cash in hand 1,142,818 1,502,232
Cheques/drafts in hand 100 200
Balances with banks
In current accounts with scheduled banks 120,008,733 128,120,552
Fixed deposits with maturity of less than 3 months 128,749,282 6,740,856
249,900,933 136,363,840
Other bank balances
Fixed deposits with maturity of more than 3 months and less than 12 months 117,625,027 196,029,024
Fixed deposit with maturity of more than 12 months 771,472 75,000
368,297,433 332,467,864
Less: Fixed deposit with maturity of more than 12 months classified as other non-current asset (refer note 18) (771,472) (75,000)
367,525,961 332,392,864

23. Short-term loans and advances

(Unsecured, considered good, unless otherwise stated)

Loans and advances recoverable in cash or in kind or for value to be received

Advance to related parties (refer note 37) 29,862,993 15,991,510
Advance to others (considered doubtful Rs. 2,342,891 , previous year Rs. 2,342,891) 633,470,999 621,808,260
Advances to staff (considered doubtful Rs. 6,042,935 , previous year Rs. 6,042,935) 15,571,823 10,501,874
Prepaid expenses 11,147,367 12,519,458
Advance to suppliers 22,986,054 19,611,993
Cenvat recoverable 62,002,761 42,790,083
775,041,997 723,223,178
Less: Provision for doubtful advance (8,385,826) (8,385,826)
766,656,171 714,837,352

24. Other current assets

Interest receivable 3,101,897 4,483,518

Unbilled receivables 29,527,094 -
32,628,991 4,483,518

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
25. Revenue from operations

Operating revenue
Tuition fees (net of scholarship) 2,892,570,596 2,991,797,439
Admission fees 2,480,438,761 1,624,277,671
Sale of books 545,606,801 569,320,573
Aptitude fees 55,193,345 49,234,320
Revenue from non class room programmes 36,489,517 56,961,598
Sale of tablet and accessories - 80,891,135
Management fees 120,175,075 42,640,213
Other services 5,857,618 2,661,822
6,136,331,713 5,417,784,771
Other operating revenue
Admin charges 12,054,537 13,391,457
Business support income 21,491,753 -
33,546,290 13,391,457
6,169,878,003 5,431,176,228
26. Other income
Rental income 10,014,818 9,792,135
Interest income 13,132,661 20,589,871
Dividend income 23,127,701 41,618,256
Liabilities/ provisions written back 32,019,627 68,707,455
Profit on sale on mutual fund 3,395,095 1,993,107
Miscellaneous income 1,735,282 10,109,184
83,425,184 152,810,008

27. Cost of material

Cost of books and courseware 350,214,281 114,027,354
Purchase of tablets and accessories - 65,846,340
350,214,281 179,873,694

28. Change in inventories

Opening stock
Books and courseware 1,564,758 2,808,564
Tablets and accessories 1,851,062 -
Others 4,756,838 3,000,755
Less: demerger adjustment (refer note 44) (1,851,062) -
6,321,596 5,809,319
Closing stock
Books and courseware 5,392,106 1,564,758
Tablets and accessories - 1,851,062
Others 7,998,784 4,756,838
13,390,890 8,172,658
(7,069,294) (2,363,339)

29. Employee benefit expenses

Salaries and wages* 3,771,526,123 2,644,351,075

Contribution to provident and other funds 79,439,610 68,866,375
Staff welfare 451,816,389 309,069,565
4,302,782,122 3,022,287,015

*includes prior period expense amounting to Rs. 139,414,529

30. Finance cost

Interest on
Term loan 29,038,773 31,010,755
Cash credit limit 11,237,367 872,933
Loan from related parties - 36,082
Others 1,360,988 6,918,807
Other borrowing cost
Processing fee 3,505,750 25,725
Guarantee commission to related party 11,363,018 13,061,092
56,505,896 51,925,394

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended 31 March 2018

Year ended Year ended

31 March 2018 31 March 2017
(Rs.) (Rs.)
31. Other expenses

Power and fuel 147,260,541 118,644,104

Rent (refer note 40) 541,215,648 424,801,465
Insurance 21,961,834 17,254,657
Rates and taxes 12,217,428 36,950,736
Repair and maintenance
Building 16,286,200 13,648,876
Machinery 22,570,891 21,770,695
Others 23,089,330 19,088,500
Advertisement 220,129,429 388,228,502
Business promotion 331,077,365 266,131,738
Photocopy and stationery 76,850,579 72,465,723
Test conduction expenses 87,149,358 36,710,179
Security charges 82,348,964 56,847,288
Housekeeping services 119,293,396 80,877,335
Travelling and conveyance 55,767,278 31,376,874
Communication charges 32,826,420 28,713,018
Vehicle expenses 115,428,243 68,157,486
Legal and professional charges 126,153,569 125,119,391
Membership and subscription 528,144 860,838
Website charges 5,828,438 9,778,271
Loss on sale of property, plant and equipment (net) 10,677,798 4,961,695
Water charges 7,481,755 5,482,985
Postage and courier expenses 32,126,576 22,043,469
Directors' sitting fee 4,200,000 5,600,000
Amount written off - 4,155,556
Provision for doubtful advances/ receivables (net) 2,209,547 2,094,765
Diminution in the value of current investment - 1,855,817
Bank charges 1,159,065 1,280,812
Books and periodicals 125,914,781 74,628,379
Donation 10,361,100 5,031,000
Miscellaneous expenses 17,749,318 16,583,267
2,249,862,995 1,961,143,421

32. Earnings /(loss) per share

(Loss) /earning attributable to equity shareholders (806,653,911) 117,490,765

Total number of equity shares outstanding at the beginning of the year (refer note 4) 42,529,927 42,529,927
Total number of equity shares outstanding at the end of the year (refer note 4) 42,530,127 42,529,927
Weighted average number of equity shares during the year 42,529,927 42,529,927
Nominal value of each equity share (Rs.) 10 10

Basic (loss) /earnings per share to series "A" equity shareholder and equity shareholder (Rs.) (18.97) 2.76
Diluted (loss) /earnings per share to series "A" equity shareholder and equity shareholder (Rs.)* (18.97) 2.76

* The Company being unlisted company, market value of employee stock options are not available with the Company at the closing date and also considering employee stock options are
insignificant in amount the same has not been considered for the computation of diluted earnings per share.

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

33. Accounting standard 17 “Segment reporting” of the Companies (Accounting Standards) Rules, 2014 requires
the group to disclose certain information about operating segments. The group is primarily engaged in the
business of conducting coaching classes, test preparation classes, mock tests and providing course material
for engineering entrance examinations and other competitive examinations, which is considered to be the
only reportable business segment. Further, the group is primarily operating in India which is considered as a
single geographical segment.

34. Capital commitments

a) Estimated amount of contracts remaining to be executed on capital account and other commitments not
provided for:

(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Capital commitment (net of advances) 137,563,881 64,200,789

b) The Company has undertaken to provide continued financial support to its related parties as and when
required.

35. Employee benefits

A) Defined benefit plan

Gratuity

Amount recognised as expenses in the consolidated statement of profit and loss is determined
under:
(Amount in Rs.)
Description Year ended Year ended
31 March 2018 31 March 2017
Current service cost 45,105,290 36,963,686
Past service cost (Vested employees) 53,072,491 -
Past service cost (Un-vested employees) 774 -
Interest cost 18,229,255 15,412,971
Expected return on plan assets (33,706) (33,924)
Actuarial loss/(gain) recognised during the year 22,816,765 (17,884,303)
Amount recognised in the statement of profit and loss 139,190,869 34,458,430

Movement in present value of defined benefit obligation:

(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Present value of obligation as at the beginning of the year 214,212,414 191,987,052
Opening balance of merged company - 677,572
Acquisition/slump sale adjustment (949,759) -
Current service cost 45,105,290 36,963,686
Past service cost (Vested employees) 53,072,491 -
Past service cost (Un-vested employees) 282,836 -
Interest cost 18,229,253 15,412,971
Actuarial loss/(gain) recognised during the year 22,816,765 (17,884,303)
Benefits paid (12,220,117) (12,944,564)
Present value of obligation as at the end of the year 340,549,173 214,212,414
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Movement in fair value of plan assets is as under:

(Amount in Rs.)
As at As at
Description 31 March 2018 31 March 2017
Fair value of plan assets as at the beginning 421,626 -
Opening balance of merged company - 387,702
Expected return on plan assets 33,706 33,924
Fair value of the plan assets as at the end of the year 455,332 421,626

Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Present value of defined benefit obligation 340,549,173 214,212,414
Fair value of plan assets (455,332) (421,626)
Unreognized past service cost 282,062 -
Liability recognised in balance sheet 339,811,779 213,790,788

Break-up of present value of defined benefit obligation as at the end of the year:
(Amount in Rs.)
Description As at As at
31 March 2018 31 March 2017
Current liability 31,265,008 25,311,641
Non-current liability 308,546,771 188,479,147
Total 339,811,779 213,790,788

For determination of the gratuity liability of the group, the following actuarial assumptions were used:
(Value in %)
Description As at As at
31 March 2018 31 March 2017
Discount rate 7.80% 7.50%
Rate of increase in compensation levels 5.50% 5.50%
Expected rate of returns on plan assets (per annum) 8.00% 8.00%

(This space has been intentionally left blank)

 FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Reconciliation of fair value of assets and obligations for the current and past years:
(Amount in Rs.)
S. No. Description 31 March 31 March 31 March 31 March 31 March
2018 2017 2016 2015 2014
a) Present value of
obligation as at the 340,549,173 214,212,414 192,664,623 105,836,177 92,287,747
end of period
b) Fair value of plan
assets at the end of 455,332 421,626 387,702 357,824 -
the period
c) Experience
adjustment on plan (39,298,186) 669,173 (25,206,899) 22,971,585 (10,607,349)
Liabilities (loss) / gain
d) Experience -
adjustment on plan - - (1,521) -
Assets (loss) / gain

B) Sincerity

Amount recognised as expenses in the Statement of Profit and Loss is determined as under:
(Amount in Rs.)
Year ended
Description 31 March 2018
Past service cost 15,933,097
Current service cost 64,875,352
Interest cost 12,320,432
Actuarial (gain) recognised during the year (24,135,140)u
Amount recognised in the statement of profit and loss 68,993,741

Movement in present value of defined benefit obligation:

(Amount in Rs.)
As at
Description 31 March 2018
Present value of obligation as at the beginning of the year 164,389,073
Past service cost 15,933,097
Current service cost 64,875,352u
Interest cost 12,320,432
Actuarial (gain) recognised during the year (24,135,140)
Benefits paid (26,476,876)
Present value of obligation as at the end of the year 206,905,938

Assets and liabilities recognised in the balance sheet:

(Amount in Rs.)
Description As at
31 March 2018
Present value of defined benefit obligation 206,905,938
Fair value of plan assets -
Liability recognised in balance sheet 206,905,938
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

Break-up of liability as at the end of the year:

(Amount in Rs.)
As at
Particulars
31 March 2018
Current liability 8,101,967
Non-current liability 198,803,971
Total 206,905,938

For determination of the gratuity liability of the Company, the following actuarial assumptions were
used:
(Value in %)
As at
Description
31 March 2018
Discount rate (per annum) 7.80
Assumed rate of accumulation of deducted amount (per annum) 7.50
Probability of achieving performance criteria (per annum) 20.00

C) Contribution to provident fund*

The group’s contribution to provident and other funds during the year is Rs. 69,882,554 (previous year Rs.
59,848,968)

* included in contribution to provident and other funds (refer note 28)

36. Investment in subsidiaries

Consolidation financial statements comprise the financial statements of FIITJEE Limited and its subsidiaries
during the year ended 31 March 2018 are listed below:

Name of Subsidiary Country of Ownership Interest Ownership Interest

Incorporation 31 March 2018 31 March 2017
Times A & M (India) Limited India 100% 100%
FIITJEE India W.L.L. Bahrain Bahrain 100% 100%
FIITJEE Franchise Network Limited India 100% 100%
USA Univquest Private Limited India 100% 100%
Megacosm Cognitions Private Limited India 100% -
FIITJEE UAE Institute Limited* UAE - 100%
Edfora Infotech Private Limited** India - 100%
FIITJEE US Inc.* USA 100% -
* not required to be audited under the Statutory provisions of the country of incorporation
** refer note 44
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

37. Related party disclosures:

“Disclosures in respect of Accounting Standard (AS) – 18 ‘Related party disclosures’, as specified under
Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as
amended):
a) Name of related party and relationship:

Key Management Personnel (KMP)

 Mr. Dinesh Kumar Goel, Chairman and Managing Director
 Mr. Kanti Kumar Goyal, Director
 Mrs. Monila Goel, Director
 Mr. Partha Haldar, Director

Enterprise directly/indirectly under direct control of KMPs at any time during the year (with
whom there were transactions during the current / previous year):

 FIITJEE Foundation for Education Research and Training

 Tetrahedron Educational Academy
 Emmanuel’s Educational Society
 Srikara Educational Society
 Vijetha Educational Society
 Bhargavi Career & Life Trust
 Kartikeya Career & Life Trust
 Bhagwan Nityanand Charitable Trust
 Sri KVR Murthy Charitable Trust
 Mr. Dinesh Kumar Goel (HUF)
 Mr. Kanti Kumar Goyal (HUF)
 FIITJEE Hostel (proprietor Mr. Dinesh Kumar Goel)
 Edfora Edtech Private Limited
 Edfora Infotech Private Limited

Relative of KMPs (with whom there were transactions during the current / previous year):

 Mrs. Lata Goel (Mother of Mr. Dinesh Kumar Goel)

 Ms. Bhargavi Goel (Daughter of Mr. Dinesh Kumar Goel)
 Mr. Kartikeya Goel (Son of Mr. Dinesh Kumar Goel)
 Ms. Mamta Goel (Sister of Mr. Dinesh Kumar Goel)
 Mr. Narendra Kumar Agrawal (Father of Mrs. Monila Goel)
 Mrs. Sarvesh Agrawal (Mother of Mrs. Monila Goel)

Transactions with related parties in the ordinary course of business:

Year ended Year ended

Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Transactions during the year

FIITJEE Foundation for

Advertisement receipts 23,480 500,200
Education Research and Training
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)

Purchase of shares of Times A

Mrs. Monila Goel - 78,128,678
& M (India) Limited
- 18,752,254
Mr. Kanti Kumar Goyal
- 18,752,254
Mr. Kanti Kumar Goyal (HUF)
- 18,752,254
Mr. Dinesh Kumar Goel (HUF)
- 70,175,254
Mrs. Lata Goel
- 60,850,550
Mr. Dinesh Kumar Goel
- 26,568,550
Ms. Bhargavi Goel
- 26,568,550
Mr. Kartikeya Goel

Mrs. Mamta Goel - 17,141

- 4,988,031
Mr. Narendra Kumar Agrawal
- 4,988,031
Mrs. Sarvesh Agrawal

Reimbursement of expenses
Emmanuel’s Educational Society 235,422 161,191
received
Tetrahedron Educational Academy 185,364 152,838

Srikara Educational Society 173,866 138,977

Vijetha Educational Society 13,439 12,462

Edfora Infotech Private Limited 99,015 -

Business support income Edfora Infotech Private Limited 20,253,923 -

Management fee income Edfora Edtech Private Limited 34,687,002 -

FIITJEE Foundation for

Lease rent expenses 20,400,000 20,400,000
Education Research & Training
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Content development expense Emmanuel’s Educational Society 10,000,000 9,500,000
FIITJEE Foundation for
19,000,000 -
Education Research & Training

Fixed asset purchase Edfora Infotech Private Limited 988,665 -

Office expenses Edfora Infotech Private Limited 7,060 -

Guarantee commission paid Mrs. Lata Goel 11,363,018 13,061,092

Interest expense FIITJEE Hostel - 35,728

Mr. Dinesh Kumar Goel - 354

Interest income Emmanuel’s Educational Society 347,327 311,163

Tetrahedron Educational Academy 65,201 255,481

FIITJEE Foundation for

Loan/ advances given 31,930,123
Education Research and Training 37,250,670

Emmanuel’s Educational Society 7,100,000 5,160,000

Tetrahedron Educational Academy 2,200,000 4,150,000

FIITJEE Foundation for

Loan/ advances received back 44,200,000 43,202,808
Education Research and Training
Emmanuel’s Educational Society 7,100,000 6,160,000

Tetrahedron Educational Academy 2,200,000 4,150,000

Loan repaid FIITJEE Hostel - 10,435,000

Mr. Dinesh Kumar Goel - 275,000

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)

Rent income Tetrahedron Educational Academy 4,138,140 6,000,778

Srikara Educational Society 300,000 300,000

Emmanuel’s Educational Society 480,000 425,333

FIITJEE Foundation for
3,284,228 3,066,024
Education Research and Training
Edfora Infotech Private Limited 1,741,306 -

Remuneration paid 110,888,887 99,999,996

Mr. Dinesh Kumar Goel
5,578,240 5,100,000
Mr. Kanti Kumar Goyal
39,213,333 13,080,000
Mrs. Monila Goel
165,600 165,600
Mrs. Mamta Goel
13,269,310 20,026,907
Mr. Partha Haldar
- 4,140,850
Mr. Anil Gupta
Balance at the year end

FIITJEE Foundation for

Trade receivable 2,156,857 2,320,211
Education Research and Training

FIITJEE Foundation for

Loan/ advances receivable 420,458,758 433,448,317
Education Research and Training

Unsecured loan Mrs. Lata Goel (refer note 10) 580,753,800 580,753,800

Security deposit payable Mr. Partha Haldar 199,732 199,732

Advance recoverable in cash or Bhagwan Nityanand Charitable

12,764 12,764
in kind for value to be received Trust
Bhargavi Career & Life Trust 464,760 464,760
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
Year ended Year ended
Nature Name of the entity / KMPs 31 March 2018 31 March 2017
(Rs.) (Rs.)
Kartikeya Career & Life Trust 464,790 464,790

Sri KVR Murthy Charitable Trust 12,580 12,580

Vijetha Educational Society - 12,462

Edfora Infotech Private Limited 2,472,216 -

Guarantee commission payable Mrs. Lata Goel 2,496,976 2,589,262

Rent receivable Tetrahedron Educational Society - 2,024,154

38. Contingent liabilities and other litigations

As at Balance sheet date the following litigation matters are pending at various forums against the group:

Holding Company
 The assessments under Section 153A read with 143(3) of the Income-tax Act 1961, have been made
for assessment year 2007-08 to 2013-14 and a demand of Rs. 74,545,904 (previous year Rs. 74,545,904)
has been raised by the Income Tax Department after adjusting carry forward losses amounting to Rs.
1,184,499,593 (previous year Rs. 1,184,499,593). The Company has filed appeals before CIT (Appeals)
against such assessment orders. During the previous year department has adjusted refund from earlier
years amounting to Rs. 73,109,240 against the above demand.
 The assessment under Section 143(3) of Income-tax Act 1961, have been made for assessment year
2014-15 and a demand of Rs. 174,407,074 (previous year Rs. 174,407,074) has been raised by the
Income Tax Department. The Company has filed an appeal before CIT (Appeals) against such
assessment order. During the year, the Company has paid Rs. 17,500,000 against the above demand.
 The assessment under Section 147 of the Income-tax Act 1961, have been made for assessment year
2010-11 and a demand of Rs. 1,428,230 (previous year Rs. 1,428,230) has been raised by the Income
Tax Department. The matter is pending at Income Tax Appellate Tribunal for adjudication.
 Service tax demand amounting to Rs. 2,100,137 (previous year Rs. 66,363,254) pertaining to period
from 2007- 2008 to 2011-2012 pending at Custom Excise & Service Tax Appellate Tribunal
(CESTAT). The CESTAT has granted stay against the demand.

 Service tax demand amounting to Rs. 1,666,391 (previous year Rs. Nil) pertaining to period from 2007-
2008 to 2012-2013 pending at Commissioner of Central Excise & Service Tax (Appeals).
 Value added tax demand amounting to Rs. 11,099,374 (previous year Rs. 8,562,568) pertaining to
period from 2008-2009 to 2012-2013 under Rajasthan VAT Act, 2003 pending at Appellate Authority
level.
 Entry tax demand under The Rajasthan Entry Tax - Goods Act, 2003 amounting to Rs. 1,632,182
(previous year Rs. 1,632,182) pertaining to period from 2010-2011 to 2015-2016, pending at Appellate
Authority level

Based on the advice from independent tax consultants, the management is confident that the above
demands will not be sustained on completion of appellate proceedings and accordingly, pending the
decision by the appellate authorities, no provision has been made in the financial statement.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

 Consumer complaints filed by ex-students/ their parents and vendors claiming refund of fee and
receivable amounting to Rs. 19,545,814 (previous year Rs. 17,824,931)
 A party filed suit for recovery of lease rental in respect of property at Hyderabad amounting to Rs.
2,789,500 (previous year Rs. 2,789,500). The case is pending at District court.
 Ten ex-employees filed suit for recovery of dues amounting to Rs. 7,442,591 (previous year Rs.
6,621,288)

As at balance sheet date the following legal suits have been filed by the Company:

 A suit has been filed for recovery of advance amounting to Rs. 600,000,000 (previous year Rs.
600,000,000) of M/s. Alert Buildtech Private Limited before the Hon’ble High court of delhi. The
matter is pending in court of law.
 A suit has been filed for recovery of advance amounting to Rs. 10,000,000 (previous year Rs.
10,000,000) of International Public School Limited, Bhopal before the saket court for non
performance of contractual obligations. The matter is pending in court of law.
 During the year, the Assistant Commissioner of Income-tax, Central Circle 6, New Delhi ('ACIT')
issued notice under section 226(3) of the Income-tax Act, 1961 dated 16 March 2018 to the Company
in relation to Structured Debt. The Company replied to notice, stating the fact that no sum in relation
to such Structured Debt was due and payable to Mrs. Lata Goel as per the terms and conditions of
Structured Debt Agreement dated 24 March 2017. The ACIT illegally treated the Company as
garnishee and unlawfully recovered an amount of Rs 67,700,000 on 28 March 2018 from the current
account of the Company maintained with Axis Bank in relation to Structured Debt. The Company is in
the process of taking necessary legal action for recovering the said amount from Income-tax
`department. In case of non-recovery, this amount shall be adjusted against the loan from Mrs. Lata
Goel.

Based on the advice from independent legal consultants, the management of the Company is of the view
that the same is recoverable and no provision has been made in the financial statement.

Subsidiary Company
 The assessments under Section 143 of the Income-tax Act 1961, have been made for assessment
year 2004-2005 to 2005-2006 and a demand of Rs. 9,536,655 (previous year Rs. 11,337,124) has
been raised by the Income Tax Department. The same is pending at Income Tax Appellate
Tribunal. Based on the advice of independent tax consultants, the management is confident that the
above demands will not be sustained on completion of appellate proceedings and accordingly,
pending the decision by the appellate authorities, no provision has been made in the financial
statements.

 Legal suites have been filed by the Company against “Shushree Securities Private Limited” against
recovery of Rs. 21,900,000, as the party failed to provide share certificates of Kartikeya
Infrastructure and Finsec Private Limited. Further, the Company have filed a criminal complaint
against Mr. Aseem Gupta, Director of Sushre Securities Private Limited before Metropolitan
Magistrate, Saket Court for causing cheating and criminal breach of trust by illegally banking the
cheque. Both the cases are pending in court of law as at 31 March 2018.

39. Employee Stock Option Scheme:

The Board of Directors of the Company, at their meeting held on 26 March 2010 had launched an
Employees Stock Option Plan- 2010 (“FIITJEE ESOP 2010”) covering 868,000 (Eight Lac Sixty Eight
Thousand) Stock Options representing an equal number of Equity Shares of face value Rs. 10 each at an
exercise price of Rs. 258.64., The scheme is for all the eligible employees of the Company and its
subsidiaries.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018

The Exercise period of eight years comes into force from the grant date and it is extended by the Board in
its meeting held on 31 March 2018 for a period of 10 years i.e. up to 31 March 2028

The details of the scheme are as under:

Vesting Date Maximum number (percentage) of options that shall vests

12 months from the grant date 20 % (Twenty Percent)
24 months from the grant date 35 % (Thirty Five Percent)
36 months from the grant date 45 % (Forty Five Percent)

Details of outstanding options and the expenses recognized under the employee’s stock option scheme is
as under:

Particulars Year ended 31 Year ended

March 2018 31 March 2017
Number of options outstanding 827,396 868,000
Exercisable at the end of the year 827,396 868,000
Exercise price (Rs. per option) 258.64 258.64
Fair value as on grant date (Rs. per share) 258.64 258.64

40. The group’s significant cancellable leasing arrangement for the year ended 31 March 2018 is in respect of
operating leases for premises. The aggregate lease rentals expenses under operating lease amounting to Rs.
541,215,648 (previous year Rs. 424,801,465) for the year which has been charged to consolidated statement
of profit and loss.
41. Additional information as required by paragraph 2 of the general instructions for preparation of consolidated
financial statements to Schedule III to the Companies Act, 2013.

Name of Entity Net Assets i.e. Total Assets Share in profit or loss
minus Total Liabilities
As % of Amount in Rs. As % of Amount in Rs
consolidated consolidated
net assets profit or loss
Parent
FIITJEE Limited
(97.47%) (288,866,711) 63.60% (513,051,803)
Subsidiaries
Indian
Times A and M (India) Limited
215.96% 640,057,460 24.31% (201,136,827)
FIITJEE Franchise Network
(0.99%) (2,933,257) 0.22% (1,767,694)
Limited
USA Univquest Private Limited
0.10% 282,773 11.93% (96,237,818)
Megacosm Cognitions Private
(24.76%) (73,371,334) 3.44% (27,722,792)
Limited
Foreign
FIITJEE USA Inc.
2.11% 6,261,282 0.03% (228,652)
FIITJEE India W.L.L.
5.04% 14,948,327 (4.15%) 33,491,674
Total
100.00% 296,378,541 100.00% (806,653,910)
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
42. In the opinion of the Board of Directors, current assets, loans and advances have a value on realization in
the ordinary course of the business at least equal to the amounts at which they are stated and provision for
all known liabilities have been made.

43. As regards amalgamation of Stratford Academy Limited (“transferor company”) with FIITJEE Limited
(“transferee company”), during the financial year ended 31 March 2016 the following may be noted: -

a) The Honorable High Court of New Delhi vide its order dated 27 September 2016 approved the
arrangement as embodied in the Scheme of transferor companies with the Company and the same has
been filed with the Registrar of Companies on 16 December 2016. On complying with the requisite
formalities by the Company, the scheme became effective from 1 April 2015 (“the appointed date).
Accordingly, all the assets, rights, powers, liabilities and duties of the transferor companies vested in
the transferee company as a going concern from the appointed date and the transferor companies
without any further act were dissolved without winding up.

b) The transferor company is engaged in the business of preparing students in pursuit of higher education
in the field of engineering by providing coaching classes, test preparation, conduction examinations
and other ancillary services.

c) Pursuant to the Scheme coming into effect, the authorized share capital of transferor companies is
combined with the company and resultantly there is an increase in authorized share capital by Rs.
500,000.

d) Since the amalgamation has been accounted for under the “Purchase” method as prescribed under
Accounting Standard 14 on “Accounting for Amalgamation” of Companies (Accounts) Rules, 2014 (as
amended). Accordingly, the assets and liabilities of transferor companies as of the appointed date have
been taken over at fair values.

Further, as per the scheme profit/loss arising to the transferor companies after the appointed date has
been treated as profit/loss of the transferee company and the same has been adjusted from the
Statement of Profit and Loss.

Particulars Amount (in Rs.)

Assets taken over 34,032,135

Liabilities taken over 93,955,471

Net worth as on 1 April 2015 (59,923,336)

Purchase consideration 50,600,002
Goodwill on amalgamation 110,523,338

e) On the appointed date, adjustment on account of amalgamation is explained below: -

Particulars Amount (in Rs.)

Goodwill on amalgamation 110,523,338
Brand asset acquired 393,173
Impairment of goodwill on investment as of the appointed date of merger* (50,600,002)
Amortization of goodwill on amalgamation and brand asset for the year 31 March 2016 (20,105,502)
Reversal of deferred tax on provision for other than temporary diminution in value of
investment in the shares of the transferor company (17,511,648)
Reversal of deferred tax on of provision for doubtful advance recorded in respect of
loan given to the transferor company (38,103,408)
Amalgamation adjustment (15,404,049)
* Impairment to the extent of provision for diminution in investment is recorded
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
44. With effect from appointed date of 1 April 2017, Tech business (Demerged undertaking) of the Company
demerged into Edfora Edtech Private Limited (the resulting company). Following are key terms of the
scheme and its accounting in the books of the Company: -

a) The National Company Law Tribunal (NCLT) vide its order dated 8 November 2017 approved
the arrangement as embodied in the Scheme of arrangement between the Company, Edfora
Edtech Private Limited (the resulting company) and their respective shareholders and creditors
(“Scheme”) and the same has been filed with the Registrar of Companies on 16 November 2017.
The Scheme is effective from the appointed date of 1 April 2017 (“the appointed date).
Accordingly, all the assets, rights, powers, liabilities and duties of the demerged undertaking
demerged from the Company from the appointed date.

b) The demerged undertaking is engaged in the business of providing software products focused to
empower learning in various domains which includes (but not limited to) academic, health &
spiritual fields. It also includes the domain of online competitive exam preparation, test
assessment, analytics and feedback (including the domain ‘mypat.in’) and also includes activities
of career counselling whether through an online web application or through a dedicated website.

c) Pursuant to the Scheme, the Company derecognised the assets and liabilities of the demerged
undertaking at the respective book values as appearing in the books at the close of the day
immediately preceding the appointed date. The excess of assets over liabilities has been adjusted
with the Securities Premium of the Company.

Particulars Amount in Rs.

Property, plant and equipment and intangibles 4,552,020
Investments 60,000
Loans and advances 22,580,912
Total assets (A) 27,192,932

Total liabilities (B) 16,339,628

Net assets (A-B) 10,853,304

45. Payment to auditors (included in legal and professional charges)

Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
As auditors
Statutory audit fee* 7,475,000 7,050,000
Tax audit fee* 425,000 450,000
* excluding goods and service tax/ service tax and out of pocket expenses

46. On 8 March 2018, the Board of the Company has approved the scheme of amalgamation/ arrangement for
the amalgamation of USA Univquest Private Limited (transferor company) and Times A & M (India)
Limited (transferor company) with the Company (transferee company) with appointed date being 1 April
2017. All three Companies jointly filed amalgamation/ arrangement petition before the National Company
Law Tribunal at New Delhi during the year. The order for approval of the said Scheme from the National
Company Law Tribunal is awaited and hence no effect thereto has been given in the financial statements of
the Company.
FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
47. As per Section 135 of the Act, a Company, meeting the applicability threshold, needs to spend at least 2%
of its average net profit for the immediately preceding three financial years on corporate social
responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition,
promoting education, art and culture, healthcare, destitute care and rehabilitation, environment
sustainability, disaster relief and rural development projects. A CSR committee has been formed by the
Company as per the Act.

a) Gross amount required to be spent by the Company during the year is Rs. 1,948,413 (previous year Rs.
2,497,101).
b) Amount spent during the year is Rs. 9,000,000 (previous year Rs. nil)

48. As per Section 177 (2), the Audit Committee should consist of a minimum of three directors with
independent director forming a majority. On 31 December 2017 one independent director has resigned
from the Audit Committee resulting in default under section 177(2) with respect to constitution of the
Audit Committee. The Company is in process of finanlising the independent directors to make the default
good. The Board of Directors has approved the financial statements as per the power conferred under
Section 179(3)(g) of the Act.

49. Advance received from students Rs. 1,823,904,965 (previous year Rs. 2,555,479,096) represents fee received
from students against the services/goods to be provided by the group to the students in future.

50. Foreign currency transactions:

Earning in foreign currency

Description Year ended Year ended
31 March 2018 31 March 2017
(Rs.) (Rs.)
Management fee 85,488,072 42,640,213
85,488,072 42,640,213

Expenditure in foreign currency

Description Year ended Year ended
31 March 2017 31 March 2016
(Rs.) (Rs.)
Foreign travel 16,211,317 3,337,024
16,211,317 3,337,024

(This space has been intentionally left blank)

FIITJEE LIMITED
Summary of significant accounting policies and other explanatory information for the year ended
31 March 2018
51. Previous year figures have been re-grouped /re-arranged wherever necessary to make them comparable with
those of the current year.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants

Neeraj Goel D.K.Goel Partha Halder

Partner Managing Director Whole-time Director
Membership No.: 099514 DIN No. 01449629 DIN No. 02728905

Place: Houston (USA) Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018 Date: 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place: New Delhi Place: New Delhi

Date: 29 August 2018 Date: 29 August 2018
FIITJEE Limited

Annexure A
Salient features of financial statements of Subsidiaries, associates and joint venture companies as per Companies Act 2013.

Part "A": Subsidiaries

Profit /(loss)
Reporting Share Reserve & Total Turnover / before Provision for Profit /(loss) Proposed % of
Sl. No. Name of subsidiary company currency capital surplus Total Assets Liabilities Investments Total income taxation taxation after taxation dividend shareholding
1 FIITJEE Franchise Network Limited INR 500,000 (17,265,221) 284,034 17,049,255 - - (1,762,982) 4,712 (1,767,694) - 100.00
FIITJEE India WLL INR 2,375,600 8,128,133 18,681,300 8,177,567 61,374,709 2,788,286 - 2,788,286 - 100.00
2 BHD 20,000 41,289 109,004 47,716 - 361,735 16,434 - 16,434 - 100.00
FIITJEE US INC INR 6,433,000 (171,717) 6,397,610 136,328 - - (228,652) - (228,652) - 100.00
3 USD 100,000 (3,551) 98,549 2,100 - - (3,551) - (3,551) - 100.00
4 Megacosm Cognitions Private Limited INR 40,100,000 (73,090,906) 238,118,174 271,109,079 442,844,422 (93,014,249) (19,923,343) (73,090,906) - 100.00
5 Times A & M (India) Limited INR 707,000 215,916,338 235,042,764 18,419,426 - 230,460,481 39,125,520 11,023,826 28,101,694 - 100.00
6 USA Univquest Private Limited INR 100,000 (457,630,459) 48,063,225 505,593,685 - 41,289,258 (149,240,726) - (149,240,726) - 100.00

As on 31 March 2018: 1 BHD=INR 171.381, 1 USD=INR 64.918

The above statement also indicates performance and financial position of each of the subsidiaries.

Part "B": Associates & joint venture companies

There are no associates and joint venture companies

For and on behalf of the Board of Directors

D.K. Goel Partha Halder

Managing Director Whole-time Director
DIN - 01449629 DIN -02728905

Place : New Delhi Place : New Delhi

Date : 29 August 2018 Date : 29 August 2018

Anuradha Aggarwal Rajeev Babbar

Company Secretary Chief Financial Officer

Place : New Delhi Place : New Delhi

Date : 29 August 2018 Date : 29 August 2018