G-237-12-Jetking-Report-12-starting pages · 14 28th ANNUAL REPORT 2011-12 NOTICE NOTICE is hereby given that Twenty Eighth Annual General Meeting of the Members of JETKING INFOTRAIN

28th ANNUAL REPORT 2011-12 13

REGISTRAR AND SHARE TRANSFER AGENTS

Sharex Dynamic (India) Pvt Ltd.Unit-I, Luthra Industrial Premises, Safed Pool,Andheri Kurla Road, Andheri (East)Mumbai-400072.Tel: 28515606, 28515644 Fax-28512885

TRAINING CENTRES

• 401, Bussa Udyog Bhavan Tokersi Jivraj Road, Sewri(W), Mumbai-400 015. Tel: 24156486 / 24156528• 350, Atlantic House, 2nd Floor, Near Lamington Road Police Stn., Grant Road, Mumbai-400007. Tel.: 022-23864710, 23879271, 66341765• Pragati Deep Building, 2nd Floor, Plot No.8, Laxmi Nagar Dist.Centre, Delhi - 110 092. Tel: 22044073 / 22241723• 209, Archana Arcade, IT Complex, 10/3/189 & 190, St.John’s Road, Behind Hotel Ramakrishna, Secunderabad-500 025 Tel: 6316912, 6316913• Neil Rao Towers, Plot No. 118, Road No.3, EPIP First Phase, Off TCS, Whitefield, Bangalore-560 066. Tel.: 41150233 / 41150234 • Elgin Apt.,1st Floor, 1A, Ashutosh Mukherjee Road, Kolkatta-700 020. Tel.:- 3240 1107.• Northern Height Building, 2nd Floor, Block A, 105/28 Bidhan Nagar Road, Near Bidhan Nagar Railway Station, Kolkata – 700 067 Tel.: 033-65481955• Door No. 41, Essar Tower, 1st fl oor, Above Kotak Mahindra Bank, Venkat Narayanan Road, T. Nagar, Chennai-600017 Tel.: 044 42025253 / 54

BOARD OF DIRECTORS

SURESH G.BHARWANIChairman & Managing Director

NANDU G.BHARWANIJoint Managing Director

JITU G.BHARWANIDirector

C.V. RAMANADirector

MEHUL K. KUWADIADirector

ROHIT PURIDirector

BANKERS

Abhyudaya Co-op Bank Ltd.Sewri, Mumbai - 400 015.H.D.F.C. Bank Ltd.,Vikas Marg, Delhi - 110 092.H.D.F.C. Bank Ltd.,Pali Hill, Mumbai - 400 050.Deutsche BankLinking Road, Khar, Mumbai - 400 052

REGISTERED OFFICE

401, Bussa Udyog Bhavan,Tokersi Jivraj Road,Sewri (W), Mumbai-400 015.Tel: 24156486 / 24156528

AUDITOR

Suresh Surana & Associates,Chartered Accountants, Mumbai.

14 28th ANNUAL REPORT 2011-12

NOTICE

NOTICE is hereby given that Twenty Eighth Annual General Meeting of the Members of JETKING INFOTRAIN LIMITED will be held at Hotel Ramee Guest Line, 757, S. V. Road, Khar (West), Mumbai – 400 052, on Tuesday, the 17th day of July, 2012 at 11.30 a.m. to transact the following business:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2012 and the

Profi t & Loss Account for the fi nancial year ended on that date, together with the Reports of the Auditors and Directors thereon.

2. To declare the Final Dividend on Equity Shares.3. To appoint a Director in place of Mr. Suresh G. Bharwani, who retires by rotation and, being eligible, offers

himself for re-appointment.4. To appoint a Director in place of Mr. Jitu G. Bharwani, who retires by rotation and, being eligible, offers

himself for re-appointment.5. To re-appoint M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Auditors of the

Company to hold offi ce from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fi x their remuneration.

SPECIAL BUSINESS:6. To consider and, if thought fi t, to pass, with or without modifi cations(s), the following resolution as a Special

Resolution:“RESOLVED THAT pursuant to Section 314(1B) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to M/s. Sairam & Sundararaman, Chartered Accountants, whose partners are relatives of Mr. C. V. Ramana, Independent Director of the Company, to hold an offi ce or place of profi t in the Company for conducting management audits of Company, own centres and franchise centres of the Company on such professional fee, terms and conditions as set out in the explanatory statement annexed to this notice and that the Board of Directors of the Company be and is hereby authorized to decide / amend their scope of work from time to time.”

7. To consider and, if thought fi t, to pass, with or without modifi cations(s), the following resolution as a Special Resolution:“RESOLVED THAT pursuant to Section 314(1B) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to M/s. Balaji Sundararaman & Co., Chartered Accountants, whose partners are relatives of Mr. C. V. Ramana, Independent Director of the Company, to hold an offi ce or place of profi t in the Company for conducting Service Tax Audit and providing Service Tax Advisory Services to the Company on such professional fee, terms and conditions as set out in the explanatory statement annexed to this notice and that the Board of Directors of the Company be and is hereby authorized to decide / amend their scope of work from time to time.”

By Order of the Board

Sd/-Suresh G. Bharwani

Chairman and Managing DirectorPlace: MumbaiDate: 28th May, 2011

Registered Offi ce:401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai – 400 015


Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE

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

2. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

3. Corporate members are requested to send to the Registered Offi ce of the Company a duly certifi ed copy of the Board Resolution, pursuant to Section 187 of the Companies Act, 1956, authorising their representative to attend and vote at the Annual General Meeting.

4. Members / proxies are requested to bring their duly signed attendance slip to the Meeting.

5. The Explanatory Statement pursuant to Section 173(2) of the Companies Act 1956 is annexed.

6. Members holding shares in the physical form are requested to advice any change in their address to the Company’s Registrar and Share Transfer Agent (R&TA), Sharex Dynamic (India) Pvt. Ltd., Unit – 1, Luthra Ind. Premises, Safed Pool, Andheri – Kurla Road, Andheri (East) Mumbai – 400 072, quoting their folio number. Members holding shares in the electronic form must send the advice about change in their registered address or bank particulars to their respective Depository Participant.

7. Members desiring any information on the Accounts and Operations of the Company are requested to address their queries to the Senior Manager Accounts at the Registered Offi ce of the Company at least 10 days in advance so as to enable the Company to keep the information readily available at the Meeting.

8. In all the correspondence with the Company or with the Share Transfer Agent, members are requested to quote their folio number and, in case the shares are held in the dematerialized form, they must quote their Client ID Number and their DPID Number.

9. The Register of Members and Share Transfer Books of the Company shall remain closed from 16th July, 2012 to 17th July, 2012 (both days inclusive) for determining the names of the members eligible for dividend on equity shares in the Company, if declared at the Annual General Meeting.

10. As part of the green initiatives of Ministry of Corporate Affairs, Members are requested to exercise the option to receive the Annual Report through email and register their email ids with the Company / R&TA or their respective Depository Participant. Any update to such email id should be promptly notifi ed. The Annual Report will be sent only in soft copy to the members, who have already opted for this facility. However, if such Member wants a physical copy of the same, he may write to the Company / R&TA.

11. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred Rs. 222,708 being dividend for the fi nancial year 2004-05, which remain unpaid / unclaimed for a period of 7 years, to Investor Education and Protection Fund (IEPF). Members, who have not so far encashed dividend warrants for the Financial Year ending March 31, 2005 or thereafter, are requested to seek issue of duplicate warrant(s) by writing to the Company’s Registrars and Transfer Agents, Sharex Dynamic (India) Pvt. Ltd, immediately. Members are requested to note that no claims shall lie against the Company or IEPF in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they fi rst became due for payment and no payment shall be made in respect of any such claims.


EXPLANATORY STATEMENTPURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 6:

The Board of Directors at their meeting held on 28th May 2012 considered and approved, subject to the approval of shareholders of the Company, availing of services of M/s. Sairam & Sundararaman, Chartered Accountants to conduct management audits of franchisees of your Company in the Western and Southern Regions of India and of own centres and Head Offi ce with a view to identify and plug sources of revenue leakage.

The management audit would cover the period starting from 1st April 2012 to 31st March 2013. This arrangement shall remain in force initially till 31 March 2013, whereupon it may be renewed for one year at-a-time with mutual consent.

The professional fee, excluding out of pocket expenses, for the management audits of franchisees shall be as under:

a) Rs. 10,000/- per audit cycle per franchisee (for quarterly audits); and

b) Rs. 15,000/- per audit cycle per franchisee (for annual audits).

The professional fee, excluding out of pocket expenses, for the management audits of own centres shall be Rs. 10,000/- per quarter per centre and Rs. 15,000 per month for Head Offi ce.

As of now, out of 47 Franchisees, 14 identifi ed franchisees would be audited quarterly and rest all franchisees would be audited on annual basis. Further, six owned centres of the Company would be audited quarterly.

However, the no. of franchise / owned centres and their audit frequency may vary from time to time with the mutual consent. The aggregate fee would vary accordingly.

It is to be noted that partners of M/s. Sairam & Sundararaman are relatives of Mr. C. V. Ramana, Independent Director of the Company. Hence, pursuant to Section 314(1B) of the Companies Act, 1956, member’s approval vide a Special Resolution is required for holding an offi ce or a place of profi t as mentioned above in the Company by M/s. Sairam & Sundararaman, Chartered Accountants.

None of the Directors other than Mr. C. V. Ramana is concerned or interested in the aforesaid resolution.

The Board of Directors recommends the passing of the resolution envisaged at item no. 6 of the Notice convening the Meeting.

ITEM NO. 7:

The Board of Directors at their meeting held on 28th May 2012 considered and approved, subject to the approval of shareholders of the Company, availing of Service Tax Audit and Service Tax Advisory Services from M/s. Balaji Sundararaman & Co., Chartered Accountants.

The Audit would cover the period starting from 1st April 2012 to 31st March 2013. This arrangement shall remain in force initially till 31st March 2013, whereupon it may be renewed for one year at-a-time with mutual consent.

The professional fee, excluding out of pocket expenses, for the above services shall be Rs. 5,000/ - per month.

It is to be noted that partners of M/s. Balaji Sundararaman & Co. are relatives of Mr. C.V. Ramana, Independent Director of the Company. Hence, pursuant to Section 314(1B) of the Companies Act, 1956, member’s approval vide


a Special Resolution is required for holding an offi ce or place of profi t as mentioned above in the Company by M/s. Balaji Sundararaman & Co, Chartered Accountants.

None of the Directors other than Mr. C. V. Ramana is concerned or interested in the aforesaid resolution.

The Board of Directors recommends the passing of the resolution envisaged at item no. 7 of the Notice convening the Meeting.




Registered Offi ce:401, Bussa Udyog Bhavan,Tokersi Jivraj Road, Sewri (W),Mumbai – 400 015

Details of the Directors seeking appointment / re-appointment at the Annual General Meeting:

Name of the Director Mr. Suresh G. Bharwani Mr. Jitu G. BharwaniDate of Birth 26th August, 1953 26th April, 1958Date of appointment 26th December, 1983 26th December, 1983Qualifi cation B.Com. RSTVSExperience in specifi c functional area 36 36Directorships held in other companies NIL NILChairman / Member of the Committee of the Board of the Company NIL NIL

Chairman / Member of Committee of the Board of other companies NIL NIL

Number of shares held by Non-executive Director NA NA


DIRECTORS’ REPORT

The Members,Jetking Infotrain Limited

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2012:

FINANCIAL RESULTS:(Amount in `)

Particulars Current Year Previous Year

Total Income 347,145,556 409,420,726Profit before Interest, Depreciation and Tax 59,136,295 118,735,324Less: Interest 6,285,882 65,591Profit before Depreciation and Tax 52,850,413 118,669,733Less: Depreciation 17,261,672 19,542,107Profit before Tax 35,588,741 99,127,626Less: Provision for Tax (9,000,000) (31,600,000) Deferred Tax (4,702,118) (121,810)Net Profit After Tax 21,886,623 67,405,816Short Provision for income tax for earlier years Nil (1,337,259)Balance brought forward from previous year 190,885,521 155,418,232Balance available for appropriation 212,772,144 221,486,789AppropriationsInterim Dividend Nil (17,667,000)Proposed Final Dividend (8,833,500) NilTax on Interim Dividend Nil (2,934,268)Tax on Proposed Final Dividend (1,433,015) NilTransfer to General Reserve (1,100,000) (10,000,000)Balance carried to the Balance Sheet 201,405,629 190,885,521Earnings Per Share: Basic (` per share) 3.72 11.22Diluted (` per share) 3.72 11.22

OPERATIONS:

During the financial year under review, the Company earned the Total Income of ̀ 3471.46 lacs as against ̀ 4094.21 lacs in the previous year and the Net Profit After Tax of ` 218.87 lacs as against ` 674.06 lacs in the previous year, decreased by 15.21% and 67.53%, respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provides the strategic direction and detailed analysis on the performance of the Company and future outlook.


DIVIDEND:

Your Directors proposed a final dividend of ` 1.50/- per share on the equity shares of ` 10/- each in the Company for the financial year ended on 31st March 2012 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the approval in the Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognises the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is given in Annexure forming part of this Directors’ Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees for the financial year 2012-2013 to both of these stock exchanges.


DIRECTORS:

Mr. Suresh G. Bharwani and Mr. Jitu G. Bharwani, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Suresh G. Bharwani and Mr. Nandu G. Bharwani were re-appointed at the Board Meeting held on 10th February 2012 as Managing Director and Joint Managing Director for a period of 3 years commencing from 25th February 2012 and subject to approval of Central Government for the remuneration payable to each of them respectively. The Shareholders’ approval to their appointment was obtained by way of postal ballot, the results of which have been declared on 28th May 2012.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2011-12, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continues to be your Company’s most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled your Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and Members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to your Company.




Registered Office:401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai – 400 015


ANNEXURE TO DIRECTORS’ REPORT

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

(i) Foreign Exchange Earnings : ` 2,415,226/-(ii) Foreign Exchange Outgo : ` 5,184,677/-




Registered Office:401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai – 400 015


CORPORATE GOVERNANCE REPORT

I. PHILOSOPHY ON CORPORATE GOVERNANCE

The Corporate Governance philosophy of your Company is based on the belief that the transparency, fairness, integrity, compliance with all relevant laws, rules and regulations and meeting social responsibility, a strong and independent Board, provision of equal opportunity in employment, promotion of health, safety and welfare go a long way in preserving trust of various stakeholders, such as shareholders, employees, customers, business partners / vendors and the society at large while maximizing long-term corporate values. The Board of Directors of your Company is committed to the high levels of ethics and integrity in all its business dealings, which avoids the conflicts of interest.

Your Company’s practices relating to the Corporate Governance for the financial year ended 31st March, 2012 are discussed in the following sections.

II. BOARD OF DIRECTORS

Your Company’s Board of Directors comprises of individuals with rich experience and expertise across a range of fields such as finance & accounts, general management, business strategy, etc. Each member of the Board is required to observe integrity, independence, objectivity and diligence in all the matters pertaining to the affairs of your Company.

Composition and category of Directors, attendance at the Board Meetings and the last Annual General Meeting (“AGM”), number of directorships in other companies and number of membership / chairmanship of the Committee of Board of the other public companies, are as under:

Names of the Directors

Category Number of Board Meetings attended during the year 2011-12

Whether attended last AGM held on

15th July, 2011

Number of Directorships in other companies

Number of Committee positions held in other

public companies

Held Attended Public Private Member Chairman

Mr. Suresh G. Bharwani

Promoter, Executive

6 6 YES - - - -

Mr. Nandu G. Bharwani

Promoter, Executive

6 6 YES - - - -

Mr. Jitu G. Bharwani

Promoter, Non-Executive

6 1 NO - - - -

Mr. C. V. Ramana

Independent 6 5 YES 1 - 2 2

Mr. Mehul K. Kuwadia

Independent 6 6 YES - - - -

Mr. Rohit R. Puri

Independent 6 5 YES 1 - - -

Note:

1. Independent Director means a Director defined as such under Clause 49 of the Listing Agreement.

2. Only two committees viz., Audit Committee and the Shareholders’ / Investors’ Grievance Committee are considered.


6 Board Meetings were held during the financial year 2011-12 on the following dates: 25th May 2011, 10th June 2011, 12th August, 2011, 9th November, 2011, 10th December 2011 and 10th February, 2012.

III. AUDIT COMMITTEE

Your Company has an independent and qualified Audit Committee, which acts as a link between the management, the statutory auditors, the internal auditors and the Board of Directors. The Audit Committee oversees the financial reporting process of the Company.

(a) Composition

The Audit Committee of the Company comprises of three Non-Executive Independent Directors viz., Mr. C. V. Ramana, Mr. Mehul K. Kuwadia and Mr. Rohit Puri. Mr. C. V. Ramana is the Chairman of the Audit Committee.

(b) Meetings and attendance

The Audit Committee of the Company met 4 times during the financial year 2011-12 on: 25th May, 2011, 12th August, 2011, 9th November, 2011 and 10th February, 2012.

The details of the attendance at the Audit Committee Meetings held during the financial year 2011-12 are as follows:

Names of the MembersNumber of Meetings

Held Attended

Mr. C. V. Ramana 4 4

Mr. Mehul K. Kuwadia 4 4

Mr. Rohit Puri 4 4

(c) Terms of reference

The terms of reference of the Audit Committee are as follows:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by

management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report.


5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval

5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

12A. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

IV. REMUNERATION COMMITTEE

Your Company has the qualified Remuneration Committee to determine, the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment.

(a) Composition

The Remuneration Committee of the Company comprises of three Non-Executive Independent Directors viz., Mr. C. V. Ramana, Mr. Mehul K. Kuwadia and Mr. Rohit Puri. Mr. C. V. Ramana is the Chairman of the Remuneration Committee.

(b) Terms of reference

The terms of reference of the Remuneration Committee are as follows:

(i) To approve the Annual Remuneration Plan of the Company.

(ii) To approve the remuneration payable to the Executive Directors.

(iii) Such other matters as the Board may from time to time request the Remuneration Committee to examine and recommend.


(c) Remuneration Policy

The remuneration of the Managing Director and Joint Managing Director are decided by the Remuneration Committee based on criteria such as industry benchmarks, the Company’s performance vis-à-vis the industry, responsibilities shouldered, etc. The Company pays remuneration by way of salary, perquisites, allowances (fixed component) and incentive. The Remuneration Committee decides on the commission and / or incentive remuneration payable to the Managing Director and Joint Managing Director on determination of profits for the financial year, within the ceilings on net profits prescribed under Sections 198 and 309 of the Companies Act, 1956 (the Act).

(d) The Remuneration Committee of the Company met 2 times during the financial year 2011-12 on: 12th August, 2011 and 10th February, 2012.

(e) The details of the attendance at the Remuneration Committee Meetings held during the financial year 2011-12 are as follows:

Names of the MembersNumber of Meetings

Held Attended

Mr. C. V. Ramana 2 2

Mr. Mehul K. Kuwadia 2 2

Mr. Rohit Puri 2 1

(f) Details of remuneration for the financial year 2011-12

(i) Executive Directors

Particulars of remuneration Mr. Suresh G. Bharwani Mr. Nandu G. Bharwani

Basic Salary 65,00,000 77,79,032

Perquisites 8,20,000 1,80,000

Commission 3,00,000 –

Contribution to Provident Fund 7,80,000 9,33,484

Notice Period 3 months 3 months

(ii) Non-executive Directors

Name Sitting Fees Paid Basis of payment No. of shares held

Mr. C. V. Ramana 57,500As per industry

standard

Nil

Mr. Mehul Kuwadia 57,500 750

Mr. Rohit Puri 55,500 Nil

(g) Particulars of pecuniary relationship or transaction of the Non-executive Directors vis-à-vis the Company

Apart from the sitting fees for attending the Meeting of the Board of Directors and Committee of the Board of Directors, no other fee or remuneration was paid to the non-executive directors during the financial year 2011-12. None of the Directors had any transaction with the Company during the said financial year.


V. SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE

The Company has constituted the Shareholders’ / Investors’ Grievance Committee (“SIGC”) of Directors to look into the complaints, requests and grievances of the shareholders / investors and ensures their redressal. SIGC approves and monitors share transfers, transmissions, dematerialisation, rematerialisation, issue of duplicate share certificates, etc.

SIGC comprises of three Non-Executive Independent Directors viz., Mr. C. V. Ramana, Mr. Mehul K. Kuwadia and Mr. Rohit Puri. Mr. C.V. Ramana is the Chairman of SIGC.

The status of the complaints received from the shareholders during the financial year 2011-12 is as follows:

Number of unresolved complaints as on 1st April, 2011 0

Number of complaints received during the fi nancial year 2011-12 4

Number of complaints resolved to the satisfaction of the shareholders 4

Number of pending complaints as on 31st March, 2012 0

Name, designation and address of the Compliance Officer: Mr. Suresh G. Bharwani Chairman and Managing Director 501, Amore Building, Junction of 2nd & 4th Road, Khar (West), Mumbai – 400 052.

VI. GENERAL BODY MEETINGS:

(a) Annual General Meeting

Details of the Meeting Date of Meeting Time of the Meeting

Venue of the Meeting

Annual General Meeting 2008-09

21st July, 2009 11.30 a.m. Hotel Ramee Guest Line, 757, S. V. Road, Khar (West), Mumbai – 400 052


9th July, 2010 12.30 p.m. Hotel Ramee Guest Line, 757, S. V. Road, Khar (West), Mumbai – 400 052


15th July, 2011 12.30 p.m. Hotel Ramee Guest Line, 757, S. V. Road, Khar (West), Mumbai – 400 052

(b) Special Resolutions

At the Annual General Meeting held on 21st July, 2009, Special Resolutions for (i) reappointment of Mr. Suresh G Bharwani as Managing Director for a period of three years commencing from 25th February, 2009; (ii) reappointment of Mr. Nandu G. Bharwani as Joint Managing Director for a period of three years commencing from 25th February, 2009; and, (iii) appointment of Mr. Siddarth Bharwani, relative of Mr. Suresh G. Bharwani, as Media Executive w.e.f. 1st April, 2009, were passed.

At the Annual General Meeting held on 9th July, 2010 no special resolution was passed.

At the Annual General Meeting held on 15th July, 2011 no special resolution was passed.


(c) Postal Ballot

During the financial year 2011-12 no resolution was passed through postal ballot. However, the Company had circulated postal ballot notice in April 2012 seeking shareholders’ approval for the proposed re-appointment of Mr. Suresh G. Bharwani and Mr. Nandu G. Bharwani as Managing Director and Joint Managing Director, respectively. On 28th May 2012, the results of the postal ballot have been declared and both the aforesaid resolutions were passed as Special Resolution with requisite majority.

VII. CODE OF CONDUCT

The Board of Directors of your Company has prescribed a Code of Conduct for all members of the Board and the Senior Management of your Company. The Code of Conduct is available on your Company’s website: http://www.jetkinginfotrain.com.

All the members of the Board and the Senior Management personnel of the Company have confirmed their compliance with the Code of Conduct for the financial year ended 31st March, 2012. A declaration to this effect signed by the Chairman and Managing Director is annexed.

VIII. DISCLOSURES

(i) Related Party Transactions

Other than the transactions entered into in the normal course of business for which the necessary approvals are taken and disclosures made, the Company has not entered into any materially significant transactions with the related parties, i.e., transactions of the Company of material nature, with its promoters, Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large. However, a list of related parties as per the Accounting Standard 18 and the transactions entered into with them is given in the Notes to Accounts annexed to the Balance Sheet as at 31st March, 2012 and Profit & Loss Account of the Company for the financial year ended on that date.

(ii) Non-compliance

There were no non-compliance by the Company during the last three years and hence no penalties and strictures were imposed on the Company by the Stock Exchange or SEBI or any authority on any matter related to capital market during the last three years.

(iii) Whistle Blower Policy

Your Company does not have a Whistle Blower Policy. However, no personnel have been denied access to the Audit Committee.

(iv) Compliance with the mandatory requirements of Clause 49

Your Company has complied with the mandatory requirements of the Clause 49 of the Listing Agreement as applicable to it.

(v) Disclosure of Accounting treatment

The Accounting Standards, laid down by the Institute of Chartered Accountants of India and applicable to the Company, were followed by the Company while preparing the Financial Statements.

(vi) Risk Management

Your Company has a comprehensive risk management policy, which is periodically reviewed by the Board. The Risk Management Policy provides, inter alia, for review of the risk identification, assessment and minimization procedures and informing the Board about the same.

The Risk Management issues are discussed in the Management Discussion and Analysis.


(vii) Management

The Management Discussion and Analysis forms part of the Annual Report and includes various matters specified in Clause 49 of the Listing Agreement. Further, no material transaction has been entered into by the Company with the Senior Management Personnel that may have a potential conflict with the interest of the Company at large. The declarations to this effect have been submitted by all the Senior Management Employees.

IX. CERTIFICATE ON CORPORATE GOVERNANCE

The certificate in respect of compliance with Clause 49 of the Listing Agreement relating to the Corporate Governance is annexed and will be sent to the stock exchanges along with the Annual Report.

X. CEO / CFO CERTIFICATION

The Chairman and Managing Director of the Company gave certification on the Financial Statements and other specified matters for the financial year ended 31st March, 2012, and the same was placed before the Board.

XI. SECRETARIAL AUDIT FOR CAPITAL RECONCILIATION

As stipulated by SEBI, a Secretarial Audit is carried out by an independent Practicing Company Secretary on quarterly basis to confirm reconciliation of the issued and listed capital, shares held in dematerialised and physical mode and status of Register of Members.

XII. MEANS OF COMMUNICATION

(a) The Company’s website http://www.jetkinginfotrain.com consists of “Investor Relation” section which provides comprehensive information to the shareholders.

(b) Quarterly, Half-yearly and Annual Financial results are published in leading English and Marathi daily newspapers, viz., Business Standard and Sakal. The said results are also made available on the abovementioned website of the Company.

(c) The Annual Report of the Company is dispatched to all the shareholders of the Company and is also made available on the abovementioned website of the Company.

(d) The Official Press Release is also available on the website of the Company.

XIII. GENERAL SHAREHOLDER INFORMATIO

1. Annual General Meeting

- Date and Time : 17th July, 2012, 11.30 a.m.

- Venue : Hotel Ramee Guest Line,757, S. V. Road, Khar (West),Mumbai – 400 052

2. Financial Calendar (Tentative)- Financial Reporting for the quarter ending

30th June, 2012- Financial Reporting for the quarter ending

30th September, 2012- Financial Reporting for the quarter ending

31st December, 2012- Financial Reporting for the quarter ending

31st March, 2013

:

:

:

:

End July, 2012

End October, 2012

End January, 2013

End / Mid May, 2013


3. Proposed dividend and Dividend Payment Date

: Your Directors propose a fi nal dividend of ` 1.50/- per share on the equity shares of ` 10/- each for the fi nancial year 2011-12.

4. Listing on Stock Exchanges : The Equity Shares of your Company are listed on –

Bombay Stock Exchange (“BSE”), (i) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 023The Delhi Stock Exchange Ltd. (“DSE”), (ii) DSE House, 3/1, Asaf Ali Road, New Delhi – 110 002

5. Stock Code : BSE Stock Code: 517063DSE: 5435ISIN: INE919C01019

6. Registrar and Share Transfer Agent : Sharex Dynamic (India) Pvt. Ltd., Unit – 1, Luthra Ind. Premises, Safed Pool,Andheri – Kurla Road, Andheri (East),Mumbai – 400 072Tel: 2851 5606 / 2851 5644,Fax: 2851 2885Contact Person– Mr. Shashi KumarEmail: [email protected]

7. Share Transfer System : Trading in the Company’s shares on the Stock Exchanges takes place in electronic form. However, physical shares are normally transferred and returned within 15 days from the date of lodgment provided the requisite documents are in order.

8. Dematerialization of Shares and Liquidity : 92.29% of the outstanding equity shares have been dematerialized as on 31st March, 2012. Trading in equity shares of the Company is permitted only in dematerialized form.

9. Details of use of public funds obtained in last three years

: N.A.

10. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, Conversion Date and likely impact on equity

: Nil


11. Location of Training Centres : (1) 401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai – 400 015 Tel: 2415 6586 / 2415 6528(2) 350, Atlantic House, 2nd Floor, Near Lamington Rd., Police Stn., Grant Road, Mumbai-400007. Tel.: 022-23864710, 23879271, 66341765(3) Pragati Deep Blgd., 2nd Floor, Plot No. 8, Laxmi Nagar Dist Centre, Delhi-110092 Tel.: 011-22059475, 22044073, 22541723, 32954693(4) 209, Archana Arcade, Behind Hotel Ramakrishna, Opp. Rly Reservation Complex, Secunderabad-500025 Tel.: 040-66316912, 66316913(5) Neil Rao Towers, Plot No. 118, Road No. 3, EPIP First Phase, Off TCS, Whitefi eld Road, Bangalore-560066 Tel.: 080-41150233, 41150234(6) Elgin Apartments, 1 A, Ashutosh Mukherjee Road, Above ICICI Bank, Bhawanipore, Kolkata-700020 Tel.: 033-40034601, 40034602, 40034603(7) Northern Height Building, 2nd Floor, Block A, 105/28 Bidhan Nagar Road, Near Bidhan Nagar Railway Station, Kolkata – 700 067 Tel.: 033-65481955(8) Door No. 41, Essar Tower, 1st fl oor, Above Kotak Mahindra Bank, Venkat Narayanan Road, T. Nagar, Chennai-600017 Tel.: 044 42025253 / 54

12. Address for correspondence : 401, Bussa Udyog Bhavan,Tokersi Jivraj Road, Sewri (W),Mumbai – 400 015Tel: 2415 6586 / 2415 6528


13. Stock Price Data

Month Share Price at BSEHigh Low

April 2011 126.90 110.00May 2011 116.85 95.00June 2011 100.00 81.40July 2011 95.95 82.00August 2011 85.00 61.15September 2011 77.65 63.50October 2011 68.90 61.10November 2011 65.30 45.00December 2011 52.55 45.05January 2012 68.35 46.15February 2012 67.95 56.00March 2012 63.45 50.60

14. Share Price Performance

15. Distribution of shareholding as on 31st March, 2012

No. of Equity Shares No. of Shareholders

% of Total Shareholders

No. of Shares % of Total Shares

1 – 500 2774 71.60 360264 6.12501 – 1000 581 15.00 383121 6.511001 – 5000 435 11.23 829982 14.095001 – 10000 43 1.11 303374 5.1510001 – 100000 34 0.88 1097163 18.63100001 and above 7 0.18 2915096 49.50TOTAL 3874 100.00 5889000 100.00


16. Shareholding Pattern as on 31st March, 2012

Category No. of shareholders Voting Strength (%) No. of Shares heldPromoter & Promoter Group 16 43.890 25,84,683Mutual Funds / Banks / Financial Institutions

3 1.411 83,100

FIIs 4 4.381 2,58,015Bodies Corporate 129 3.633 2,13,926Individuals 3650 44.112 25,97,772OCBs & NRIs 67 2.537 1,49,395Clearing Members 5 0.036 2,109TOTAL 3874 100.00 58,89,000

17. Share Transfer / Dematerialisation

Share Transfer requests are generally acted upon within 15 days from the date of receipt. In case, no response is received within 35 days of the lodgment of transfer request, the lodger should immediately write to the Company with full details so that the necessary action could be taken to safeguard the interest of the concerned against any possible loss / interception during postal transit.

Dematerialization requests duly completed in all respects are normally processed within 10 days of their receipts.





CERTIFICATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

This is to certify that in accordance with the requirement of Clause 49(I)(D) of the Listing Agreement, all the

members of the Board and Senior Management Personnel have affi rmed that to the best of their knowledge and

belief, they have complied with the Code of Conduct in respect of the fi nancial year ended on 31st March, 2012.

Sd/-

Suresh G. Bharwani

Chairman & Managing Director

Place: Mumbai

Date: 28th May, 2012


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Members ofJetking Infotrain Limited

We have examined the compliance of conditions of corporate governance by Jetking Infotrain Limited, for the year ended on 31st March, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

FOR SURESH SURANA & ASSOCIATES

Chartered AccountantsFirm Reg. No.: 121750W

Ramesh GuptaPARTNER

Mumbai, 28th May 2012 Membership No. : 102306


MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Developments

India’s vocational education space is in a rapid stride of expansion and innovation. In order to give impetus to gainful employment among youth and to reap maximum benefi t of its rich demographic dividend, there is a lot of focus by the Government of India on skill development through its various initiatives such as National Skill Development Corporation (NSDC), National Vocational Education Qualifi cation Framework (NVEQF) and several other initiatives in different States. The Government has an ambition of training 500 million youth by 2022. The government has also announced certain benefi t in the budget for vocational training institutions.

Amid emerging opportunities primarily emanated through government intervention, Jetking initiated number of proactive steps to tap these opportunities. Your Company bagged its maiden skill development project in the state of Gujarat under Tribal Development Department with a mandate to train 9,000 students over a three year period.

To strengthen its presence in untapped territory and expand its product offerings, your Company is in discussion with National Skill Development Corporation (NSDC) to train 1.87 million students over next ten years period.

II. Opportunities & Threats

Opportunities

Despite the global slowdown, the Indian IT industry remained resilient and surpassed USD 100 billion revenue in 2011-12 from USD 88 billion during previous fi nancial year. This is expected to further expand by 16.1% in 2012-13 leading to a creation of over 200,000 new job opportunities during the year.

Spending by government towards e-governance channeled through the National e-Governance Plan (NeGP) is expected to emerge as the next enabler in driving the IT industry. The massive investment planned towards creating core IT infrastructure across the nation would act as a catalyst towards skilled resource requirement in the future. Jetking as a leading resource provider to the industry is well positioned to reap the benefi ts.

Advent of disruptive technologies such as cloud computing, advances in virtualization and convergence of data centre infrastructures is expected to generate fresh job avenues and will require over 2 million professionals by 2015 to meet the demand in the industry.

To bridge the gap of skilled workforce and increase the employability quotient of the youth, the Government of India is aggressively promoting various skill development programs through central and state funded schemes. The segment can emerge as a major source of revenue for your Company in the coming years.

Threats

With the global economy still reeling under slowdown pressure along with headwinds emerging from Eurozone, specter of de-growth on IT spending is looming on the industry. Disintegration of Euro-zone can trigger reconsideration in IT budgets which could translate into low expenditure thus impacting manpower requirement.

However, huge domestic spending led by the Government towards building core IT infrastructure would insulate the industry from any signifi cant downturn.

III. Product-wise Performance

More than 90% of enrollments during the year were in Jetking’s career courses. Among the career programs,


Jetking Certifi ed Hardware and Networking Engineer (JCHNE) and Jetking Certifi ed Hardware and Networking Professional (JCHNP) constituted major enrollments. Newer products, Masters in Network Administrator (MNA) and Smartgrad targeted towards engineering graduates and other graduates witnessed a rapid rise in enrollments with major demand coming from the Southern region.

The Jetking Do-it-yourself (DIY) Tablet course bundled with its career programs launched in the last year saw good traction drawing a large pool of students.

IV. Outlook

The market over the past couple of years has seen a shift from traditional desktop computing to mobile computing devices. Such a shift calls for shift in the way a student evaluates his / her career today. Our campaign for 2012 carries two fundamental messages:

1. Our successful alumni in the fi eld of networking

2. IT training now powered by digital training

Over the years we have trained a number of students who have made bright careers in the fi eld of IT. However, catering to the niche market, it is essential to feature in the category of networking. All alumni featured in our ads are reached out to students via print, outdoor and the Internet. The old campaign highlights the essence of networking and the positions they have reached in the fi eld of networking. Jetking was a stepping-stone for such alumni and they were happy to endorse Jetking. Through the alumni, we try to build a relationship with the students, as they will be in that position after a few years. The successful alumni also catch the attention of parents of students who understand the importance of careers and not only a job.

Secondly, at Jetking a major part of our target is students from non-technical background. We have constantly evaluated innovative ways to make learning simpler, faster, easier and fi lled with fun. This year we have launched the New JCHNE Cloud, which is an enhanced learning experience enriched with digital technology. An informative route for the campaign is on the way to make the people aware about New JCHNE Cloud. A creative advertorial route will be selected along with information about how to make a career in digital marketing.

V. Risks and concerns

Your Company’s ability to foresee and manage business risks is crucial in achieving favorable results. Rapid technological changes and innovations, the inherent features of the Information technology industry, always pose a constant challenge to organizations providing education and training in IT (“Technology Obsolescence Risk). Besides, business opportunities also bring competition. Your Company is operating in a highly competitive environment (“Competition Risk”). With improved processes and systems, strong brand, your Company endeavours to ensure strong growth and profi tability. The timely availability of skilled and technical personnel is one of the key challenges (“Human Resource Risk”). Your Company maintains healthy and motivating work environment thus, enabling it to retain and recruit skilled work force.

Further, your Company ensures that the risks it assumes are commensurate to the returns. Risk management and mitigation are an integral part of decision making and management at all the levels.

VI. Internal Control and adequacy

Your Company has an effective system of accounting and administrative controls which ensures that all assets are safeguarded and protected against loss, unauthorized use or disposition. Your Company’s well defi ned and documented policy guidelines, responsibility – authority matrix, compliance with the applicable laws aim at timely identifi cation, assessment and management of risk. The Board of Directors regularly reviews the


performance of your Company to ensure the compliance with the internal codes and procedures as well as with the statutory requirements.

Your Company updates its internal control systems from time to time, enabling it to monitor employee adherence to internal procedures and external regulatory guidelines.

VII. Discussion on Financial Performance

The previous year’s fi gures have been regrouped and re-classifi ed wherever necessary. The summarized fi nancial results of your Company for the fi nancial year 2011-12 refl ect the performance as shown below:

(` In Lacs)

Particulars Current Year2011-12

Previous Year2010-11

Change

Total Income 3,471.45 4,094.20 -15.21%Profi t before Tax 355.88 991.27 -64.10%Net Profi t After Tax 218.86 674.05 -67.53%EPS: Basic & Diluted(` per share)

3.72 11.22 -67.51%

VIII. Material Developments in Human Resources

Your Company strongly believes that the Human Resource Capital is the core of its success. Your Company endeavours to provide multiple opportunities for learning, thinking, innovation, growth and all-round development to all of its employees at various levels.

Jetking arranged a training program to motivate and energize the entire network of its Franchisees. For the fi rst time in the history, an incentive scheme was declared for staff members of Franchisee centers. Thus it was ensured that right from the Franchisee to the last person working at grass root level was energized and motivated to perform.

Your Company has adopted ‘Adrenaline’, an Online Human Resource Management System, which helps manage staff records, navigate personnel information, track payroll data and benefi ts. It also allows us to generate reports on a variety of subjects quickly and easily.

We have taken the following key modules.

1. Payroll:

This module helps to keep workfl ow costs in check and ensure that all employees are paid on time in any circumstances.

2. Leave Module:

This module deals with attendance, leaves and claims of individuals. The leave module has an embedded formula that is aligned with your Company’s requirements and corporate calendar to facilitate easy clearance and computation of leave.

3. Performance Management:

This software integrates each employee’s role expectations, individual development goals, strategic assignments and competencies into a personalized performance review. Performance is then rated on these explicit expectations. It will identify employees who under-perform and are under-utilized in the organization.


4. Recruitment Management:

The Recruiting & Applicant Module provides a comprehensive solution for the entire recruitment process, including requests for manpower, approval of vacancies, entering requirements, capturing candidates information, short-listing, interview notes and other features. This module also allows us to generate templates and documentation to streamline the recruitment process.

5. Advance HR Management:

This module empowers employees to actively manage profi le updates and self appraisals through a self-service portal. Employees are authorised to manage their personal data - including family details, education background, inventory, etc

The relations with the employees remain cordial during the year. Your Company recognizes its human resources as the key contributors to its success. Your Company undertakes various training and development programmes regularly to ensure the adequate development and optimum utilization of its human resources.

The total strength of your organization is more than 750, including the staff employed by business partners and Company owned centres.

IX. Cautionary Statement

The statements in the Directors and Management Discussion and Analysis Report, describing the Company’s projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since the Company’s operations are infl uenced by many external or internal factors beyond the control of the Company.


AUDITORS’ REPORTTo,The Members ofJETKING INFOTRAIN LIMITED 1. We have audited the attached balance sheet of Jetking Infotrain Limited as at 31 March 2012, the statement

of profi t and loss and also the cash fl ow statement of the Company for the year ended on that date annexed thereto. These fi nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) (Amendment) Order 2004, (hereinafter referred to as the ‘Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the “Act”), and on the basis of such checks, as we considered appropriate, we annex hereto a statement on the matters specifi ed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by the law have been kept by the Company so far

as appears from our examination of those books; c) The balance sheet, statement of profi t and loss and cash fl ow statement dealt with by this report are in

agreement with the books of account; d) In our opinion, the balance sheet, statement of profi t and loss and cash fl ow statement dealt with by this

report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act, to the extent applicable;

e) On the basis of written representations received from the directors of the Company, as on 31 March 2012 and taken on record by the Board of directors, we report that none of the directors is disqualifi ed as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, the said fi nancial statements read together with the signifi cant accounting policies and notes thereon 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2012; ii. in the case of the statement of profi t and loss, of the profi t of the Company for the year ended on

that date; and iii. in the case of the cash fl ow statement, of the cash fl ows of the Company for the year ended on

that date. FOR SURESH SURANA & ASSOCIATESChartered AccountantsFirm Registration No. : 121750W

(Ramesh Gupta)PARTNER Membership No. : 102306

Place: MumbaiDated: 28 May 2012


ANNEXURE TO THE AUDITORS’ REPORTREFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fi xed assets.

(b) Fixed assets have been physically verifi ed by the management according to the regular programme of periodical verifi cation in a phased manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its fi xed assets. The discrepancies noticed on such physical verifi cation were not material and the same have been properly dealt with in the books of account.

(c) During the year, the Company has not disposed off substantial part of the fi xed assets.

2. (a) As explained to us, the inventory of courseware and other materials has been physically verifi ed by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verifi cation of inventory as compared to book records were not material and the same have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted / taken any loans, secured or unsecured, to / from companies, fi rms and other parties covered in the Register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(f), and 4(iii)(g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fi xed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding value of fi ve lakhs rupees in respect of any party have been entered into during the fi nancial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed hereunder.

7. The Company has an internal audit system. In our opinion, internal audit system is required to be further strengthened by expanding its coverage and scope in order to be commensurate with the size and nature of its business.

8. In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Act.


9. (a) The Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection funds, employees’ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. No undisputed amounts payable in respect of aforesaid statutory outstanding as on the last day of the fi nancial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute except the following dues pertaining to service tax and income tax under the Service Tax Act and Income Tax Act, respectively:

In respect ofService tax

Amount(Rs.)

Period to which the amount relates

Forum where the dispute is pending

Commercial Training

2,063,823 1 April 2005 to 15 June 2005 Custom Excise & Service Tax Appellate Tribunal

Franchisee fee 58,303 1 February 2004 to 30 April 2004 Commissioner of Central Excise (Appeals)

Royalty 647,852 1 February 2004 to 30 April 2004 Commissioner of Central Excise (Appeals)

Franchisee fee 60,172 1 May 2004 to 9 September 2004 Custom Excise & Service Tax Appellate Tribunal

Royalty 1,056,913 1 May 2004 to 9 September 2004 Custom Excise & Service Tax Appellate Tribunal

Franchisee fee 39,648 10 September 2004 to 31 March 2005

Custom Excise & Service Tax Appellate Tribunal

Royalty 1,399,895 10 September 2004 to 31 March 2005

Custom Excise & Service Tax Appellate Tribunal

Franchisee fee 24,863 1 April 2005 to 15 June 2005 Assistant Commissioner of Central Excise

Royalty 739,749 1 April 2005 to 15 June 2005 Assistant Commissioner of Central Excise

10. The Company has no accumulated losses at the end of the fi nancial year and it has not incurred cash losses in the current year or in the immediately preceding fi nancial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks. The Company does not have any borrowings from fi nancial institutions and by way of debentures.

12. According to the information and explanations given to us, and in our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefi t fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.


15. According to the information and explanations given to us and in our opinion, the Company has not given any guarantees for loans taken by others from banks or fi nancial institutions.

16. Based on the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and cash fl ow statement, we report that the funds raised on short-term basis, have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR SURESH SURANA & ASSOCIATESChartered AccountantsFirm Registration No.: 121750W

(Ramesh Gupta)PARTNER Membership No.: 102306

Place: MumbaiDated: 28 May 2012


JETKING INFOTRAIN LIMITEDBALANCE SHEET AS AT 31 MARCH 2012

NoteNo.

As at31 March 2012

(Rs.)

As at31 March 2011

(Rs.)I. EQUITY AND LIABILITIES

1 Shareholders' Funds (a) Share capital 2 58,982,500 58,982,500 (b) Reserves and surplus 3 316,966,735 305,346,627

375,949,235 364,329,1272 Non-Current Liabilities

(a) Long-term borrowings 4 - - (b) Deferred tax liability (Net) 5 10,673,832 5,971,714 (c) Other long-term liabilities 6 25,470,662 31,060,700 (d) Long-term provisions 7 1,239,915 1,143,083

37,384,409 38,175,4973 Current Liabilities

(a) Short-term borrowings 8 23,059,784 - (b) Trade payables 9 18,706,325 15,418,138 (c) Other current liabilities 10 52,316,436 51,094,983 (d) Short-term provisions 11 16,890,960 19,490,197

110,973,505 86,003,318524,307,149 488,507,942

II. ASSETS

1 Non Current Assets (a) Fixed assets (i) Tangible assets 12 225,918,515 137,335,752 (ii) Intangible assets 12 4,698,544 7,839,525

230,617,059 145,175,277 (b) Non-current investments 13 141,266,582 195,725,379 (c) Long term loans and advances 14 41,887,301 31,814,997

413,770,942 372,715,6532 Current Assets

(a) Inventories 15 6,215,766 4,776,713 (b) Trade receivables 16 60,631,377 59,452,277 (c) Cash and bank balances 17 25,171,036 27,455,001 (d) Short-term loans and advances 18 17,374,374 23,056,549 (e) Other current assets 19 1,143,654 1,051,749

110,536,207 115,792,289 524,307,149 488,507,942

Signifi cant accounting policies 1

The accompanying notes are an integral part of the fi nancial statements

As per our report of even date attached FOR SURESH SURANA & ASSOCIATES On behalf of the Board of Directors Chartered Accountants Suresh G Bharwani Chairman and Managing Director Nandu G. Bharwani Joint Managing Director (Ramesh Gupta) Mehul K Kuwadia DirectorPARTNER C.V.Ramana Director Membership No. : 102306 Rohit Puri Director Place: Mumbai Place: MumbaiDated : 28 May 2012 Dated : 28 May 2012


Signifi cant accounting policies 1

The accompanying notes are an integral part of the fi nancial statements


JETKING INFOTRAIN LIMITEDPROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2012

Note No.

Current Year2011-2012

(Rs.)


(Rs.)

I Revenue from operations 20 332,676,149 388,747,890

II Other income 21 14,469,407 20,672,836

III Total Revenue (I + II) 347,145,556 409,420,726

IV Expenses:

Purchases of courseware and other materials 22 31,283,748 36,632,685Changes in inventories of courseware and other materials 23 (1,439,053) 1,954,425Employee benefi ts expense 24 102,656,144 96,953,148Finance costs 25 6,285,882 65,591Depreciation and amortisation expense 12 17,261,672 19,542,107Other expenses 26 155,508,422 155,145,144

Total expenses 311,556,815 310,293,100

V Profi t before tax (III - IV) 35,588,741 99,127,626

VI Tax expense: Current tax (9,000,000) (31,600,000) Deferred tax (4,702,118) (121,810)

VII Profi t for the year (V - VI) 21,886,623 67,405,816

VIII Earnings per equity share:(1) Basic 3.72 11.22(2) Diluted 3.72 11.22Nominal value of equity shares 10 10


JETKING INFOTRAIN LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2012


(Rs.)


(Rs.) CASH FLOW FROM OPERATING ACTIVITIESNet profi t/(loss) before tax 35,588,741 99,127,626 Adjustments for: Depreciation and amortization expense 17,261,672 19,542,107 Exchange rate difference (net) 90,320 - Fixed assets written off - 60,254 Interest expense 6,285,882 65,591 Interest income (3,044,460) (3,377,554) Dividend income (2,701,292) (5,472,315) Bad debts written off 3,562,313 10,625,017 Provision for doubtful debts 3,280,528 1,164,698 Excess provision of earlier years written back (4,413,879) (591,192) Gain on insurance claim due to theft of fi xed assets (6,186) - Loss / (Profi t) on sale of investments 5,791,620 (5,628,620)

Operating profi t before working capital changes 61,695,259 115,515,612 Adjustments for: (Increase)/decrease in inventories (1,439,053) 1,954,425 (Increase)/decrease in trade receivables (6,991,641) (394,700) (Increase)/decrease in short term loans and advances 5,682,175 (11,903,622) (Increase)/decrease in long term loans and advances (1,895,861) (965,562) Increase/(Decrease) in trade payables 4,079,144 (65,534) Increase/(Decrease) in other current liabilities 1,472,958 (39,507,251) Increase/(Decrease) in long term liabilities (5,590,038) 18,626,704 Increase/(Decrease) in short term provisions 45,858 2,341,783 Increase/(Decrease) in long term provisions 96,832 330,755 Cash generated from / (used in) operations 57,155,633 85,932,610 Income taxes paid (21,937,105) (32,347,966)Net cash generated from / (used in) operating activities (A) 35,218,528 53,584,644

CASH FLOW FROM INVESTING ACTIVITIESPayment for purchase of fi xed assets (108,275,594) (20,336,426)Proceeds from sale of fi xed assets 20,000 - Payment for purchase of investments (135,037,091) (366,393,309)Proceeds from sale of investments 183,704,268 330,616,908 Investments in bank deposits having original maturity of more than three months but less than 12 months 4,387,013 4,566,861

Interest received 3,066,303 2,573,019 Dividend received 2,587,544 6,209,315 Net cash generated from / (used in) investing activities (B) (49,547,557) (42,763,632)



(Rs.)


(Rs.) CASH FLOW FROM FINANCING ACTIVITIESIncrease / (decrease) in long term borrowings (net) - (-17795)Increase / (decrease) in short term borrowings (net) 23,059,784 0Increase / (decrease) in current maturities of inter corporate deposits (net) (17,795) (82,239)Dividend paid (539,014) (30,771,869)Tax on dividend - (2,934,268)Interest paid (6,070,898) (65,591)Net cash (used in) / generated from fi nancing activities (C) 16,432,077 (33,871,762)

Net (decrease) / increase in cash and cash equivalents (A+B+C) 2,103,048 (23,050,750)

Cash and cash equivalent at beginning of year 16,177,988 39,228,738 Cash and cash equivalent at end of year 18,281,036 16,177,988 Net increase/(decrease) as disclosed above 2,103,048 (23,050,750)

Note :-

The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard (AS) - 3 on “Cash Flow Statements” as notifi ed by Central Government of India. The accompanying notes are an integral part of the fi nancial statements



NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

2 SHARE CAPITAL

Particulars As at

31/03/2012(Rs.)

As at31/03/2011

(Rs.)

Authorized10,000,000 Equity shares of Rs. 10 each 100,000,000 100,000,000

100,000,000 100,000,000

Issued, subscribed and paid-up5,889,000 equity shares of Rs. 10 each, fully paid up 58,890,000 58,890,000Add: Forfeited shares18,500 Equity shares of Rs.10 each, partly paid up to the extent of Rs 5 per share 92500 92500

58,982,500 58,982,500

a) Details of reconciliation of the number of equity shares outstanding:

Particulars As at 31/03/2012 As at 31/03/2011Number Rs. Number Rs.

Shares outstanding at the beginning of the year 5,889,000 58,890,000 5,889,000 58,890,000Add: Shares issued during the year - - - -Shares outstanding at the end of the year 5,889,000 58,890,000 5,889,000 58,890,000

b) Terms / rights attached to Equity sharesThe Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.During the year ended 31 March 2012, the amount of per share dividend recognised as distributions to equity shareholders is Rs.1.50; (Previous year Rs.3).In the event of the liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Aggregate number of bonus share issued during the period of fi ve years immediately preceding the reporting date:


Equity shares allotted as fully paid bonus shares by capitalisation of general reserves 3,926,000 39,260,000 3,926,000 39,260,000

Aggregate number of shares forfeited during the period of fi ve years immediately preceding the reporting date:


Equity shares of Rs.10 each partly paid up, to the extent of Rs.5 per share – – – –

d) Details of shares in the Company held by each shareholder holding more than 5 percent shares:Name of the shareholder As at 31/03/2012 As at 31/03/2011

No. of Shares held % of Holding No. of Shares

held % of Holding

Mr.Dilip Bharwani 811,200 13.77 811,200 13.77Mr.Jitu Gordhandas Bharwani 465,000 7.90 465,000 7.90M/s. Nandu G. Bharwani (HUF) 462,090 7.85 462,090 7.85M/s. Suresh G. Bharwani (HUF) 591,659 10.05 531,000 9.02


3 RESERVES AND SURPLUS

Particulars As at

31/03/2012(Rs.)

As at 31/03/2011

(Rs.)General reserveBalance as per last fi nancial statements 114,461,106 104,461,106Add: Amount transferred from the surplus balance in statement of profi t and loss 1,100,000 10,000,000

Closing Balance A 115,561,106 114,461,106

Surplus in the statement of profi t and lossBalance as per last fi nancial statements 190,885,521 155,418,232Add: Profi t for the year 21,886,623 67,405,816Less: Adjustments: - Short provision for income tax for earlier years – (1,337,259)Less: Appropriations: - Interim dividend (Amount per share Rs.Nil; Previous year Rs.3) – (17,667,000) - Proposed fi nal dividend (Amount per share Rs.1.50; Previous year Rs.Nil) (8,833,500) – - Tax on interim dividend – (2,934,268) - Tax on proposed fi nal dividend (1,433,015) – - Transfer to general reserve (1,100,000) (10,000,000)Net surplus in statement of profi t and loss B 201,405,629 190,885,521

Total (A + B) 316,966,735 305,346,627

4 LONG-TERM BORROWINGS

Particulars Non-current portion Current maturities

As at 31/03/2012

(Rs.)

As at 31/03/2011

(Rs.)

As at 31/03/2012

(Rs.)

As at 31/03/2011

(Rs.)

Term loans (secured)From Banks: - Vehicle loan – – – 17,795

– – – 17,795The above amount includes - Secured borrowings – – – 17,795 - Unsecured borrowings – – – – - Amount disclosed under the head "other current liabilties (Refer note 10) – – – (17,795)

Net Amount – – – –

Vehicle loan from a bank was taken during the fi nancial year 2006-07 and carries interest @ 11.30% p.a. The loan is repayable in 60 equal monthly installments of Rs.9,023 (along with interest), from the date of loan. The loan was secured against hypothecation of a vehicle.



5 DEFERRED TAX LIABILITIES (NET)

Particulars As at As at 31/03/2012 31/03/2011

(Rs.) (Rs.)Deferred tax liabilities:Timing difference arising on account of: - Depreciation 14,943,197 10,922,747Total (a) 14,943,197 10,922,747

Less: Deferred tax assets:Timing difference arising on account of: - Statutory payments under Section 43B of the Income-tax Act, 1961 1,306,688 1,884,918 - Provision for doubtful debts 1,107,973 386,883 - Provision for retirement benefi ts 1,854,704 2,679,232

Total (b) 4,269,365 4,951,033

Net deferred tax liabilities (a-b) 10,673,832 5,971,714

6 OTHER LONG TERM LIABILITIES

Particulars As at 31/03/2012

(Rs.)

As at 31/03/2011

(Rs.)

Income received in advance 2,576,983 6,401,171Statutory dues 16,758,179 16,758,179Security deposits 6,135,500 7,901,350

25,470,662 31,060,700

7 LONG TERM PROVISIONS


(Rs.)

As at 31/03/2011

(Rs.)

Provision for employee benefi ts(Refer note 30)Provision for leave benefi ts 1,239,915 1,143,083

1,239,915 1,143,083

8 SHORT TERM BORROWINGS


(Rs.)

As at 31/03/2011

(Rs.)

Bank overdraft (secured) 23,059,784 –

23,059,784 –

Bank overdraft is secured against pledge of investments in bonds and mutual funds securities. It is repayable on demand and carries interest (Base rate + 2.55 % p.a.) (Current interest rate is 12.55 % p.a.) (Refer note 13)



9 TRADE PAYABLES


(Rs.)

As at 31/03/2011

(Rs.)

Total outstanding dues of micro enterprises and small enterprises – –Total outstanding dues of creditors other than micro enterprises and small enterprises 18,706,325 15,418,138

18,706,325 15,418,138

The Company is in the process of compiling relevant information from its suppliers about their coverage under the Micro, Small and Medium Enterprises Development Act, 2006. As the Company has not received any intimation from its suppliers as on date regarding their status under the above said Act, no disclosure has been made.

10 OTHER CURRENT LIABILITIES


(Rs.)

As at 31/03/2011

(Rs.)

Income received in advance 26,993,396 35,245,295Unpaid dividend * 4,541,361 5,080,375Statutory dues 17,080,840 8,991,829Security deposits 3,485,855 1,759,689Current maturities of long term borrowings(Refer note 4) – 17,795

Interest accrued but not due 214,984 – 52,316,436 51,094,983

* There are no amount due for payment to the Investor Protection Fund under Section 205C of the Companies Act, 1956 as at the year end.

11 SHORT TERM PROVISIONS


(Rs.)

As at 31/03/2011

(Rs.)

Provision for employee benefi ts(Refer note 30)Provision for gratuity 6,015,244 8,607,866Provision for leave benefi ts 587,201 541,343Other Provisions Provision for income tax and fringe benefi t tax (net of advance income tax Rs. Nil ; Previous year Rs. 134,597,198) - 10,297,618

Provision for wealth tax 22,000 43,370Provision for proposed divided 8,833,500 -Provision for tax on proposed dividend 1,433,015 -

16,890,960 19,490,197



12

FI

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2

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-

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973

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b) Intangible assets(Amount in Rs.)

Particulars Computer software Total Gross block (at cost)As at 01/04/2010 24,759,043 24,759,043 Additions 2,345,803 2,345,803 Deductions / Adjustments - - As at 31/03/2011 27,104,846 27,104,846

As at 01/04/2011 27,104,846 27,104,846 Additions 1,177,362 1,177,362 Deductions / Adjustments - - As at 31/03/2012 28,282,208 28,282,208

AmortisationAs at 31/03/2010 12,327,763 12,327,763 Charge for the year 6,937,558 6,937,558 Deductions / Adjustments - - Upto 31/03/2011 19,265,321 19,265,321

As at 01/04/2011 19,265,321 19,265,321 Charge for the year 4,318,343 4,318,343 Deductions / Adjustments - - Upto 31/03/2012 23,583,664 23,583,664

Net blockAs at 31/03/2011 7,839,525 7,839,525

As at 31/03/2012 4,698,544 4,698,544



13 NON CURRENT INVESTMENTS


(Rs.)

As at 31/03/2011

(Rs.)

Non-trade investments (valued at cost unless stated otherwise)

Investments in equity instruments (quoted)

Nil (previous year 862) shares of HDFC Bank Ltd. of Rs. 10 each, fully paid up - 1,115,695

Nil (previous year 1,000) shares of DLF Ltd. of Rs. 2 each, fully paid up - 606,211

Nil (previous year 7,604) shares of Gas Authority of India Ltd. of Rs. 10 each, fully paid up - 1,985,124

10,000 (previous year 13,732) shares of Torrent Power Ltd. of Rs. 10 each, fully paid up 1,115,599 2,322,751

Nil (previous year 1,576) shares of Shriram Transport Finance Co. Ltd. of Rs. 10 each fully paid up - 899,502

2,965 (previous year 3,027) shares of Lupin Ltd. of Rs. 2 each, fully paid up* 979,227 997,395

Nil (previous year 5,418) shares of Tulip Telecom Ltd. of Rs. 2 each, fully paid up** - 1,037,405

6,477 (previous year 3,946) shares of Opto Circuits India Ltd. of Rs.10 each, fully paid up$$ 1,159,301 943,160

Nil (previous year 2,001) shares of Ess Dee Aluminium Ltd. of Rs. 10 each, fully paid up - 884,283

1,711 (previous year 1,711) shares of Divis Laboratories Ltd. of Rs. 2 each, fully paid up 1,176,259 1,176,259

Nil (previous year 6,433) shares of Motherson Sumi Systems Ltd. of Rs.1 each, fully paid up - 944,529

3,216 (previous year 3,844) shares of Yes Bank Ltd. of Rs. 10 each, fully paid up 934,233 1,084,262

Nil (previous year 15,390) shares of Himadri Chemicals and Industries Ltd of Rs. 1 each, fully paid up*** - 759,929

Nil (previous year 2,948) shares of Havells India Ltd. of Rs. 5 each, fully paid up - 914,876

3,319 (previous year 3,924) shares of Coromandel International Ltd. of Rs. 1 each, fully paid up^ 655,193 881,512

11,520 (previous year 11,520) shares of Greaves Cotton Ltd. of Rs. 2 each, fully paid up^^ 809,441 809,441

722 (previous year 941) shares of Bajaj Auto Ltd. of Rs. 10 each, fully paid up 800,634 1,358,595

8,227 (previous year 675) shares of Rallis India Ltd. of Rs. 10 each, fully paid up 734,596 536,306

5,353 (previous year 205) shares of Titan Industries Ltd. of Rs. 1 each, fully paid up$ 962,488 600,465

8,155 (previous year 7,456) shares of Exide Industries Ltd. of Rs. 1 each, fully paid up 1,140,466 1,066,762

1,900 (previous year 898) shares of Thermax Industries Ltd. of Rs. 2 each, fully paid up 1,302,686 721,185

Nil (previous year 600) shares of NMDC Ltd. of Re 1 each, fully paid up - 331,425

1,136 (previous year 8,000) shares of Jaiprakash Associates Ltd. of Rs. 2 each, fully paid up 67,461 879,572

Nil (previous year 530) shares of Larsen & Turbo Ltd. of Rs. 2 each, fully paid up - 1,065,243

Nil (previous year 2,800) shares of ONGC Ltd. of Rs. 5 each, fully paid up# - 863,761

77 (previous year 1,000) shares of ICICI Bank Ltd. of Rs. 10 each, fully paid up 60,873 1,266,503

Nil (previous year 5,000) shares of Escorts Industries Ltd. of Rs. 2 each, fully paid up - 971,256

Nil (previous year 400) shares of BHEL Industries Ltd. of Rs. 10 each, fully paid up - 914,189

Nil (previous year 1,771) shares of Mahindra & Mahindra Ltd. of Rs. 5 each, fully paid up - 1,395,784

Nil (previous year 3,000) shares of Bajaj Electricals Ltd. of Rs. 2 each, fully paid up - 772,015

Nil (previous year 2,500) shares of Oriental Bank of Commerce Ltd. of Rs. 10 each, fully paid up - 1,304,609




(Rs.)

As at 31/03/2011

(Rs.)

Nil (previous year 95) shares of MOIL Ltd. of Rs. 2 each, fully paid up - 35,625

Nil (previous year 68) shares of ACC Ltd of Rs.10 each, fully paid up - 66,403

Nil (previous year 169) shares of Bank Of Baroda of Rs.10 each, fully paid up - 119,700

Nil (previous year 106) shares of Canara Bank Ltd of Rs.10 each, fully paid up - 56,873

Nil (previous year 99) shares of Cummins India Ltd of Rs.2 each, fully paid up! - 55,909

31 (previous year 483) shares of Dr. Reddy's Laboratories Ltd. of Rs.5 each, fully paid up 51,124 109,339

18 (previous year 30) shares of Grasim Industries Ltd of Rs.10 each, fully paid up 50,247 69,736

Nil (previous year 192) shares of HCL Technologies Ltd of Rs.2 each, fully paid up - 90,195

Nil (previous year 593) shares of Hindalco Industries Ltd of Rs.1 each, fully paid up - 140,480

702 (previous year 720) shares of ITC Ltd of Rs.1 each, fully paid up 93,483 98,306

39 (previous year 16) shares of Infosys Technologies Ltd of Rs.5 each, fully paid up 111,218 49,692

25 (previous year 31) shares of Nestle India Ltd of Rs.10 each, fully paid up 82,306 101,479

Nil (previous year 385) shares of Petronet Lng Ltd of Rs.10 each, fully paid up - 48,804

2,746 (previous year 339) shares of Sun Pharmaceutical Industries Ltd of Rs.1 each, fully paid up## 1,365,600 142,825

1,120 (previous year 175) shares of Tata Consultancy Services Ltd of Rs.1 each, fully paid up 1,275,854 189,332

304 (previous year 96) shares of Tata Motors Ltd of Rs.10 each, fully paid up 86,160 118,383

Nil (previous year 104) shares of Tata Steel Limited of Rs.10 each, fully paid up - 61,617

Nil (previous year 758) shares of Vijaya Bank Ltd of Rs.10 each, fully paid up - 63,563

Nil (previous year 654) shares of Chambal Fertilizers & Chemicals Ltd of Rs.10 each, fully paid up - 53,694

Nil (previous year 196) shares of Crompton Greaves Ltd of Rs.2 each, fully paid up - 65,069

Nil (previous year 137) shares of Ranbaxy Laboratories Ltd of Rs.5 each, fully paid up - 76,641

Nil (previous year 54) shares of Ultratech Cement Ltd of Rs.10 each, fully paid up - 55,415

434 (previous year Nil) shares of Ambuja Cement Ltd of Rs.2 each, fully paid up 71,952 -

23 (previous year Nil) shares of Asian Paints Ltd of Rs. 10 each, fully paid up 71,198 -

1,176 (previous year Nil) shares of Bajaj Finserv Ltd of Rs.5 each, fully paid up 681,628 -

72 (previous year Nil) shares of Bata India Ltd of Rs. 10 each, fully paid up 50,428 -

85 (previous year Nil) shares of Bharat Petroleum Corporation Ltd of Rs.10 each, fully paid up 56,918 -

355 (previous year Nil) shares of Cairn India Ltd of Rs. 10 each, fully paid up 131,252 -

259 (previous year Nil) shares of Cipla Ltd of Rs. 2 each, fully paid up 82,095 -

10,384 (previous year Nil) shares of Dabur India Ltd of Rs. 1 each, fully paid up 1,039,179 -

597 (previous year Nil) shares of Hero Motocorp Ltd of Rs. 2 each, fully paid up 1,232,265 -

155 (previous year Nil) shares of Hindustan Unilever Ltd of Rs. 1 each, fully paid up 51,415 -




(Rs.)

As at 31/03/2011

(Rs.)

154 (previous year Nil) shares of Housing Development Finance Corporation Ltd of Rs. 2 each, fully paid up 105,380 -

1,091 (previous year Nil) shares of Idea Cellular Ltd of Rs. 10 each, fully paid up 100,763 -

127 (previous year Nil) shares of Indraprastha Gas Ltd of Rs. 10 each, fully paid up 55,389 -

2,196 (previous year Nil) shares of Kotak Mahindra Bank Ltd of Rs. 5 each, fully paid up 1,100,619 -

53 (previous year Nil) shares of Maruti Suzuki India Ltd of Rs. 5 each, fully paid up 71,645 -

5,266 (previous year Nil) shares of Pidilite Industries Ltd of Rs. 1 each, fully paid up 893,125 -

104 (previous year Nil) shares of Reliance Industries Ltd of Rs. 10 each, fully paid up 81,253 -

664 (previous year Nil) shares of Sintex Industries Ltd of Rs. 1 each, fully paid up 48,277 -

39 (previous year Nil) shares of State Bank of India of Rs. 10 each, fully paid up 69,036 -

249 (previous year Nil) shares of Wipro Ltd. of Rs. 2 each, fully paid up 107,146 -

Total (a) 21,115,412 33,279,084

Investments in debentures (unquoted)

25 (previous year 25) non-convertible debentures in JM Financial PMS Structured Products - SR 8, F.V. of Rs.100,000 each

2,543,750 2,543,750

25 (previous year 25) Redeemable non-convertible debentures in Benchmark AMC PMS A/c BDP - Series - 89, F.V. of Rs. 100,000 each

2,550,000 2,550,000

50 (previous year 50) Redeemable non-convertible debentures in ECL Finance Limited, F.V. of Rs. 100,000 each

5,165,450 5,165,450

Total (b) 10,259,200 10,259,200

Investments in bonds (unquoted)

Nil (previous year 87) 10% Punj Lloyd Bonds, F.V. of Rs. 100,000 each - 8,921,946

260 (previous year 260) 6.85% IIFCL Bonds Tax Free, F.V. of Rs. 100,000 each ∆ 26,617,500 26,617,500

Nil (previous year 2) 10.70% Tata Motors Finance Bonds, F.V. of Rs. 500,000 each - 1,016,500

9 (previous year Nil) 10.05% Air India Bonds, F.V. of Rs. 10,00,000 each 9,196,000 -

Total (c) 35,813,500 36,555,946

Investments in mutual funds (unquoted)

(Units of the face value of Rs.10 each, except otherwise stated)

500,000 (previous year 500,000) Units in HDFC Long Term Equity Fund - Growth 5,000,000 5,000,000

Nil (previous year 259,882.138) Units in DSP Blackrock India T.I.G.E.R. Fund - Regular Plan - Dividend - 6,055,711

206,312.506 (previous year 206,312.506) Units in DSP Blackrock Top 100 Fund - Dividend 4,530,000 4,530,000

Nil (previous year 31,427.88) Units in Reliance Banking Fund - Dividend - 1,516,545

128,738.86 (previous year 128,738.86) Units in HDFC Top 200 Fund-Dividend 6,117,244 6,117,244

Nil (previous year 280,269.92) Units in HDFC Cash Management Fund Treasury Advantage-Retail Weekly Dividend

- 2,811,097




(Rs.)

As at 31/03/2011

(Rs.)

67,157.35 (previous year 67,157.35) Units in Birla Sunlife Frontline Equity Fund-Plan A Dividend 1,533,424 1,533,424

Nil (previous year 836.68) Units in DWS Money Plus Fund - Regular Weekly Dividend - 8,496

172,157.9 (previous year 275,474.39) Units in IDFC Sterling Equity Fund - Dividend (previously IDFC SME Fund Dividend)

2,757,645 4,546,576

10,00,000 (previous year 350,000) Units in Reliance Alternative Investment Fund Private Equity Scheme I 10,220,600 3,720,600

Nil (previous year 87,220.39) Unis in HDFC Prudence Fund - Dividned - 3,033,090

Nil (previous year 54,073.926) Units in Reliance Vision Fund - Retail Dividend - 2,538,440

Nil (previous year 276,151.75) Units in Reliance Equtiy Opportunities Fund Retail - Dividend - 6,566,030

1104.665 (previous year 297,881.58) Units in Principal Cash Management Fund - Growth 1,835,039 4,413,124

86,740.91 (previous year 86,740.91) units ICICI Prudential Focused Bluechip Equity Fund - Retail Dividend 1,516,545 1,516,545

Nil (previous year 113,162.43) units SBNPP Capex Opportunities - Retail Dividend - 1,516,545

5,260.733 (previous year 5081.83) units ICICI Prudential Flexible Income Plan - Regular Weekly Dividend 527,350 510,000

Nil (previous year 114,679) units Birla Sunlife Infrastructure Fund - Plan A Dividend Payout - 1,515,000

Nil (previous year 227,011.81) units Canara Robecco Equity Dividend - Dividend - 5,555,000

Nil (previous year 300,000) units DSP Blackrock Focus 25 Fund - Dividend - 3,030,000

Nil (previous year 30,234.33) units Reliance Vision Fund - Dividend - 1,516,545

9,140.01 (previous year 9,140.01) units Templeton India Short Term Income Plan - Quarterly Dividend Payout ∆

10,000,000 10,000,000

Nil (previous year 300,000) units ICICI Prudential FMP Series 52 - 1 year Plan - C Cummulative - 3,000,000

Nil (previous year 86,905.64) units Fidelity India Growth Fund- Dividend - 1,012,160

Nil (previous year 34,728.55) units Canara Robecco Equity Diversifi ed - Growth - 2,020,000

100,160.26 (previous year 100,160.26) units Canara Robecco Income Fund - Growth ∆ 2,000,000 2,000,000

393,859.73 (previous year 393,859.73) units Kotak Credit Opportunities Fund - Growth ∆ 4,000,000 4,000,000

Nil (previous year 3,825.75) units Reliance Growth Fund - Retail Growth - 2,007,579

356,412.43 (previous year 356,412.43) units HDFC MIP - Long Term Quarterly Dividend 5,000,000 5,000,000

83,522.69 (previous year 83,522.69) units ICICI Dynamic Plan 1,516,545 1,516,545

129,926.06 (previous year 129,926.06) units DSPBR Small & Midcap - Regular - Growth 2,524,853 2,524,853

Nil (previous year 1,000,000) units DWS Fixed Term fund - Series 81 - Growth - 10,000,000

500,000 (previous year 500,000) units of BNP Paribas Fixed Term Fund - Series 20C Growth ∆ 5,000,000 5,000,000

3,000 (previous year Nil) units of Kotak Gold ETF 7,998,609 -

1,999.622 (previous year Nil) units of Morgan Stanley Liquid Fund 2,000,616 -

Total (d) 74,078,470 115,631,149

Total (a+b+c+d) 141,266,582 195,725,379



- Aggregate value of quoted investments 21,115,412 33,279,084 - Aggregate value of unquoted investments 120,151,170 162,446,295 - Aggregate market value of quoted investments 24,835,566 37,564,666 - Aggregate repurchase value of Units in mutual funds 75,564,280 113,987,098 * As at 31/3/2011, split of shares of Lupin Ltd. From F.V. of Rs. 10 to Rs. 2

** As at 31/3/2011, split of shares of Tulip Telecom Ltd. From F.V. of Rs. 10 to Rs. 2

*** As at 31/3/2011, split of shares of Himadri Chamicals and Industries Ltd. From F.V. of Rs. 10 to Rs. 1

^ As at 31/3/2011, split of shares of Coromanel International Ltd. From F.V. of Rs. 2 to Rs.1

^^ As at 31/3/2011, split of shares of Greaves Cotton Ltd. From F.V. of Rs. 10 to Rs. 2

# As at 31/3/2011, split of shares of ONGC Ltd. From F.V. of Rs. 10 to Rs. 5

## As at 31/3/2011, split of shares of Sun Pharmaceutical Industries Ltd. From F.V. of Rs. 5 to Rs. 1

$ As at 31/3/2012, split of shares of Titan Industries Ltd. From F.V. of Rs. 10 to Rs. 1 and Bonus shares of Titan Industries Ltd. In the ratio1:1

$$ As at 31/3/2012, Bonus shares of Opto Circuits (India) Ltd. In the ratio10:3

! As at 31/3/2012, Bonus shares of Cummins India Ltd. In the ratio 5:2

∆ Pledge against bank overdraft (Refer note 8)

14 LONG TERM LOANS AND ADVANCES


(Rs.)

As at 31/03/2011

(Rs.)

Unsecured , considered goodAdvances recoverable in cash or in kind or for value to be received 11,542,559 89,322Capital advances 5,558,326 9,920,700Balances with excise authorities 12,730,783 12,730,783Security deposits 9,437,516 9,074,192Taxes paid and refund receivable(net of provision for income tax and fringe benefi t tax of Rs. 156,512,940 ;Previous year Rs. Nil) 2,618,117 -

41,887,301 31,814,997

15 INVENTORIES


(Rs.)

As at 31/03/2011

(Rs.)

(Valued at cost or net realisable value whichever is lower)Courseware and other materials 6,215,766 4,776,713

6,215,766 4,776,71316 TRADE RECEIVABLES


(Rs.)

As at 31/03/2011

(Rs.)

UnsecuredOutstanding for a period exceeding six months from the date they are due for payment Considered good 15,466,299 26,041,223 Considered doubtful 3,414,926 1,164,698 Less: Provision for doubtful debts (3,414,926) (1,164,698)

15,466,299 26,041,223Other receivables (Considered good) 45,165,078 33,411,054

60,631,377 59,452,277



17 CASH AND BANK BALANCES


(Rs.)

As at 31/03/2011

(Rs.)

i ) Cash and cash equivalents Cash on hand 76,319 107,775 Cheques on hand 15,071 - Balance with banks in current accounts 13,649,109 10,833,503 Balance with banks in Unpaid dividend accounts 4,540,537 5,236,710

ii) Other Bank balances

Bank deposits with original maturity of more than 3 months but less than 12 months * 6,890,000 11,277,013

25,171,036 27,455,001

* Bank deposits include Rs. 6,840,000 (Previous year Rs. Nil) fi xed deposits lodged with Directorate of Scheduled Caste Welfare.

18 SHORT-TERM LOANS AND ADVANCES


(Rs.)

As at 31/03/2011

(Rs.)

Unsecured , considered goodAdvances recoverable in cash or in kind or for value to be received 8,164,766 18,292,236

Balances with excise authorities 5,253,285 236,666Security deposits 3,956,323 4,527,647

17,374,374 23,056,549Advances recoverable in cash or in kind or for value to be received stated above include debts due by:Directors- Suresh G. Bharwani# 784,114 2,422,962- Nandu G. Bharwani 14,706 -

# Represents amounts given to one of the Director against salary. During the previous year, remuneration paid to Directors were based on the application made to the Central Government for approval. However, subsequently approval for one director was received for lesser amount. Thus, the difference between the amount paid and approval received from Central Government is shown as advance against salary.

Security deposits stated above include amount debts due from:Private limited company in which the relative of directors are directors- Jetking Smartrain Academy Pvt. Ltd. 550,000 550,000

19 OTHER CURRENT ASSETS


(Rs.)

As at 31/03/2011

(Rs.)

Dividend receivable on investments 113,866 118Interest accrued on fi xed deposits and bonds 1,029,788 1,051,631

1,143,654 1,051,749



20 REVENUE FROM OPERATIONS

Particulars Current Year

2011-2012(Rs.)


(Rs.)Training fees - Course fees 90,724,024 89,808,259 - Examination and other fees 52,893,848 63,818,840Franchisee registration fees 20,140,197 23,118,224Income from franchisee operations 128,708,517 161,174,241Sale of courseware and other materials - Courseware 39,401,575 50,206,048 - Heathkit software 150,000 – - Calibre software – – - Information and other reference materials 657,988 622,278

332,676,149 388,747,890

21 OTHER INCOME

Particulars Current Year 2011-2012

(Rs.)

Previous Year 2010-2011

(Rs.)

Dividend income on long term investments (non-trade): - Shares 470,559 401,491 - Mutual funds 2,230,733 5,070,824

Profi t on sale/redemption of long term investments (non-trade) - net – 5,628,620Interest income -On fi xed deposits and bonds 3,044,460 3,377,554 -Others 36,848 2,618,258Miscellaneous income # 8,686,807 3,576,089

14,469,407 20,672,836# Miscellaneous income includes Rs.4,413,879 (Previous year Rs. 591,192) being unspent liabilities, provisions no longer required and unclaimed balances in respect of earlier years written back.

22 PURCHASES OF COURSEWARE AND OTHER MATERIALS


(Rs.)


(Rs.)

Purchases of courseware and other materials* - Courseware 30,732,446 36,253,053 - Heathkit software 141,122 – - Calibre software – – - Information and other reference materials 410,180 379,632

31,283,748 36,632,685*Includes materials used for own consumption



23 CHANGES IN INVENTORIES OF COURSEWARE AND OTHER MATERIALS


(Rs.)


(Rs.)

Closing stock of courseware and other materials - Courseware 4,689,207 2,923,133 - Heathkit software 1,411,220 1,552,342 - Calibre software 36,400 36,400 - Information and other reference materials 78,939 264,838Total 6,215,766 4,776,713Less: Opening stock of courseware and other materials - Courseware 2,923,133 4,784,735 - Heathkit software 1,552,342 1,552,342 - Calibre software 36,400 36,400 - Information and other reference materials 264,838 357,661Total 4,776,713 6,731,138Total (increase) / decrease in inventories (1,439,053) 1,954,425

24 EMPLOYEE BENEFITS EXPENSE


2011-2012(Rs.)


(Rs.)Salaries and allowances 95,837,604 88,842,484Contribution to provident fund and other funds 4,795,194 6,579,003Staff welfare expenses 2,023,346 1,531,661

102,656,144 96,953,148

25 FINANCE COSTS


2011-2012(Rs.)


(Rs.)

Interest expenses 3,065,677 8,242Other borrowing costs 3,220,205 57,349

6,285,882 65,591



26 OTHER EXPENSES

Particulars Current Year2011-2012

(Rs.)


(Rs.)

Training expenses 16,587,716 16,755,518

Advertisement and publicity (net of recovery of Rs. 42,971,753 ; Previous year Rs. 40,804,045) 24,307,168 21,956,893

Business and sales promotion 17,186,424 22,103,672

Legal and professional fees 11,185,188 12,971,302

Travelling expenses 17,642,214 18,423,066

Repairs and maintenance

- Building 3,760,114 2,718,939

- Others 8,472,363 10,196,327

Rent 15,514,928 13,287,660

Rates and taxes 3,956,861 1,310,468

Electricity charges 5,402,715 4,802,245

Printing and stationery 1,260,956 1,515,803

Freight and transport expenses 1,894,771 2,099,521

Security and service charges 2,338,822 2,368,681

Telephone expenses 3,466,222 3,256,383

Insurance 4,546,271 4,615,233

Bank charges 523,497 114,604

Directors' sitting fees 170,500 198,500

Auditors' remuneration:

As auditor:

- Audit fee 430,000 400,000

- Tax audit fee 135,000 125,000

- Limited review 96,000 90,000

In other capacity

- Taxation matters 142,000 121,000

- Other services (Certifi cation) 87,500 23,000

Bad debts 3,562,313 10,625,017

Loss on sale/redemption of long term investments (non-trade) - net 5,791,620 —

Fixed assets written off — 60,254

Provision for doubtful debts 3,280,528 1,164,698

Miscellaneous expenses 3,766,731 3,841,360

155,508,422 155,145,144

32083

520

85

43

8

29




27. Contingent liabilities not provided for in respect of:

a. Disputed service tax demand (net of provision of Rs. 23,259,590, previous year Rs. 16,758,179) aggregating to Rs. Nil (As at March 31, 2011 Rs. 8,375,727) against which the Company has preferred an appeal. The Company has deposited upto March 31, 2012 Rs. 12,730,784 (Upto March 31, 2011 Rs. 12,730,784) under protest and also paid Rs. 4,437,588 subsequent to the balance sheet date.

b. Uncalled Capital commitment in respect of investments in Reliance Alternative Investments Fund - Private Equity Scheme I, Rs. Nil (Previous year Rs. 6,500,000).

28. Commitments

a. Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) Rs. 11,259,050 (Previous year Rs. 67,226,300).

b. Other commitments Rs. 10,865,956 (Previous year Rs.15,000,000) in respect of digitization work.

29. a. In the opinion of management, current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet. The provision for depreciation and all known liabilities is adequate and not in excess of the amount reasonably stated.

b. Balances of certain trade receivables, trade payables and advances given are subject to confi rmation / reconciliation, if any. The management does not expect any material difference affecting the fi nancial statements on such reconciliation / adjustments.

30. Disclosure under (AS) -15 (Revised 2005):

The Company has provided leave encashment and gratuity based on actuarial valuation done as per Projected Unit Credit Method.

i) Retirement benefi ts in the form of Provident Fund are a defi ned contribution scheme and the contributions are charged to the Statement of Profi t and Loss of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the respective trusts.

ii) Gratuity and leave encashment liability are defi ned benefi t obligation and are provided for on the basis of an actuarial valuation made at the end of each fi nancial year.

The Company has classifi ed the various benefi ts provided to employees as under:

I. Defi ned contribution plans:

Contributions to defi ned contribution plans recognized as expense for the year are as under:

Particulars Current Year(Rs.)

Previous Year(Rs.)

Contribution to provident fund 4,455,424 3,937,385

II. Defi ned benefi t plan:

The Company makes annual contributions to the Employees’ Group Gratuity of the Life Insurance Corporation (LIC), a funded defi ned benefi t plan for qualifying employees. Gratuity is payable to all eligible employees on superannuation, death or on separation/termination in terms of the provisions of the Payment of Gratuity Act or as per the Company’s policy whichever is benefi cial to the employees.



The following table sets out the amounts recognized in the Company’s fi nancial statements as at 31 March 2012.

ParticularsGratuity(funded)

Rs.

Leave encashment(unfunded)

Rs.

a) Change in present value of obligation

Present value of obligation as at 1 April 2011Interest cost Service cost Benefi ts paid Actuarial (gain)/loss on obligationPresent value of obligation as at 31 March 2012

27,391,9712,191,358 1,021,794 (780,769)

(2,431,439)27,392,915

1,684,426134,754725,169

(1,397,813)680,580

1,827,116

b) Change in fair value plan assets

Fair value of plan assets as at 1 April 2011Expected return on plan assets (%)Contribution paid Benefi ts paidActuarial gain/(loss) on plan assetsFair value of plan assets as at 31 March 2012

18,784,1051,502,729

---(780,769)1,871,605

21,377,670

------------------

c) Amount recognized in the Balance Sheet

Present value of obligation, as at 31 March 2012Fair value of plan assets as at 31 March 2012Liabilities provided in the Balance Sheet and Disclosed under Provisions (Refer Note 7 of the fi nancial statements).

27,392,91521,377,6706,015,245

1,827,116---

1,827,116

d) Net gratuity and leave encashment cost for the year ended 31 March 2012

Current service cost Interest cost Expected return on plan assets Net Actuarial (gain)/loss to be recognizedNet gratuity and leave encashment cost

1,021,7942,191,358

(1,502,729)(4,303,044)(2,592,621)

725,169134,754

---680,580

1,540,503

e) Assumptions used in accounting for the gratuity plan

Discount rate Salary escalation rate Expected rate of return on plan assets

8%5%8%

8%5%--


The following table sets out the amounts recognized in the Company’s fi nancial statements as at 31 March 2011.

ParticularsGratuity(funded)

Rs.

Leave encashment(unfunded)

Rs.

a) Change in present value of obligation

Present value of obligation as at 1 April 2010Interest costService costBenefi ts paidActuarial (gain)/loss on obligationPresent value of obligation as at 31 March 2011

25,178,8692,014,3101,548,644

---(1,349,852)27,391,971

1,197,03295,763

685,977(1,054,559)

760,2131,684,426

b) Change in fair value plan assets

Fair value of plan assets as at 1 April 2010Expected return on plan assets (%)Contribution paid Benefi ts paidActuarial gain/(loss) on plan assetsFair value of plan assets as at 31 March 2011

18,756,1471,500,492

27,958---

(1,500,492)18,784,105

------------------

c) Amount recognized in the Balance Sheet

Present value of obligation, as at 31 March 2011 Fair value of plan assets as at 31 March 2011Assets / (Liabilities) provided in the Balance Sheet and Disclosed under Provisions (Refer Note 7 of the fi nancial statements).

27,391,97118,784,1058,607,866

1,684,426---

1,684,426

d) Net gratuity and leave encashment cost for the year ended 31 March 2011

Current service cost Interest cost Expected return on plan assets Net Actuarial (gain)/loss to be recognizedNet gratuity and leave encashment cost

1,548,6442,014,310

(1,500,492)150,640

2,213,102

685,97795,763

---760,213

1,541,953

e) Assumptions used in accounting for the gratuity plan

Discount rate Salary escalation rate Expected rate of return on plan assets

8%5%8%

8%5%--

The estimates of future salary increases, considered in actuarial valuation, take into account infl ation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets.

31. Segment reporting:

The Company operates in a single primary business segment i.e. “IT Training in Hardware and Networking”. Hence, there are no reportable segments as per Accounting Standard (AS) - 17 “Segment Reporting” notifi ed by Companies (Accounting Standards) Rules, 2006. The Company does not have any reportable geographical segment.



32. Related party disclosures:

I) Related party relationship:

a) Key management personnel a) Mr. Suresh G. Bharwani b) Mr. Nandu G. Bharwani

b) Relatives of key management personnel

a) Mr. Jitu G. Bharwani – Brother of Suresh Bharwani and Nandu Bharwani

b) Harsh Bharwani – Son of Suresh G. Bharwanic) Avinash Bharwani – Son of Suresh G. Bharwanid) Siddarth Bharwani – Son of Suresh G. Bharwani e) Dipti Bharwani – Wife of Nandu G. Bharwani f) Urvashi Bharwani – Daughter of Nandu G. Bharwani g) Ritika Bharwani - Daughter of Nandu G. Bharwani

c) Enterprises on which key management personnel or their relatives has signifi cant infl uence

Jetking Smartrain Academy Pvt. Ltd.

Notes:

1. The related party relationships have been determined on the basis of the requirements of the Accounting Standard (AS) – 18 “Related Party Disclosures” notifi ed by Companies (Accounting Standards) Rules, 2006 and the same have been relied upon by the Auditors.

2. The relationships as mentioned above pertain to those related parties with whom transactions have taken place during the year, except where control exists.

II) Related party transactions:

Sr.No. Particulars Current Year

Rs.Previous Year

Rs.A Key management personnel 1 Director’s remuneration

Suresh G. Bharwani 8,400,000 7,931,805Nandu G. Bharwani 8,892,516 10,354,767

2 Rent Suresh Bharwani 720,000 720,000

3 Deposit received back during the year endSuresh Bharwani -- 1,000,000

7 Advance against SalarySuresh Bharwani (Refer note 18) 784,114 2,422,962

B Relatives of key management personnel 1 Rent

Jitu G. Bharwani 1,248,000 1,248,000Avinash S. Bharwani 1,074,480 1,074,480Harsh S. Bharwani 1,074,480 1,074,480Dipti Bharwani 837,312 837,312Ritika Bharwani 837,312 837,312Urvashi Bharwani 837,312 837,312



2 Salary Harsh Bharwani 1992,963 1,977,963Avinash Bharwani 1992,963 1,722,445Urvashi Bharwani 1992,963 1,977,963Siddarth Bharwani 445,200 445,200

3 Deposit receivableAvinash S. Bharwani 895,400 895,400Harsh S. Bharwani 895,400 895,400Dipti Bharwani 697,767 697,767Ritika Bharwani 697,766 697,766Urvashi Bharwani 697,767 697,767

4 Balance receivable / (payable) as at year endNandu G. Bharwani 14,706 --Harsh S. Bharwani 66,266 (68,939)

C Enterprises on which key management personnel or their relatives have signifi cant infl uence - Jetking Smartrain Academy Pvt. Ltd.

1 Rent 600,000 600,0002 Deposit receivable 550,000 550,000

Note: As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to the key management personnel and their relatives is not ascertainable and, therefore, not included above.

33. Leases:

a. The Company has taken various offi ce premises under operating lease that are renewable on a periodic basis at the option of both the lessor and lessee.

b. The future minimum lease payments as per the operating lease under non-cancellable lease terms are as follows:

ParticularsAs at

31/03/2012Rs.

As at 31/03/2011

Rs.

Not later than one year 7,548,626 5,910,964Later than one year and not later than fi ve years 18,304,369 16,236,321Later than fi ve years -- --

The amount of minimum lease payments with respect to the above lease recognized in the profi t and loss account for the year is Rs. 7,935,043 (previous year Rs. 6,351,331).

Above disclosure is for leases entered after 1 April 2001, as per Accounting Standard (AS) - 19 ‘Leases’ notifi ed by Companies (Accounting Standards) Rules, 2006.



34. Earnings per share:

Particulars CurrentYear

PreviousYear

Basic and dilutedNet profi t after tax as per statement of profi t and loss (Rs.) 21,886,623 67,405,816Adjustments:Less: Short provision for income tax for earlier years (Rs.) -- 1,337,259Net profi t after tax attributable to equity shareholders (Rs.) 21,886,623 66,068,557Weighted average number of equity shares outstanding during the year (Nos.) 5,889,000 5,889,000

Basic and diluted earnings per share (Rs.) 3.72 11.22Nominal value of share (Rs.) 10 10

35. There is no impairment loss on fi xed assets on the basis of review carried out by the management in accordance with Accounting Standard (AS) - 28 “Impairment of Assets” notifi ed by Companies (Accounting Standards) Rules, 2006.

36. Foreign currency exposures that are not hedged by derivative instruments as at 31 March 2012 is as follows:

Particulars Equivalent rupee value of foreign currency

Amount(USD)

Income received in advance 2,415,226(--)

47,213(--)

Figures in bracket are for the previous year.

37. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956:

a) Expenditure in foreign currency: (On accrual basis)

Particulars Current yearRs.

Previous yearRs.

Employee benefi ts expense:

Staff welfare expenses 1,367 --

Total 1,367 --

Other expenses:

Training expenses 2,640,065 14,123

Advertisement and publicity 141,423 12,032

Business and sales promotion 542,844 930

Traveling expenses 1,766,016 2,060,932

Repairs and maintenance - others 21,966 --

Telephone expenses 25,294 944

Miscellaneous expenses 45,702 29,092

Total 5,183,310 2,118,053



38. The Company is in the process of appointment of Company Secretary as required under Section 383A of The Companies Act, 1956.

39. Till the year ended 31 March 2011, the Company was using pre revised Schedule VI of the Companies Act, 1956 for the preparation and presentation of its fi nancial statements. During the year ended 31 March 2012, the revised Schedule VI notifi ed under the Companies Act, 1956 has become applicable to the Company. Therefore, the Company has reclassifi ed previous year fi gures to conform to the current year’s presentation.

As per our report of even date attached

FOR Suresh Surana & Associates For and on behalf of the Board of DirectorsChartered Accountants Suresh G. Bharwani Chairman and Managing Director(Ramesh Gupta)PARTNERMembership No. 102306 Nandu G. Bharwani Joint Managing Director

Mehul K Kuwadia Director

C. V. Ramana Director

Rohit Puri Director Mumbai , Dated : 28 May 2012 Mumbai , Dated : 28 May 2012



BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE(As per GSR No. 388(E) [F No. 3/24/94-CLV] dated 15/05/1995)

I. Registration Details

Registration No. : L72100MH1983PLC127133 State Code: 11

Balance Sheet Date : 31 March 2012

II. Capital Raised During the Year (Amount in Rs. Thousand)

Public Issue : Nil

Right Issue : NilBonus Issue : Nil

Private Placement : Nil

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousand)

Total Liabilities : 524,307

Total Assets : 524,307

Sources of Funds

Paid-up Capital : 58,983

Reserves and surplus : 316,967

Secured Loans : Nil

Unsecured Loans : Nil

Deferred Tax Liability (net) : 10,674

Application of Funds

Net Fixed Assets : 230,617Investments : 141,266Net Current Assets : (437)Miscellaneous Expenditure : NilProfi t and Loss Account (debit balance)

IV. Performance of Company (Amount in Rs. Thousand)Turnover and other income : 347,145Total Expenditure : 311,557(Net of increase / decrease in stocks)

Profi t / (Loss) before tax : 35,589Profi t / (Loss) after tax : 21,887Earning per share in Rs.

Basic : 3.72Diluted : 3.72Dividend rate : Interim dividend 15%

V. Generic Names of Three Principal Products / : (As per monetary terms)Services of the company

Item Code No.

(ITC Code) : Not applicableProduct Description : IT Training in Hardware and Networking

Dear Shareholder,

Re: Green Initiative in Corporate Governance The Ministry of Corporate Affairs (“Ministry”) has undertaken a “Green Initiative in Corporate Governance” by allowing paperless compliances by companies through electronic mode. In accordance with the recent Circular No. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the Ministry, companies can now send various notices / documents (including notice calling Annual General Meeting, Audited Financial Statements, Directors’ Report, Auditors Report, etc.) to their shareholders through electronic mode, to the registered email addresses of the shareholders. This is a golden opportunity for every shareholder of Jetking Infotrain Limited to contribute to the Corporate Social Responsibility initiative of the Company towards a greener environment.

All you have to do is to register your e-mail id to receive communication through electronic mode. ADVANTAGES OF REGISTERING FOR E-COMMUNICATION: • Save costs on paper and on postage• Reduce paper consumption and save trees• Receive communication promptly

Kindly register your email ID with your Depository Participant

Alternatively, you can register your email ID by writing to:

Registrar and Transfer Agent (R&TA):Mr. Shashikumar,Sharex Dynamic India Private LimitedUnit-1, Luthra Industrial Premises,1st Floor, 44-E, M Vasanti Marg,Andheri Kurla Road, Safed Pool,Andheri (East), Mumbai – 400 072

Please note that if you wish to get a hard copy / physical copy of all the communications, the Company undertakes to provide the same at no extra cost to you. We look forward to your active participation in this ‘Green Initiative’.

For Jetking Infotrain Limited

Nandu G. BharwaniJoint Managing Director

Regd. Office : Jetking Infotrain Ltd., Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri(W), Mumbai-400 015. Tel: 24156486 / 24156528 E-mail: [email protected]

FORM OF PROXY

I/We of

being Member/Members of the above Company having folio number

appoint of

or failing him of

as my/our proxy to attend and vote for me/us on my/our behalf at the 28th Annual General Meeting of the Company

to be held on Tuesday, 17th July 2012.

Signed this day of June/July, 2012.

Note: The Proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time of

the meeting.

Re. 1/-RevenueStamp

��

28th ANNUAL REPORT 2011-12

Regd. Office : Jetking Infotrain Ltd., Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri(W), Mumbai-400 015. Tel: 24156486 / 24156528 E-mail: [email protected]

Please complete this attendance slip and hand it over at the entrance of the meeting hall

ATTENDANCE SLIP

Name of the attending Member : (In Block Letters)

Member’s Folio Number :

Name of the Proxy : (In Block Letters)(To be filled in if the Proxy attends instead of the member)

No. Of shares held :

I hereby record my presence at the 28th Annual General Meeting of the Company at Hotel Ramee International, 757, S.V. Road, Khar (West), Mumbai - 400 052.

Note: The copy of the Annual Report may please be brought to the meeting hall.

Member’s / Proxy’s Signature

28th ANNUAL REPORT 2011-12

Documents

G-237-12-Jetking-Report-12-starting pages · 14 28th ANNUAL REPORT 2011-12 NOTICE NOTICE is hereby given that Twenty Eighth Annual General Meeting of the Members of JETKING INFOTRAIN