educomp solutions ltd Directors report

2. DIVIDEND AND TRANSFER TO RESERVE:

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended as on March 31, 2021.

During the year under review, the Company has made no transfer to reserves.

On Standalone basis Companys total income stands at Rs. 14.73 million as on March 31, 2021 as compared to Rs. 106.58 million as on March 31, 2020, a decline of 86.18%. The loss before taxes is Rs. 505.98 million as on March 31, 2021 as against loss before taxes of Rs. 1513.68 million as on March 31, 2020.

On Consolidated basis Companys total income stands at Rs. 14.73 million as on March 31, 2021 as compared to Rs. 108.20 million as on March 31, 2020, registering a decline of 86.38 %. The loss before tax and exceptional items stands at Rs. 511.87 million as on March 31, 2021 as against loss of Rs. 1438.03 million as on March 31, 2020.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section and forms integral part of this Report.

A. AUTHORIZED SHARE CAPITAL

Authorised Share Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only) divided into 20,00,00,000 (Twenty Crores) equity shares of Rs. 2/- (Rupees Two Only) each.

B. ISSUED AND PAID-UP SHARE CAPITAL

During the year under review, the Company has not issued and allotted any equity shares and the paid up share capital stood at Rs. 24,49,34,336/- consisting of 12,24,67,168 Equity Shares of the face value of Rs. 2/- each as on 31st March, 2021 and as on the date of report.

5. FOREIGN CURRENCY CONVERTIBLE BONDS

In Year 2012-13, the Company had raised US$ 10 million, Zero Coupon Foreign Currency Convertible Bonds ("FCCB") for redemption of outstanding Zero Coupon Foreign Currency Convertible Bonds.

The Bond holders, as per the agreement, have the option to convert these bonds into Equity Shares, at a price of Rs.188.62 per share within 5 years and 1 day from the date of disbursement. The FCCB are redeemable at a premium of 33.15 % on principal after 5 years and 1 day. The FCCB were raised for the purposes of redemption of earlier FCCB of the Company. As on March, 31, 2017 US$ 10 million (previous year US$ 10 million) FCCB were outstanding for conversion into equity shares of Rs. 2 each. The bonds were convertible latest by July 24, 2017. The Company was not able to redeem these FCCB and thus has defaulted on redemption. In this regard, please note that the Company is CIRP since May 30, 2017 and a moratorium period is in effect since 30th May 2017 wherein no judicial proceedings for recovery, enforcement of security interest, sale or transfer of assets, or termination of essential contracts can be instituted or continued against the Company.

6. SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES & EXTERNAL COMMERCIAL BORROWINGS Non-Convertible Debentures

As on 31^st March 2021, the Company has outstanding Secured Non-Convertible Debentures (NCDs) for an aggregate value of Rs. 45 Crores comprising 350, 13.5% Secured Non-Convertible Debentures (Listed on Bombay Stock exchange) of the face value of Rs.10,00,000/- each aggregating to Rs.35 Crores and 100, 13.25% Secured Non-Convertible Debentures of the face value of Rs.10,00,000/- each aggregating to Rs.10 Crores.

The debenture trustee of these debentures is Axis Trustee Services Limited having its registered office at Axis House, 2^nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra- 400025. Ph:-022-24255215/5216; email:-complaints@axistrustee.com; debenturetrustee@axistrustee.com.

The Company has defaulted on interest and redemption of these NCDs. In this regard, please note that the Company is under CIRP since May 30, 2017 and a moratorium period is in effect since 30^th May 2017 wherein no judicial proceedings for recovery, enforcement of security interest, sale or transfer of assets, or termination of essential contracts can be instituted or continued against the Company.

External Commercial Borrowings

In Year 2012-13, the Company has raised US$ 70 million through External Commercial Borrowing ("ECB") comprising US$ 30 million from International Financial Corporation ("IFC") a member of the World Bank Group

and US$ 40 million from Societe De Promotion Et De Participation Pour La Cooperation Economique (PROPARCO), a French development financial institution. The ECB has a term of 8.5 years with a 3 years moratorium and the coupon rate is LIBOR + 4.5%. The ECB has been raised for purposes of redemption of existing FCCB. The said ECB is outstanding at the Financial Year ending on March 31, 2020. The Company has made a default in payment of interest and repayment of these ECBs. In this regard, please note that the Company is under CIRP from May 30, 2017 and a moratorium period is effective since 30^th May 2017 wherein no judicial proceedings for recovery, enforcement of security interest, sale or transfer of assets, or termination of essential contracts can be instituted or continued against the Company.

7. MATERIAL CHANGES AND COMMITMENTS

Material Changes affecting the financial position of the Company which have occurred between the F.Y.2017-2023 and the date of this report:

The Corporate Insolvency Resolution Process ("CIRP") against Educomp Solutions Limited ("Corporate Debtor") was initiated by the Honble National Company Law Tribunal, Principal Bench at New Delhi ("Adjudicating Authority") under Section 10 of the Code vide its order dated 30^th May 2017. The Adjudicating Authority vide its order, appointed Dr. Sanjeev Aggarwal as the Interim Resolution Professional ("IRP") to conduct the CIRP of the Corporate Debtor. Thereafter, in the third CoC Meeting held on 12^th September 2017, the IRP was replaced and Mr. Mahender Kumar Khandelwal was appointed as the Resolution Professional ("RP") to run the CIRP of the Corporate Debtor.

Subsequently, the RP published Expression of Interest ("EoI") inviting resolution plans for the revival and restructuring of the Corporate Debtor. Further to the issuance of the EoI, the resolution plans were received from one Ebix Singapore Pte. Ltd. ("Ebix") and one Boundary Holdings SARL SPF. Pursuant to the discussions and deliberations with the CoC, the Resolution plan submitted by the Ebix was put to vote. Ebixs resolution plan, in terms of Section 30(4) of the Code, was finally approved by the CoC with 75.35% majority voting share on 22^nd February 2018 including vote of Chhattisgarh State Electricity Board ("CSEB") whose vote was received subsequently due to a technical glitch. Pursuant thereto, the Resolution Professional submitted the Ebixs Resolution Plan for the approval of the Adjudicating Authority by way of an application under Section 30(6) and 31 of the Code (CA 195 of 2018) ("Plan Approval Application").

Around July 2019, while the Plan Approval Application was pending adjudication before the Adjudicating Authority, Ebix filed its first application seeking withdrawal of the Resolution Plan on account of the purported inordinate delay in approval of the resolution plan by the Adjudicating Authority, and ongoing investigations into the affairs of the Corporate Debtor. The said application was dismissed by the Adjudicating Authority. Thereafter, Ebix filed another withdrawal application in August 2019 on the similar cause of action. The second application was also dismissed by the Adjudicating Authority. However, the third withdrawal application filed by Ebix (IA 1816 of 2019) after having been heard at length on 25^th November 2019 was allowed by the Adjudicating Authority vide its order dated 02^nd January 2020 (2^nd January Order"). Thereby Ebix was permitted to withdraw its plan despite the same having been approved by the Committee of Creditors of Educomp ("CoC"). The Adjudicating Authority also imposed a cost of Rs. 1 lakh on Ebix and extended the CIRP of the Corporate Debtor by 90 days to begin from 16^th November 2019. The Adjudicating Authority directed the Resolution Professional to expedite the possibility of achieving resolution of the stressed assets within such extended period.

As a consequence of the 2^nd January Order passed by the Adjudicating Authority in third withdrawal application for filed by Ebix (IA 1816 of 2019)., the Adjudicating Authority dismissed the Plan Approval Application filed by the Resolution Professional vide its further order dated 3^rd January 2020.

The NCLAT allowed the First Appeal filed by the CoC vide its judgment dated 29^th July 2020 and set aside the 2^nd January order passed by the Adjudicating Authority inter alia holding that the Adjudicating Authority did not have the power to allow Ebix (RA) to withdraw its resolution plan after it was approved by the CoC.

The Honble Supreme Court was pleased to issue notice in the Ebix Appeal on 07^th October 2020 and vide the same order stayed the proceedings under Second Appeal before the NCLAT. The question of law involved in Ebixs Appeal was "Whether the withdrawal of Resolution Plan is permitted after it has been approved by the CoC".

The Honble Supreme Court after hearing the parties vide its judgment dated 13^th September 2021 dismissed the Appeal on the ground that "The existing insolvency framework in India provides no scope for effecting further modifications or withdrawals of CoC-approved Resolution Plans, at the behest of the Successful Resolution Applicant, once the plan has been submitted to the Adjudicating Authority. The Honble Court further held that "A submitted Resolution Plan is binding and irrevocable as between the CoC and the successful Resolution Applicant in terms of the provisions of the IBC and the CIRP Regulations."

Accordingly, the Honble Supreme Court dismissed Ebixs Appeal.

Consequent to the Supreme Courts order the NCLAT allowed the Second appeal, on 12th November 2021, dated against the NCLT Order dated 3rd January 2020, and immediately thereafter the certified copy of the NCLAT order dated 12th November 2021 along with the certified copy of Honble Supreme Court Order were filed with the Registry of the NCLT. However, despite filing the said orders before the Adjudicating Authority, the NCLT did not list the matter in time. Therefore, to escalate the matter an application for restoration was (RA 39 of 2021) filed. Finally, RA 39 of 2021 came up before the NCLT on 3rd December 2021, where the Adjudicating Authority remarked that its a shame that this matter couldnt be taken up on its own and vide its order dated 03rd December 2021it was said that there was no requirement of filing restoration application, nevertheless this application has been filed in the deference of the Honble Supreme Court and NCLT Order. The NCLT thereafter listed the Plan Approval Application for hearing on 22nd December 2021.

On 22nd December 2021, the matter was listed for hearing and part argument took place. The matter was then adjourned to 25th January 2022. However, before the matter could be taken up on the said adjourned date i.e., 25th January 2022, an application (IA 187 of 2022) Ex-Directors Application was filed by the Ex-Director- Mr Shantanu Prakash, also the promoter of Corporate Debtor, seeking direction from the Adjudicating Authority to direct Resolution Professional to take action w.r.t the transaction which concerns the insolvency of Corporate Debtors subsidiary based out of Singapore. This application was also listed on 01.06.2022 along with Resolution Professionals Plan Approval Application. However, the NCLT has not issued any notice in this application so far.

Thereafter, the Plan Approval Application was listed on 25 January 2022, but was simpliciter adjourned to 15 March 2022. Meanwhile, the Resolution Applicant filed another application IA 397/2022, which came up for hearing on 27 January 2022, and in the said application the Resolution Applicant sought certain information irrespective of the Information Memorandum from the Resolution Professional regarding the annual returns, financial statement and status of affairs of the Corporate Debtor. RPs Counsel opposed IA 397 of 2022 and also filed a reply to IA 397 of 2022.

On 14 February 2022, IA 397/2022 was listed before the NCLT, however, the reply filed by RP was not available on record. The Adjudicating Authority on that date granted liberty to RA to file Rejoinder to IA 397 of 2022 and adjourned it to 28 February 2022. On 28 February 2022, IA 397 of 2022 got listed before the Special Bench, therefore, again it was adjourned to 08 March 2022 for it to be heard by the Regular Bench, the matter was adjourned to 08 March 2022. The IA 397 of 2022 was finally taken up on 8th March 2022, where the RP Counsel opposed the application extensively and the same was dismissed on the ground of being premature.

On 11th April 2022, fresh application IA 1611 of 2022 was filed by the Resolution Applicant seeking issuance of a direction to the Resolution Professional to take steps to protect the assets owned by Corporate Debtors Wholly Owned Subsidiary ("EPEL") attached by the Enforcement Directorate which was dismissed by the Adjudicating authority the same day since the attached asset(s) were owned by EPEL and not the Corporate Debtor. The Adjudicating Authority adjourned the Plan Approval Application for hearing on 19 April 2022.

On 06 May 2022, the NCLAT heard the Co. Appeal (Ins.) No. 507 of 2022 filed by the Resolution Applicant challenging the order dated 08 March 2022 passed by the NCLT dismissing IA 397 of 2022. The NCLAT dismissed the appeal on the direction to RP that on the approval of the Resolution Plan, all of the required information which is available with the Resolution Professional shall be provided to the Resolution Applicant.

On 06 May 2022, the Plan Approval Application was also listed before the Adjudicating Authority for hearing, however, the same could not be taken up due to non-availability of Technical Member constituting the Bench hearing the matter. The matter was adjourned to 24.05.2022 accordingly.

Thereafter on 19 May 2022, Co. Appeal (Ins.) No. 550 of 2022 preferred by Resolution Applicant against order dated 11.04.2022 passed by NCLT in IA 1611 of 2022 was listed. The Honble NCLAT pursuant to the submissions made by respective parties disposed of the appeal by directing the Resolution Professional to share the Provisional Attachment Order passed by Directorate of Enforcement with the Resolution Applicant.

On 24 May 2022, the Plan Approval Application was again listed for hearing before the Adjudicating Authority however, the matter could not be taken up due to non-availability of the Bench to hear the matter post the lunch hours. Accordingly, matter was adjourned to 01 June 2022.

On 01 June 2022, when the Plan Approval Application was taken up, the Judicial Member stated that since both him and the technical member constituting the present Bench are retiring in June 2022, all pending matters would only now be heard in the month of July. Accordingly, a short date of 08 July 2022 was given by the Registry for listing the Plan Approval Application.

On 05 September 2022, the following applications were listed- C.A No. 195(PB) of 2018 - Plan Approval Application, I.A No. 187 of 2022 - Application by Mr. Shantanu Prakash seeking directions and I.A. No. 3112 of 2022- Application filed by Sri Guru trust claiming to be an Operational Creditor. However, the matter could not be taken up since the Judicial Member had to sit in another Bench post-lunch and the matter was adjourned to 29 September 2022.

In order to ensure a hearing of the Plan Approval Application on 29.09.2022, I.A 4377 of 2022 (listed on 14 September 2022) was filed by the Resolution Professional, seeking listing of the Plan Approval Application high on board on the scheduled date of listing i.e. 29 September 2022 or to have the matter set down for a fixed time on that date for expeditious disposal. The Bench acknowledged the request and disposed of the application directing the Registry to list the Plan Approval Application at the top of the Board for the matters listed on 29 September 2022, after the supplementary and admission matters.

On 29 September 2022, the matter comprising the pending applications before the Adjudicating Authority were listed before a Special Bench rather than the usual Bench to which the matter is assigned. The Bench stated that since the Regular Bench was not available, the Bench adjourned the matter to 03 October 2022.

On 03 October 2022, the Senior Counsel representing the Resolution Professional submitted before the Bench that apart from the Plan Approval Application, there are two applications pending, one filed by the ex -promoter and the second by an operational creditor, both of which do not have any bearing on the Plan Approval Application. Further, a request was also made to the Bench to decide the Plan Approval Application. The Bench noted the submissions but expressed its inability to take up the matter as the Judicial Member had to take up the matters of another Bench after lunch hours and accordingly adjourned the matter to 09 November 2022.

On 09 November 2022, the Bench again expressed its inability to take up the matter as the Judicial Member had to take up the matters of another Bench and accordingly adjourned the matter to 06 December 2022.

On 06 December 2022, the Bench considered the Plan Approval Application at length and heard the submissions made by Senior Counsel representing Resolution Professional up till 2 pm. Thereafter, the Bench adjourned the matter to 07 December 2022 (the next day) for the resumption of arguments on the Plan Approval Application.

On 07 December 2022, the Bench directed the Resolution Professionals Counsel to resume arguments on the Plan Approval Application. The Senior Counsel representing RP presented submissions on the contents of the Resolution Plan while simultaneously taking the Bench through the relevant clauses of the Plan. On this date, the Bench for its understanding and reference directed the RP to file the Compliance Certificate dated 26.09.2018 in the form of FORM-H. The matter was accordingly adjourned to 14 December 2022 for the purpose of bringing Form H on record.

On 14 December 2022, in compliance with the order dated 07 December 2022, Form H was filed by the Resolution Professional by way of an Additional Affidavit. However, the Bench stated that since the Ld. Technical Member has to preside in another Bench after lunch and the AdditionalAffidavit so filed is also not yet reflecting on the DMS (online portal) of the NCLT, the matter (all the pending applications) was accordingly adjourned to 03.01.2023.

On 03 January 2023, the following applications were listed:

I. I.A No. 195 of 2018 - Plan Approval Application by RP

II. I. A No 20 of 2023 - Application to file Revised Form H by RP

III. I.A No. 3112 of 2022- Sri Gurutrust Application

IV. I.A No. 187 of 2022- Ex- Director Application

At first, the Bench took up (I.A. 20 of 2023) filed by the Resolution Professional to bring on record the revised Form H to bring out greater clarity in respect of certain issues/ provisions under the Resolution Plan. The NCLT allowed I. A 20 of 2023 and took the revised Form H on record.

Thereafter, the Bench called out I.A 3112 of 2022 (Sri Gurutrust Application). The Bench took a brief overview of the Sri Gurutrust Application filed by Sri Gurutrust claiming to be an Operational Creditor of the Corporate Debtor. The Senior Counsel appearing for the Resolution Professional vehemently denied the maintainability of the present application. The Bench then noted that they will take up the application after hearing the Plan Approval application.

Thereafter, the Bench took up I.A. 187 of 2022 (Ex-Directors Application) and enquired about the issue involved in the Application. After much elucidation on the Application by the Counsels representing respective parties, the NCLT directed the Applicant and the RP Counsels to file a detailed chart of the entities involved and the transaction under the Ex-Directors Application for its understanding. Thereafter, all applications including the Plan Approval Application were adjourned to 06 February 2023.

It is pertinent to state that at present along with the pending Plan Approval Application- CA 195(PB) of 2018 filed by the Resolution Professional, IA 187 of 2022 filed by suspended Director Mr. Shantanu Prakash, IA 3112 of 2022 filed by Srigurutrust under Section 60(5) claiming to be an Operational Creditor, CA 160(PB) of 2018-Clarification Application are also pending adjudication before the Adjudicating Authority and are next listed for consideration on 06 February 2023.

On 06 February 2023, the Bench took I.A 187 of 2022. The counsel appearing on behalf of Mr. Shantanu Prakash gave background about the application filed by Mr. Shantanu Prakash and issues involved. In response, the counsel appearing on behalf of the RP inter alia challenged the maintainability of the application filed by Mr. Shantanu Prakash under Section 45 and 47 of the Code. After hearing the submissions, the Honble Bench determined six questions and directed all parties to file short written synopsis. All the applications were directed to be listed on 01 March 2023 including I.A 195 of 2018 (Plan Approval Application) and I.A No. 3112 of 2022 (Sri Guru Trust Application).

Thereafter, all the three applications were listed on 01 March 2023. When the matter was called out, the Bench took I.A 187 of 2022. The Bench enquired about the status of the written synopsis as directed by the Bench by its order dated 06 February 2023. The counsel appearing on behalf of the RP, Mr. Shantanu Prakash and SBI Singapore informed the Bench that they have filed the written synopsis. The counsel appearing on behalf of the COC informed that they could not e-file the written synopsis because of a technical fault in the filing system. Meanwhile, Mr. Saurabh Kirpal, Senior Advocate appearing on behalf of Mr. Shantanu Prakash in IA No. 187/2022 joined the hearing via video conference. The bench was not inclined to hear Mr. Kirpal on video conference and directed him to appear in person. Mr. Kirpal sought accommodation to appear and make submissions in IA No. 187/2022 after a week. After hearing the brief submissions of all parties, the Bench listed IA No. 187 on 22 March 2023.

The Bench then took I.A No. 3112 of 2022. The counsel appearing on behalf of Shri Guru Trust gave a background of the application. The counsel informed the Bench that the RP has admitted and acknowledged to pay INR 31,26,000 to the Applicant. Counsel appearing on behalf of the RP in response submitted that no claim form was filed by the Applicant during the corporate insolvency resolution process and secondly no bifurcation is provided by the Applicant to show which part of the claim belongs to post-CIRP and pre-CIRP period. The counsel also submitted that any dues for post-CIRP period will become part of the CIRP and the dues pertaining to pre-CIRP period cannot be accepted by the RP at this stage as the resolution plan is already pending approval before the bench. After hearing the submissions, the Bench directed that upon the Applicant furnishing a break-up of its claim INR 31,26,000, the RP would examine and verifying the same in accordance with the provisions of the Code.

Thereafter, C.A 195 (Plan approval application) was mentioned by Mr. P Nagesh. He submitted that there is great urgency in the matter as also the long wait through which the lenders have been put through on account of the delay. He also traced the background of the matter and prayed that the application be taken up and disposed of at the earliest. Pursuant to his request, the Bench listed CA 195 along with IA No. 187/2022 on 22 March 2023.

Thereafter, the matter was listed on 22 March 2023. However, due to paucity of time, the two remaining applications i.e., IA No. 187/2022 and C.A 195 (Plan approval application) were adjourned to 24 April 2023.

On 24 April 2023, both the applications were listed. When the matter was called out, the Bench took IA No. 187/2022. During the hearing, the counsel appearing on behalf of Mr. Shantanu Prakash sought for a pass over since Mr. Saurabh Kirpal, Senior Advocate leading them in the matter was held up in a constitution bench matter before the Supreme Court. The Bench expressed its inability to pass over the matter and intended to give a short date. The counsel appearing on behalf of the COC and the RP pressed listing of CA 195 (Plan Approval Application). Upon the request, the Bench have a short date and now listed the matter on 08 May 2023.

On 08 May 2023, the Bench first called out I.A 187/2022. The counsel appearing on behalf of Mr. Shantanu Prakash sought for a pass over on the ground that Mr. Saurabh Kirpal was on his legs before another court. The Bench expressed its inability to pass over the matter and requested Mr. P Nagesh to proceed with his submissions on C.A No. 195 (PB) of 2018. The Bench accordingly took C.A No. 195 (PB) of 2018. Mr. P Nagesh, appearing on behalf of the RP took the Bench through Form H and explained the amount payable to various creditors under the Resolution Plan along with relevant clauses. Mr. P Nagesh also took the Bench through various compliances of the Resolution Plan with the provisions of Code and CIRP Regulations. During the hearing, the Bench enquired about fair value, Section 29A affidavit by the Successful Resolution Applicant, performance bank guarantee etc. In response, Mr. P Nagesh submitted that the concept of fair value was inserted by IBBI by its notification dated 06.02.2018 and therefore, the same was not applicable. Further, P Nagesh referred to the referred to the undertaking dated 28.11.2017 by the Successful Resolution Applicant giving its declaration cum undertaking that there is no violation of Section 29A. The Bench on observing the multiplicity of pleadings that have been filed in C.A No. 195 (PB) of 2018, directed the RP and the COC to comply with the following directions, within 1 (One) week:

(i) Filing of the Resolution Plan along with all the annexures and addendums;

(ii) Since the proposed Resolution Plan did not contain any provision for the Performance Bank Guarantee ("PBG"), the RP was directed to place the same on record. The Bench also stated that in case the same has not been deposited, then the Successful Resolution Applicant must take steps to file the PBG;

(iii) Filing of a detailed table indicating the size of the plan and distribution of funds; The RP and COC were directed to file this as a joint affidavit with reconciled figures, dates, pages etc.

(iv) To point out source of funds and implementation of the Resolution Plan duly approved by the COC Mr. P Nagesh, on the direction of the Bench with respect to submission of PBG point, submitted that the RP cannot place on record the PBG. Mr. P Nagesh referred to Regulation 36B of the CIRP Regulations and submitted that the requirement of submiffing a PBG in terms of Section 36B of CIRP Regulations came into effect only on 24.01.2019, whereas the plan was approved on 22.02.2018. The Bench noted the observations of Mr. Nagesh and stated that they will look into this issue on the next date of hearing.

Thereafter, I.A 187 was once taken up by the Bench. The counsel appearing on behalf of Mr. Shantanu Prakash informed the Bench that Mr. Saurabh Kirpal is still on his legs and will be unable to appear before the Bench today and accordingly requested for a date. In response, the Bench noted that an adjournment is being sought for the second time on the ground of unavailability of Mr. Saurabh Kirpal and stated that they are of the opinion that the Application by ex-director should be dismissed on the grounds of non-prosecution. The counsel appearing on behalf of Mr. Shantanu Prakash requested for a last opportunity. The Bench allowed the request with the remark that last opportunity is given to the ex-director to make submissions in support of his application, failing which the application of the ex-director will be dismissed on grounds of non-prosecution on the next date of hearing. After hearing the submissions, the Bench posted the matter on 25.05.2023.

In compliance of the directions given by the Bench, the RP filed its affidavit on 23.05.2023. On the next date of the hearing i.e., 25.05.2023, both the applications were listed i.e., I.A 187/2022 and C.A 195 (PB)/2019. The Bench took I.A 187/2022 first. Mr. Saurabh Kirpal, Senior Advocate appearing on behalf of Mr. Shantanu Prakash proceeded with his arguments. Mr. Saurabh Kirpal inter alia submitted that: -

• actual valuation of the shares that have been sold amounts to USD 250 Million and that it has been sold at a highly undervalued price and in a non-transparent way.

• exception under explanation to Section 18 (i.e. assets of the Corporate Debtor shall not include assets of its Indian or foreign subsidiary) has no bearing on the moratorium imposed under Section 14 of the IBC and that the value of the shares of Educomp Asia Pacific (Pte) Ltd. should have been protected by the RP in light of Section 20 of IBC.

Thereafter, Mr. P Nagesh inter alia made the following submissions: -

• shares of Educomp Asia could not have been part of the CIRP of the Corporate Debtor first because they are not owned by the Corporate Debtor and second in light of the exception under Section 18 of the IBC.

• shares have been sold under the liquidation proceedings pursuant to order of the High Court of Singapore and that no such issue was raised by the ex-director before the liquidator of Educomp Asia Pacific (Pte) Ltd.

• there are various judicial precedents on this position of the NCLT and the NCLAT that the assets of the subsidiary cannot be made part of the CIRP proceedings of the holding company.

The counsel appearing on behalf of SBI Singapore, and COC supplemented and supported the submissions of Mr. P Nagesh. In response, the Bench enquired about the difference and definition of asset and property. In response, the counsel for SBI Singapore submitted that property has been defined under Section 3(27) of the IBC. The counsel for SBI Singapore by way of relying on the provisions of the Income Tax Act and stated that property forms part of asset, which is a bigger genus, and both the definitions cannot be distinguished and read independently in IBC.

The Bench after hearing the submissions, reserved the orders in I.A 187/2022 with the direction to the counsel of Mr. Shantanu Prakash, to file a written synopsis regarding the alleged valuation of the shares on 03.09.2021(date on which the shares of Educomp Asia were sold). The Bench also directed the counsel of SBI Singapore to file a written synopsis regarding the valuation of the shares of the Educomp Asia (Pte) Ltd. The Bench also directed the counsel for SBI Singapore and ex-Director to submit the details regarding all the valuation of shares carried out by both parties. RP was also directed to file compilation of judgements distinguishing definition of asset and property under the law. After hearing the submissions, the Bench posted the matter on 08 June 2023.

On 08 June 2023, a special bench comprising of Sh. Mahendra Khandelwal (J) and Sh. L.N. Gupta (T) presided in Court No. 2. P. Nagesh appearing on behalf of the RP apprised the special bench that IA 195/2019 is already part heard before the Regular Bench comprising of Shri Ashok Bhardwaj (J) and Sh. L.N. Gupta (T) and therefore requested that IA 195/2019 be immediately posted after the vacations. The counsel appearing on behalf of the Resolution Applicant also requested the Special Bench that the matter be posted on the top of the board on the next date of hearing.

Presently the Plan Approval Application- CA 195(PB) of 2018 filed by the Resolution Professional is pending adjudication before the Adjudicating Authority and are next listed for consideration on 05 July 2023.

As per Section 17 of the Code, on the commencement of CIRP against the Corporate Debtor,

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the resolution professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

The Company has received a letter dated October 12, 2018 from the Serious Fraud Investigation Office ("SFIO"), Ministry of Corporate Affairs ("MCA"), Government of India, intimating the Company that the Ministry of Corporate Affairs has ordered an investigation into the affairs of the Company by the SFIO.

The Ministry of Corporate Affairs ("MCA") vide its Order No. 32/2018/SFIO/CL-M dated 01.08.2018 has ordered an investigation into the affairs of the Corporate Debtor by SFIO. The first communication requisitioning documents/ information was received from SFIO by the RP in October 2018. Since then, SFIO on numerous occasions has requisitioned various documents/ information which were duly provided to them and the requisite information is being provided to them as and when required. The last communication received from SFIO was on 28.09.2022.

There was no proper composition of the Board and Key Managerial Personnel. Most of the senior employees and other staff had also resigned.

The Company has not complied with the various provisions of the Companies Act, 2013 and SEBI (LODR), 2015. Due to this reason the authorities have imposed penalties on the Company. The overall working of the Company has been affected.

The CBI had conducted search at the corporate office of the Corporate Debtor situated at 514, Udyog Vihar, Phase- III, Gurugram on 11th February, 2020, the Registered office situated at 1211, Padma Tower I, 5, Rajendra Place, New Delhi-110008 as well as the residences of the Promoters. . The raid was based on the complaint lodged by SBI on behalf of itself and various consortium banks. During the search, the CBI team had taken various documents from the corporate office. The list/ details of documents seized by CBI were also shared with the members of the CoC. Subsequently, the CBI team has visited the corporate office on various occasions and were there for almost 15 days and had requisitioned various customer agreements mostly pertaining to the financial year 2011-12. Majority of the customer agreements have been provided to them. Almost all the documents have been provided to the CBI, some of them are pending since CBI has specifically asked for the original agreements however, photocopies have been provided to them. The last communication received from CBI was on 29.12.2022.

SEBI Investigation matter against Educomp Solutions Limited: SEBI issued show cause notice dated 20.05.2021 bearing reference no. SEBI/HO/IVD/ID-16/VS/SS/2021/0532/1 u/s 11(1), 11(4), 11(4A), 11B(1) and 11B(2) r/w 15HA of Securities and Exchange Board of India Act, 1992 ("SEBI Act"), and u/s 12A(2) read with section 23E and 23H of Securities Contracts (Regulations) Act, 1956 and Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 in the matter of investigation into the alleged manipulation of books of accounts of Educomp Solutions Limited ("Show Cause Notice").

In reference to the Show Cause Notice issued by SEBI, the RP on behalf of the Company filed its Reply on 12.07.2021. Thereafter, on 03.08. 2022, the RP also filed a Compilation of Judgments in support of the grounds raised in its Reply. On 03.08. 2022, the matter was also listed before the Whole Time Member, SEBI and arguments on behalf of the RP/Company were heard by the Whole Time Member, SEBI. After the hearing, on 18.08. 2022, Written Submissions were also filed by the RP on behalf of the Company. The other parties to the Show Cause Notice also concluded their arguments. On 19.04.2023, a notice was sent by the office of the SEBI calling for further submissions as the matter would be listed for passing of orders. Accordingly, the RP on 25.04.2023 filed additional written submissions. Thereafter, SEBI vide its email dated 22.05.2023 had sought certain information regarding the Company from the RP. The same was duly provided by the RP on 24.05.2023_. On 30.05.2023, SEBI passed order in the Show Cause Notice. SEBI via the said order held that present proceedings initiated by SEBI against the Company cannot be continued in light of the fact that the Company is undergoing CIRP vide order dated 31.05.2017 and that RP has been appointed vide order dated 12.09.2017 of the NCLT, New Delhi. Further, SEBI imposed penalty on Shantanu Prakash Jagdish Prakash. With the above holding, SEBI disposed off the Show Cause Notice.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92 (3) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT-9 is presented in a separate section and is annexed herewith as "Annexure- I" to this report. Form No. MGT-9 has been prepared on the basis of best efforts and information to the extent available. The same is also available on the Companys website www.educomp.com.

9. PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits under the provisions of the Companies Act, 2013.

10. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company has 40 subsidiaries and 1 associate Company as on March 31, 2021. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company and marked as Annexure II.

I. During the year ended March 31, 2019, 1 subsidiary namely Educomp infrastructure and school management limited (EISML) has filed for insolvency on January 11, 2018 and on April 25, 2018 consequent to which Resolution Professionals (RP) have been appointed in the company and all the powers to direct the state of affairs of the company rests with the RP. Further, CoC of the EISML in September, 2019 approved a Resolution Plan submitted by Mr. Paramjit Gandhi. Accordingly, the Resolution Professional of EISML on October 10, 2019 fled an application for the approval of Resolution Plan at NCLT, Chandigarh which has been approved on December 14, 2020. Accordingly, by virtue of provisions of Ind AS 110 Consolidated Financial Statement, the Holding Company has lost its controlling power over the EISML and its 24 step-down subsidiaries (EISML group) and have not been consolidated in the current year.

II. In absence of financial or other information from the overseas subsidiaries since beginning of CIRP period despite best efforts, it has been determined by holding company, that the Group has lost control over 5 overseas subsidiaries namely Edumatics Corporation Inc. USA, Savvica Inc., Canada, Educomp IntelProp Ventures Pte Limited, Educomp Global Holding FZE and Educomp Global WLL, during the year.

III. EduSmart Services Private Limited (ESSPL) (a subsidiary through potential voting rights), Educomp Asia Pacific Pte Limited. (EAPL), The Learning Internet Inc (L.com) and 1 step down subsidiary, Educomp Learning Hour Private Limited have filed for insolvency on June 27, 2017, June 30, 2017, June 30, 2017 and December 11, 2017 respectively consequent to which Resolution Professionals (RP) have been appointed in the respective companies and all the powers to direct the state of affairs of these companies rests with the respective RPs. Accordingly, by virtue of provisions of Ind AS 110 Consolidated Financial Statement, the Holding Company has lost its controlling power over the above mentioned subsidiaries and have not been consolidated in the current year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements will be available on our website http://www.educomp.com/content/investors- home.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March 2021, Board of Directors of Educomp Solutions Limited comprises of one non-executive non independent director namely Mr. Shantanu Prakash.

Further, Mr. Shantanu Prakash, Promoter Non-Executive Director of the company, was failed to get re-appointed as director in the Annual General Meeting, for the financial Year 2017-18, held on November, 08, 2021.

Accordingly, as on the date this Report, there is no director on the Board of the company.

On May 05, 2021 the company has appointed Mr. Manoj Garg as Chief Financial Officer and Mr. Ankit Bisht as Company Secretary of the Company w.e.f. 1^st September, 2022. The Previous Company Secretary Mr. Lakshay Vaid has resigned from the company w.ef. 31^st August, 2022 Moreover, as on date of the report, the Company does not have the Managing Director/CEO/WTD.

Board Evaluation

As specified the Company has been admitted to CIRP under Section 10 of the Code w.e.f 30th May 2017. Thereafter, in accordance with Section 17 of the Code, the powers of the Board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. Accordingly, due to the suspension of the powers of the board no Board evaluation has been carried out during the year under review.

12. BOARD MEETINGS

On May 30, 2017, the Company has been admitted to CIRP under Section 10 of the Code. Thereafter, in accordance with Section 17 of the Code, the powers of the Board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. Therefore, no board meeting was convened during the reporting period.

13. COMMITTEES TO THE BOARD OF DIRECTORS

The details regarding committees of the Board of Directors of the Company viz. composition, terms of reference, and other information, as required, have been provided in the Report on Corporate Governance which forms integral part of Annual Report.

14. INDEPENDENT DIRECTORS DECLARATION

As specified above that w.e.f May 30, 2017 the Company has been admitted to CIRP under Section 10 of the Code. Thereafter, in accordance with Section 17 of the Code, the powers of the Board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. Accordingly, the Company does not have the necessary declaration, for period under review, from the Independent Director as required in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 read with Clause 16(1)(b) and 25 of the Listing Regulations, 2015.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has put in place a structured induction and familiarization programme for Independent Directors. The Company through such programme familiarizes Independent Directors with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations of the Company, etc. Details on familiarization programme for Independent Directors is posted on the Companys website and can be accessed at http://www.educomp.com/content/familiarisationprogramme. No Familiarization program has been carried out by the company during the period under review as the company is under CIRP w.e.f. May 30, 2017.

16. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed nomination and remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on the appointment and remuneration of other employees. The Remuneration Policy is stated in the Corporate Governance Report that forms part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and beliefs and according to the information and explanations obtained by the RP of the Company, the RP makes the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the RP has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for the period ended on March 31, 2021;

c) That RP has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis; and

e) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

f) That the RP has devised the proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. HUMAN RESOURCE MANAGEMENT:

The Company is having no new operations and servicing only to old customers and hence comprises of very limited staff. Educomp had total employee strength of 43 as on 31^st March, 2021 as compared to 84 as on 31^st March, 2020.

19. STATUTORY DISCLOSURES:

As specified above that w.e.f May 30^th, 2017 the Company has been admitted to CIRP under Section 10 of the Code. Thereafter, in accordance with Section 17 of the Code, the powers of the Board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. The Company does not have the written declaration, for period under review, in Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has the Corporate Social Responsibility (CSR) Committee and CSR Policy, as per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. Further, the Annual Report on CSR Activities in format prescribed in Companies (Corporate Social responsibility) Rules, 2014 including the brief outline of the corporate social responsibility (CSR) policy of the Company annexed to this report Annexure III.

The Company has losses in the past periods and has no amount attributable to Corporate Social Responsibility as per the Companies Act and the company is currently undergoing Corporate Insolvency and Resolution Process, Hence, no expenses towards the Corporate Social Responsibility is required.

21. AUDITORS & AUDITORS REPORT:

It is to be noted that Committee of Creditors has power to appoint the statutory auditor of the Corporate Debtor and its through Committee of Creditors approval only that the appointment can be done. Further, under Insolvency and Bankruptcy Code, 2016 ("Code"), the Resolution Professional, during the CIRP, cannot make changes in the appointment or terms of contract of statutory auditors or internal auditors of the Corporate Debtor without the prior approval of the Committee of Creditors of the Corporate Debtor.

In view of above, subject to the approval of the members of the Company, the Members of the Committee of Creditors approved the appointment of M/s Kumar Vijay Gupta & Co. Chartered Accountants as Statutory Auditors of the Company for the FY 2020-21 to F.Y 2024-25 by 84.75 per cent of voting share of the financial creditors on the recommendation of the Resolution Professional in the 28^th CoC meeting held on 24^th January, 2023.

Further, the members of the Company also approved the appointment of M/s Kumar Vijay Gupta & Co. Chartered Accountants as Statutory Auditors of the Company for the FY 2020-21 to F.Y 2024-25 in the 26^th Annual General Meeting held on 27^th March, 2023.

The Company has received consent letter and eligibility certificate from M/s. Kumar Vijay Gupta & Co, Chartered Accountants of the Company, along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act 2013 and the rules made thereunder.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. P.C. Jain & Co., Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2020-21. The Report of the Secretarial Auditor is annexed herewith as Annexure- IV.

MANAGEMENT RESPONSE TO THE OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDING 31st MARCH 2021.

With reference to observations provided by the Secretarial Auditor, please note that the observations are related to the non-compliances under the Companies Act, 2013 and SEBI regulations. As the members are aware that the Company is under CIRP and most of the officials of the company including the top management has left. The Company is making its best efforts to make all compliances under all applicable laws to the extent possible.

23. COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Company appointed M/s Ahuja Sunny & Co., Cost Accountant, as the Auditor of the Cost records of the Company for the year ending 31st March, 2021. Further, as specified above, as the powers of the board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. The Resolution professional further approved the appointment of M/s Ahuja Sunny & Co., Cost Accountant, as the cost auditors of the Company for the year ending 31st March, 2021, at a remuneration, subject to approval and ratification by the shareholders, of Rs. 40,000 (Rupees Forty Thousand Only) plus out of pocket expenses.

The cost audit report of M/s Ahuja Sunny & Co., Cost Accountant, for the financial year 2020-21 does not contains any adverse qualification or remarks.

24. SHARE REGISTRATION ACTIVITY:

The Company has appointed "LINK INTIME INDIA PRIVATE LIMITED" a category-I Registrar and Share Transfer Agent reregistered with Securities and Exchange Board of India (SEBI) to handle the work related to Share Registry.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 2015, the Company has a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the vigil mechanism Policy/ Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It can be accessed on the following link http://www.educomp.com/content/policies.

26. RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT POLICY

Like any other business, the Company too is exposed to various uncertainties and risks such as changing customer preferences and behavior, competition and economic uncertainties. Thus, with the objective of assessing and addressing such business risks and their prioritization on regular basis, a comprehensive risk management policy has been put in place, which describes the scope, objectives, processes as well as roles and responsibilities of various functions in risk management.

By way of a systematic risk assessment process, a detailed enterprise risk identification exercise is carried out every year; and risks are evaluated for their likelihood of materialization, potential impact and mitigation efforts. Management has assigned ownership of key risks to various risk owners who are responsible to monitor and review these risks from time to time, and plan for their mitigation measures. Your Companys Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

In terms of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company is not require to form Risk Management Committee.

As specified above the Company is present under CIRP w.e.f May 30, 2017 and all the powers of the management are vested to the Interim Resolution Professional followed by the Resolution Professional. Resolution Professional, in accordance with the provisions of the code, is performing his best to mitigate the all risk associated with the company.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Audit Committee Policy is also uploaded on the website of the Company & can be accessed on http://www.educomp.com/content/policies .

Since all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and there was no material related party transactions entered into by the Company during the financial year, accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not required.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

28. CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Companies Act, 2013 and also under the Listing Regulations, 2015 we have, prepared consolidated financial statements of the Company and all its subsidiaries and Associates except during the year ended March31, 2018,3 subsidiaries namely EduSmart Services Private Limited (ESSPL) (a subsidiary through potential voting rights), Educomp Asia Pacific Pte Limited. (EAPL), The Learning Internet Inc (L.com) and 1 step down subsidiary, Educomp Learning Hour Private Limited have filed for insolvency on June 27, 2017, June 30, 2017, June 30, 2017 and December 11, 2017 respectively consequent to which Resolution Professionals (RP) have been appointed in the respective companies and all the powers to direct the state of affairs of these companies rests with the respective RPs. Accordingly, by virtue of provisions of Ind AS 110 Consolidated Financial Statement, the Holding Company has lost its controlling power over the above mentioned subsidiaries and have not been consolidated in current year. Further, as per Ind AS110" Consolidated Financial Statements" ,Loss of Control accounting is required to be done on the date on which control is lost by the parent entity. Since the financials on the date of loss of control are not available with the management of the holding company, loss of control accounting in preparing these consolidated Ind AS financial statements has been done on the basis of last financials statements available for the year ended March 31, 2017.

Further, during the previous year ended March 31, 2017, the holding company had total investment of 41.82% in Joint venture namely Educomp Raffles Higher Education Limited (ERHEL), through two of its wholly owned subsidiaries i.e. 41.17% through Educomp Asia Pacific Pte Ltd. (EAPL) and 0.65% through Educomp Professional Education Limited (EPEL). During current year, the High Court of the Republic of Singapore, on the grounds of insolvency, vide its order dated June 30, 2017 has passed an order of compulsory winding up against EAPL pursuant to which liquidators have been appointed in EAPL. Hence, by virtue of Ind AS110" Consolidated Financial Statements" the holding company has lost its controlling power over EAPL leading to loss of significant influence in ERHEL as the investment of the Holding company in ERHEL has reduced to 0.65% from 41.82% during the year. Accordingly, ERHEL has ceased to be a Joint venture of the Holding Company as at March 31, 2019 and hence the same has been disclosed as an investment in others.

The audited consolidated financial statements together with Auditors Report form part of this Annual Report.

29. LISTING OF SHARES:

The Equity Shares of your Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for the financial year 2020-21 has been paid to NSE only.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars are prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding the energy conservation, technology absorption and foreign exchange earnings and outgo are set out in Annexure - V attached to this report.

31. RATINGS, AWARDS, ACHIEVEMENTS & RECOGNITIONS:

As specified above the Company is present under CIRP w.e.f May 30, 2017 and all the powers of the management are vested to the Interim Resolution Professional followed by the Resolution Professional. The Company has not carried out any rating during the period under review. So we are reproducing the last ratings as allocated to the company.

Ratings

Credit Analysis & Research Ltd, or CARE, has assigned the following ratings in relation to our long term and short term financing facilities:

Bank facilities: CARE D (Single D) to our bank facilities aggregating to Rs. 1921.80 Crore.

Receivable assignment facilities: CARE D (Single D) to our Receivable Assignment facilities, aggregating to Rs. 404.08 Crore.

Non-Convertible Debentures (NCDs): CARE D (Single D) to our Non- Convertible Debenture issuance of Rs. 45 crore.

32. CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with the Certificate from M/s P.C. Jain & Co., Company Secretaries, confirming compliance with conditions of Corporate Governance as stipulated under Part C of Schedule V of the Listing Regulations, 2015 are annexed and forms part of this Annual Report.

33. CODE OF CONDUCT:

As per the Listing Regulations, 2015, the Board of the Company has laid down Code of Conduct for all the Board members of the Company and Senior Management Personnel as well and the same has been posted on Website of the Company which can be access by the following link http://www.educomp.com/content/code-conduct.

34. NOTES TO ACCOUNTS:

They are self-explanatory and do not require any explanations.

35. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Companys Policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

As specified above the Company is present under CIRP w.e.f May 30, 2017 and all the powers of the management are vested to the Interim Resolution Professional followed by the Resolution Professional. Resolution Professional, in accordance with the provisions of the code, is performing his best to mitigate the all risk associated with the company along with the internal financial control and internal control system.

36. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report and Marked as Annexure VI

Further, the disclosure pursuant to Section 197(14) of the Companies Act, 2013 in respect of remuneration or commission received from any holding or subsidiary company of the company by any Managing Director or Whole Time Director who is also in receipt of commission from that company is not available with the company.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any statutory modification or amendment in these Rules, a statement showing the name of top ten employees in terms of Remuneration drawn forms part of the Report and annexed to this report and marked as Annexure VII. Further, there was no employee in the Company who drawn the remuneration in excess of the limits set out in the said Rules. Therefore, the disclosure for the same is not required.

37. EMPLOYEES STOCK OPTION SCHEMES (ESOPs)

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) hereinafter referred as the "SEBI Guidelines".

The Details as required under the SEBI Guidelines, for Employees Stock Option Schemes have been uploaded on the website of the Company and can be accessed through the link http://www.educomp.com/content/employee- stock-option-schemes. There is no material change in the ESOP schemes of the Company during the year.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given, security provided and investments made during the year as per Section 186 of the Companies Act, 2013 form part of the notes and schedules of the Financial Statements provided in this Annual Report.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNAL

Please refer point no. 7 - Material Changes and Comments of this report.

40. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with the provisions relating to the constitution of Internal Committee in term of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.