Shanti Educational Initiatives Ltd Directors Report.

To,

The Members

Shanti Educational Initiatives Limited.

Ahmedabad

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company " or "SEIL"), along with the audited financial statements, for the financial year ended March 31, 2020

FINANCIAL RESULTS:

The financial statements for the financial year ended March 31, 2020, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2019-20 are provided below:

Rs in Lakhs

Particulars As on 31.03.2020 As on 31.03.2019
Sales/Income from operations 1241.46 1,388.73
Other Income 244.39 110.97
Total Income 1485.84 1,499.70
Operating expenditure 1361.7 1327.64
Depreciation 91.39 31.75
Total expenses 1453.09 1359.40
Profit Before Tax 32.75 140.30
Tax 26.10 26.00
Profit for the year 6.64 98.33
EPS
a) Basic 0.04 0.61
b) Diluted 0.04 0.61

STATE OF COMPANY S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR:

Your Company s total income for the year 2019-20 is Rs. 1485.84 Lakhs compared to last years income of Rs. 1,499.70 Lakhs. The Profit before Tax (after depreciation) during the year under review is Rs. 32.75 Lakhs as compared to previous years figure of Rs. 140.30 Lakhs. Your Company has earned Net Profit of Rs. 6.64 lakhs against the Net Profit of Rs. 98.33 lakhs during the previous year. Your Company expects to achieve better performance during the current year.

DIVIDEND:

To conserve the present resources for better future of the Company , your Directors are not recommending any dividend for the financial year ended on 31st March, 2020.

THE WEB ADDRESS WHERE ANNUAL RETURN HAS BEEN PLACED:

The annual return of the Company for the year ended 31st March, 2020 along with all the annexures has been placed on the website of the Company www.sei.edu.in

GLOBAL HEALTH PANDEMIC FROM COVID-19:

The World Health Organization (WHO) declared COVID-19 a global pandemic on March 2020 and the Ministry of Home affairs, government of India on March 24, 2020 notified the first ever nationwide lockdown in India to control the outbreak of Covid-19 consequently operations of the Company were shut down completely in the due course of time, the Company received approval from the concerned authorities of the State of Gujarat to resume its operation on April 11, 2020 and with complying of Covid-19 guidelines, the Company resumed operations with a limited workforce. The Company has taken various initiatives towards financial, medical and community support in the fight against Covid-19 pandemic as under;

• Chiripal Group contributed with Rs. 1 crore to Gujarat CM Relief Fund to fight Covid- 19 pandemic.

• We have sanitized the surrounding villages.

• The Chiripal Group has supported 50,000 plus people with sanitizers and soaps.

• The Company supplied food grains to 2,500 plus families.

• We have also distributed food packages to 50,000 plus people in need.

• We also distributed masks to 50,000 plus people to fight the pandemic.

• The Chiripal Group also donated towels to 20,000 plus people

TRANSFER TO RESERVES:

The Company proposes not to carry any amount to its General Reserves and the entire profit is transferred to Reserves & Surplus as Surplus in Statement of Profit and Loss.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2020.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31st March, 2020 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on Company website at www.sei.edu.in

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The Directors expressed their satisfaction with the evaluation process.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such number of Directors are liable to retire by rotation every year and, if eligible, offer themselves for reappointment at every Annual General Meeting. In this context, Mr. Darshan Vayeda, Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment in accordance with the provisions of the Companies Act, 2013.

During the year under review, Ms. Bhavya Bajpai ceased to hold office as Company and Compliance Officer effective from 17.12.2019 and Ms. Mohini Singhal was appointed as Company and Compliance Officer effective from 14.02.2020.

Ms. Suruchi Somani ceased to hold office as non-executive Independent Director effective from 17.02.2020; Further Mr. Samir Gopalan Mariankari, Ms. Tarulata and Mr. Yogesh Thakar were appointed as the additional director in the capacity of non-executive Independent Director as on 13.03.2020.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended thereof and they have also complied with the code for Independent directors prescribed in Schedule IV to the Act. There has been no change in the circumstances affecting their status as independent directors of the Company .

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company , other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company .

None of the Directors of your Company are disqualified as per the provision of section 164 (2) of the Companies Act, 2013. Your Directors have made necessary disclosures as required under various provisions of Companies Act, 2013 and SEBI regulations.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are:

a. Mr. Jayesh Patel : Chief Financial Officer
b. Mr. Darshan Vayeda : Whole Time Director
c. Ms. Mohini Singhal : Company Secretary

The composition of the Board of Directors and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge as details provided in the Corporate Governance Report. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31st March, 2020 except for payment of sitting fees.

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE:

The Company did not have any Subsidiary Company , Associate Company or Joint Venture as on 31st March, 2020.

REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and the Listing Regulations.

MEETINGS OF BOARD AND COMMITTEE:

The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary, additional meetings are held as and when required. The intervening gap between the meetings was within the period prescribed under SEBI (LODR) Regulations, 2015 & Companies Act, 2013. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. During the year under review, 8 (Eight) Board Meetings were held on May 30, 2019; July 31st 2019; August 12, 2019; August 30, 2019; September 26, 2019; November 14, 2019; February 14, 2020 and 13th March 2020.

The details of the Board and its Committees meetings and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report

SECRETARIAL STANDARD:

The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company .

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of Companies Act 2013, with respect to the Directors Responsibility Statement, your directors hereby confirm that:

(a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. Necessary explanations are given for material departures, if any;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) The Annual Accounts of the Company have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls, which are adequate and were operating effectively.

(f) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all areas of companies operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the Financial Year ended 31st March 2020.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, the Company has set up a new division "KEYSTONE GLOBAL" within the Company to create pathway programs with Foreign Universities so as to make high quality overseas education affordable.

A pathway program is a degree program (undergraduate and postgraduate) in which the student spends a part of the duration with Keystone, gets credits for the courses done here, these credits are then transferred to the foreign university where the student completes the balance of the course and gets the final degree from foreign university.

However, the impact of the same on financial position of the Company is not determinable yet.

STATUTORY AUDITORS AND THEIR REPORTS:

At the 31st AGM held on 30.08.2019 the Members approved appointment of M/s. Nahta Jain & Associates, Chartered Accountants (Firm Registration No. 106801W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the AGM for the financial year 2022-23, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self explanatory.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the act and rules made there under, the Board of Directors of the Company have appointed M/s. A. O. Agarwal & Co. Chartered Accountants, (FRN: 119827W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2019-20.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Company s operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has adequate internal control systems for business processes, with regard to efficiency of operations, financial reporting, compliance with applicable laws and regulations etc. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The system is improved and modified continuously to meet with changes in business conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the Annexure - I of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, details of loans and investments under the provisions of Section 186 of the Companies Act, 2013 by the Company to other bodies corporate or persons are given in notes to the financial statements.

PUBLIC DEPOSITS:

Your Company has not accepted any Deposits from the public within the meaning of Section 73 of the Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956) read with Companies (Acceptance of Deposits) Rules, 2014 and amendments made thereto during the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT, 2013:

All transactions entered with Related Parties for the year under review were on arms length basis and all the material related party transactions are detailed in Form AOC-2 in terms of Section 134 of the Companies Act, 2013, the same has been annexed as Annexure - II of this report.

All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company www.sei.edu.in

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is annexed as part of this Report separately as an Annexure - III.

COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and rules made there under for appointment of cost auditor and maintenance of cost records is not applicable to the Company .

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of Corporate Governance. We believe that sound Corporate Governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in Corporate Governance as prevalent globally. We have implemented several best Corporate Governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate Governance report for financial year 2019-20 as appended as Annexure IV forms part of this Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for financial year 2019-20 issued by M/s. Keyur J. Shah & Associates, Practicing Company Secretaries has been appended as Annexure V to this Report.

The Secretarial Audit Report contains following qualification:

i. Whereas Pursuant to Section 139(1) of Companies Act, 2013, it was noted that appointment of Nahta Jain & Associates has been made during the audit period as the auditor of the Company , however the Company has defaulted in filing Form ADT-1 within the prescribed due date

Explanation: The said Form was skipped erroneously from filling within the prescribed time due to the change in the management and Compliance officer, as soon as it came to the notice of the management the Company has filled the Form without any further delay.

ii. Whereas Pursuant to Section 175 of the Companies Act, 2013, there seems to be bonafide error in discovering the dispatch proof for the Resolution passed by circulation dated 30th October, 2019.

Explanation: Due to the Change in the management and Compliance officer there were some misplacement of documents during handover, we are still finding the same and shall produce the documents to the Auditor as soon as we discover it.

iii. In accordance with Regulation 23(9) of SEBI (Listing Obligations and Disclosure requirement), 2015, the Company has not submitted Disclosure of related party transaction for the Half year ended on March 2020 within the extended due date

Explanation: The Disclosure of related party transaction for the Half year ended on March 2020 could not be filled within the extended due date erroneously, as at that time the Country was hit by the Pandemic of COVID 19 and the Company was operating from Work from Home and the same was skipped as a human error.

iv. Pursuant to Regulation 7(3), SEBI (Listing Obligations and Disclosure requirement), 2015, the Company has not submitted Compliance certificate within extended due date for the Half year ended on March, 2020

Explanation: The said certificate could not be filled within the extended due date erroneously, as at that time the Country was hit by the Pandemic of COVID 19 and the Company was operating from Work from Home and the same was skipped as a human error

v. Pursuant to Regulation 31, there appears to be bonafide omission of reporting number of warrants for the period end.ed September 30, 2019 and March 31, 2020.

Explanation: The Said Omission was due to sudden lockdown and our employees were not in access of all the data and due to the change in Compliance officer the same reporting got skipped.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure - VI to this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company .

PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company s code etc. to the Chairman of the Audit Committee. The same is available on www.sei.edu.in

CODE OF CONDUCT:

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company . The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2019 - 20. The said Code of Conduct has been posted on the website of the Company . A declaration to this effect is annexed and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), ACT 2013. An appropriate complaint mechanism in the form of "Complaints Committee" has been created in the Company for time-bound redressal of the complaint made by the victim. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the Company has not received any complaints of sexual harassment.

CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company . Authorized capital of the Company as on 31st March, 2020 was Rs. 30,00,00,000 (Rupees Thirty Crores Only) and Paid-up Share Capital of the Company as on 31st March, 2020 was Rs. 16,10,00,000 (Rupees Sixteen Crores Ten Lakhs Only).

SHARES:

1. Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

2. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

3. Bonus Shares: No bonus shares were issued during the year under review.

4. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

INSURANCE:

All assets of the Company including inventories, building, plant and machineries are adequately insured.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company s Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing Fees for the year 2019-20 has been paid.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciations for the contributions made by the employees at all levels for their dedicated services enabling the Company to achieve a satisfactory performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and continued support extended by the Company s Bankers, and other business associates.

Place: Ahmedabad Date: 15.09.2020

By Order of the Board For Shanti Educational Initiatives Limited

Sd/- Darshan Vayeda Whole-Time Director DIN : 07788073 Sd/- Ronak Agrawal Director DIN : 05002292

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

(Management Discussion and Analysis Report is part of Directors Report for the Year Ended 31st March, 2020.)

Unless indicated otherwise, the following discussion of our financial condition and results of operation is based on the audited financial statements for our Company for the year ended on 31st March, 2020, including annexures, schedules and notes thereon and the report thereon appearing in the Annual Financial Statements are prepared in accordance with the Companies Act and Indian GAAP, in each case, to comply with Accounting Standards and the relevant provisions of the Companies Act, 2013,

Indian Education and Business Overview

Education is one of the largest, most thriving industries in India. The country has a remarkable growth opportunity for the education sector. The Government, too, is taking various measures such as reserving Rs 99,300 crore outlay for the education sector to improve the quality of education in India.

The outlook of the Indian Education remains bright in light of various campaign which is increasing the awareness of Education among the rural communities and also increase in variety of courses offered by colleges and universities, growing emphasis of the Government, and more. However, accessing quality education and financial commitment to education development continues to remain challenging.

Due to COVID-19 pandemic, the industry have been effected evidently due to suspension of schools over a continued period. But still educational institutions are exploring ways to keep students engaged virtually and maintaining the learning momentum. While all educational institutions are not equipped to connect with students, some have started video conferencing facilities for streaming online classes.

Our Company is a growing educational sector Company , which is the key to nation building. It is also well-accepted that providing the right knowledge and skills to the youth can ensure fiscal and national progress. The countrys sustained financial growth is further boosting the demand for quality education.

New opportunities in the pre-school segment include teachers training, inclusion of day care services, provisioning of after school extra-curricular activities and edutainment products.

Our Company also intends to exploit the opportunities that are available in the Education Sector and our operations will cover all aspects for development of Education.

Pre-school Education

Indian pre-schools market is experiencing rapid growth, even among small towns and non metros due to rising number of working mothers, increasing trend of nuclear families and escalating demand for high quality pre-school education for toddlers.

Primary education is usually compared as an elementary education which usually consist of grades one through six. The main aspect of primary education make a children strong foundation so that they can acheive something good in their life.

K-12 Education

The K-12 education is the term used to denote the education imparted in the primary and secondary phases of school life, including K or kindergarten to 12 which stands for the 12th standard. The concept is slowly gaining its importance in India with the government introducing new educational schemes like free compulsory primary education throughout the country.

The current K-12 school system in India is one of the largest in the world with more than 1.4 million schools with 250+ million students enrolled. K-12 private schools today operate across a vast range of curriculums and boards. Key indicators that make them preferential today are the process of ongoing and continuous evaluation, comprehensive curriculum and syllabus based on practical applications, assessments based on interactive, skills and fun based learning which has led to better learning levels and quality of school education.

Competition

The industry in which we operate is highly competitive and fragmented. The organized players in the industry compete with each other by providing high quality-education and value added services. We have a number of competitors offering services similar to us. We believe that the principal elements of competition in educational sector are quality education, method of teaching, proper infrastructure and other related facilities and services.

General Economic and Business Conditions

There are general issues due to lack of proper infrastructure facilities, high pupil-teacher ratio and lack of trained teachers which are impacting the quality of education imparted to students. Low learning level across elementary and secondary has seen an increase in the need for paid supplemental help by students.

As a Company with its complete operations in India, we are affected by general economic conditions in the country and in particular economic factors that affect the education sector in India.

Outlook

Our primary focus is on:

• Delivering global standard education with emphasis on Indian Values.

• Affordable fees.

• Technology enabled classrooms.

• Qualified, trained and passionate teachers.

• Best corporate practices.

SEIL has proved itself a turnkey project solutions Company . The growth & success can easily be gauged by prestigious projects successfully handled. Our team consists of professionals who have vast experience in the field of school education, providing standardized teacher training, technology-driven English medium curricula and assured learning outcomes. The team members have taught in leading schools, designed and taught courses at the school as well as teacher-training level. According to our Education Vision, will emphasis on reaching the Unreached and deliver Global education standard with Indian values in K-12 schools. Our Mission Includes:

• To provide end to end School management solutions in K-12 education space.

• To be present in every possible district HQ in India with our services.

• Stress free, caring and safe learning environment.

• Teachers who are passionate educators.

• To develop students who will grow to be confident, self-disciplined, critical thinkers and sensitive leaders and achieve highest academic standards through.

At SEIL, Students are benefitted with exposure to a global education platform, strong foundation on Indian values for life-long learning, technology enabled and stress free learning environment. Teachers are professionally qualified in their respective areas with exposure to the latest curriculum, teaching methodology with exceptional growth possibilities with the fastest growing education Company .

Our Strength

- Significant experience and strong presence in Gujarat & other regions of India.

- Good Reputation and Brand Image.

- Experienced execution team & associates.

Integrity

Encourage every individual to act ethically, honestly and consistently. In doing so, become reliable and socially responsible with a strong sense of differentiation between right and wrong.

Dedication

To recognize personal strengths and potential developing self-management, and thereby perform any task with compassion, commitment and full involvement and deliver Global education standard with Indian values in K-12 schools.

Quality

Quality is performing every task with an objective to reach the excellence. If there is a quality input then certainly there be a quality outcome. Every individual is encouraged to be meticulous, demonstrating enterprising and innovative way of engaging and responding to the constructive world around.

Teamwork

A sense of belonging through co-operation, acceptance, sharing, supporting, representing the team, developing trust, respecting diversity and distinctiveness.

Risk and Concern:

The Company has adequate Risk Management System and it faces the risk of competition from local players in the cities it expands. This risk is addressed by building a brand and processes to provide consumer centric services and quality education.

The Company functions in a dynamic business environment and its operations may be exposed to varied risks. To mitigate its impact, the Company appropriately identifies and assesses threats and takes necessary actions to address such risks.

Reputation risks

In the era of digital media and 24/7 news cycle where the media exaggerates negative news and education institutions have frequently become the target of such negative headlines. Schools can lose alumni and business relationships, brand favorability, etc. Institutions with reputational awareness and control over their increasingly vast presence in the media can reduce the risk of damaging a reputation they have spent years building.

Operating model risks

Education sectors operating models involve a range of activities such as how to deliver academic programs, conduct research, make decisions, manage relationships with vendors, sustain enrollment, or maintain accreditation status. The Company has to face all the challenges and deal with it effectively for the overall growth of our organization.

Enrollment supply risks

Gaps between estimates and actual student enrollment limit a schools ability to forecast faculty turnover, resource use, and infrastructure needs to support the student population.

Compliance risks

Failure to meet compliance standards can lead to consequences ranging from loss of funding, loss of accreditation, or, in extreme cases, to lawsuits and/or criminal charges against leadership.

Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size and the nature of its business in order to achieve efficiency in operation and optimum utilization of resources. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information.

Discussion on financial performance with respect to operational performance

The Company has not incurred losses during the year under review.

Financial Results

Rs in Lakhs

Particulars As on 31.03.2020 As on 31.03.2019
Sales/Income from operations 1241.46 1,388.73
Other Income 244.39 110.97
Total Income 1485.84 1,499.70
Operating expenditure 1361.7 1327.64
Depreciation 91.39 31.75
Total expenses 1453.09 1359.40
Profit Before Tax 32.75 140.30
Tax 41.12 26.00
Profit for the year 6.64 98.33

The Company is operating at PAN India basis with almost 255+ Shanti Juniors Preschool centers and almost 5 owned and joint venture Shanti Asiatic (K-12 schools) and around 4 Franchised Shanti Asiatic (K-12 schools).

Development in Human Resources

Management is successful in building experienced team and nurture them to be leaders. Since the management has a long term vision, the challenge to recruit employees with the right knowledge and skill is very important.

Human Resources and Industrial Relations

During the year under review, your Company had cordial and harmonious industrial relations at all the levels of organization. The Company believes that the industry has the tremendous potential to impact the society, nation and the world positively. Its employees are major stakeholders and their efforts have direct stake in the business prospects of the organization. The employees have extended a very productive cooperation in the efforts of the management to carry the Company to greater heights.

The Company acknowledges the efforts of its people and takes great pride in the dedication, sincerity and hard work of its workforce.

Forward looking and cautionary statements

Certain statements made in this report, are forward looking statements and actual results may differ from such expectations or projections about the future, as several factors would make significant difference to the Company s operations such as economic conditions affecting demand and supply, governments regulations, level of competitions prevailing at the relevant times, etc. The Company assumes no responsibility to public to amend, modify or revise any such statements on the basis of subsequent developments, information or events.

Key Ratios

Particulars F.Y 2019 F.Y 2020 YOY CHANGE
Debtors Turnover 5.49 7.28 32.62
Inventory Turnover 2.88 3.17 10.31
Interest Coverage Ratio 3.86 1.75 -54.76
Current Ratio 1.48 1.46 -1.57
Debt Equity Ratio 0.21 0.22 1.67
Operating Profit Margin (%) 68.23 65.30 -4.28
Net Profit Margin (%) 7.08 0.53 -92.45
Return on Net worth* 2.03 0.12 -94.08

*Change in Return on Net worth is due to increased expenditure for the expansion of the business of the Company .

Report on Corporate Governance

The Directors present the Company s Report on Corporate Governance for the year ended March 31, 2020, in terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

I. SEILs Philosophy on Corporate Governance

Shanti Educational Initiatives Limited ("SEIL" or "the Company ") believes that good Corporate Governance emerges from the application of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters.

SEIL also believes that sound corporate governance is critical to enhance and retain investor trust. Hence SEILs business policies are based on ethical conduct, health, safety and a commitment to building long term sustainable relationships with relevant stakeholders. The Company continues to strengthen its governance principles to generate long term value for its stakeholders on sustainable basis thus ensuring ethical and responsible leadership both at the Board and Management levels.

At SEIL, we also consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company . All SEIL are committed to a balanced corporate governance system, which provides the framework for achieving the Company s objectives encompassing practically every sphere of management, from action plans and internal controls to corporate disclosures.

Your Company is not only in compliance with the requirements stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI LODR") as amended from time to time, with regard to corporate governance, but is also committed to sound corporate governance principles and practice and constantly strives to adopt emerging best corporate governance practices being followed worldwide.

A report on compliance with corporate governance principles as prescribed under the SEBI LODR is given below.

II. Board of Directors

As on March 31, 2020 the Board of Directors of the Company is comprised of seven members. Mr. Darshan Vayeda is the Chairperson & Whole-Time Director of our Company .

The Non- Executive Member of the Board as at March 31, 2020, is Mr. Ronak Brijmohan Agrawal. Further Mr. Jayeshbhai Ramanbhai Patel acts as a CFO of the Company .

The other Four Directors of the Company , as detailed in the following table titled ‘Composition of the Board, are Independent Directors. In the opinion of the Board, all the Independent Directors are independent of the management and satisfy the criteria of independence as defined under the Companies Act, 2013 and the Listing Regulations.

The Board of the Company is well diversified and consists of one Independent Woman Director and three other non-executive Independent Directors, a whole time director, a CFO and a Company Secretary. The Board continues to recognize that an appropriate mix of diversity and skills is key for introducing different perspectives into Board debate and for better anticipating the risks and opportunities in building a long-term sustainable business. Each member of the Board offers a range of core skills and experience that is relevant to the successful operation of the Group. The profiles of our Directors are available on our website at http://sei.edu.in/board.html

A. Composition of the Board

The Composition of the Board of your Company is in conformity with the SEBI LODR. The names and categories of Directors, the number of Directorships and committee positions held by them are given below.

None of the Directors is a Director in more than eight listed companies. Further, none of the Directors is an Independent Director in more than seven listed companies or three listed companies in case he/she serves as a Managing Director or Whole-time Director in any listed Company . None of the Directors on the Board are a member of more than 10 committees and a chairperson of more than 5 committees, across all public limited companies in which he / she is a Director.

Ms. Tarulata is an Independent Woman Director on the Board of Directors of the Company .

Name of the Director Category Directors Identification Number Total Directors Chairper Members Limited March 31

number of hips, Committee sonships and hips of Public Companies* as on L, 2020

Name of Listed Entities including this Listed Entity
Director s-hips#

Committee Chairpersonships

Committee Members hips
Ronak Brijmohan Agarwal Non Executive Director 0500229 2 1

0

1 Shanti Educational Initiatives Limited
Tarulata Independent Director 0870103 3 1

0

2 Shanti Educational Initiatives Limited
Chitranjan Ajaib Singh Independent Director 0730073 1 2

2

2 Shanti Educational
Initiatives Limited
Vishal Fabrics Limited
Darshan Vayeda Y ogendrabh ai Executive Director 0778807 3

1

0 1 Shanti Educational Initiatives Limited
Samir Gopalan Mariankari Independen t Director 0700083 2

2

1 3 Shanti Educational Initiatives Limited
Yogesh Thaker Natvarlal Independen t Director 0018744 9

1

0 0 Shanti Educational Initiatives Limited

*Excludes private limited companies, foreign companies, companies registered under Section 8 of the Companies Act, 2013 and Government Bodies.

#Includes Additional Directorships and Directorship in Shanti Educational Initiatives Limited.

A Committees considered are Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, including that of Shanti Educational Initiatives Limited.

B. Board Procedure

Detailed agenda is sent to each Director at least 7 days in advance of Board and Committee meetings. All material information is incorporated in the agenda along with supporting documents and relevant presentations. Where it is not practicable to attach any document to the agenda, the same is tabled at the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted. To enable the Board to discharge its responsibilities effectively, the Chairperson presents during each Board Meeting, the overall performance of the Company .

The Board reviews strategy and business plans, annual operating plans and capital expenditure budgets, investment and exposure limits, compliance reports of all laws applicable to the Company , as well as steps taken by the Company to rectify instances of non-compliances, if any. The Board also reviews major legal issues, minutes of meeting of various committees of the Board and subsidiary companies, significant transactions and arrangements entered into by the subsidiary companies, approval of financial results and statements, transactions pertaining to purchase or disposal of properties, major accounting provisions and write-outs, corporate restructuring details of any joint ventures or collaboration agreement, material defaults, if any, in financial obligations, fatal or serious accidents, any material effluent or pollution problems, transactions that involve substantial payment towards goodwill, brand equity or intellectual property, any issue that involves possible public product liability, claims of substantial nature.

The Company Secretary records Minutes of the proceedings of each Board and Committee meeting. Draft Minutes are circulated to Board / Committee Members within 15 days from the meeting for their comments. Directors communicate their comments (if any) in writing on the draft minutes within seven days from the date of circulation. The Minutes are entered in the Minute Books within 30 days from the conclusion of the Meeting and signed by the Chairperson at the subsequent meeting. The copy of the signed Minutes, certified by the Company Secretary or in his absence by any Director authorised by the Board, are circulated to all Directors within fifteen days of their signing.

The guidelines for Board and Committee Meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Committees thereof. Important decisions taken at Board/Committee Meetings are promptly communicated to the concerned departments/ divisions. Action Taken Report on decisions/Minutes of the previous meeting(s) is placed at the succeeding meeting of the Board / Committee for noting.

Apart from Board Members and the Company Secretary, the Board and Committee Meetings are also attended by the Chief Financial Officer and wherever required by the heads of various corporate functions.

C. Process for Board Appointments

The Board recognizes the benefit that diversity in all its forms, including but not limited to age, gender, race, ethnic origin, cultural and educational background, can bring to Board debate and perspective. The Board is responsible for the selection of new directors and has delegated the selection process to the Nomination & Remuneration Committee (NRC). The NRC has a prescribed process for the selection and appointment of new Directors and Key Managerial Personnel (KMP). The Committee, based on a well-defined criterion, makes recommendations to the Board on the induction of new directors and KMPs.

D. Information Flow to the Board Members

Information is provided to the Board Members on a continuous basis for their review, inputs and approval from time to time. More specifically, we present our annual strategic plan and operating plans of our business to the Board for their review, inputs and approval. Likewise, our quarterly financial statements and annual financial statements are first presented to the Audit Committee and subsequently to the Board for their approval. In addition, various matters such as appointment of Directors and Key Managerial Personnel, corporate actions, review of internal and statutory audits, details of investor grievances, acquisitions, important managerial decisions, material positive/negative developments and statutory matters are presented to the respective Committees of the Board and later with the recommendation of Committees to the Board of Directors for their approval. As a system, in most cases, information to Directors is submitted along with the agenda papers well in advance of the Board meeting. Inputs and feedback of Board Members are taken and considered while preparation of agenda and documents for the Board meeting.

E. Number of Board meetings, attendance of the Directors at meetings of the Board and the Annual General Meeting ("AGM")

During the financial year under review, Eight Board Meetings were held on the following dates - May 30, 2019; July 31st 2019; August 12, 2019; August 30, 2019; September 26, 2019; November 14, 2019; February 14, 2020 and March 13, 2020. The Board met at least once in every calendar quarter and the gap between two meetings did not exceed one hundred and twenty days. These meetings were well attended. The 31st Annual General Meeting of the Company was held on August 30, 2019.

The attendance of the Directors at these meetings is as mentioned in the table below:

Directors No. of Board Meetings Held No. of Board Meetings Attended Attendance at the 31st AGM
Ronak Agarwal 8 8 Yes
Darshan Vayeda 8 8 Yes
Suruchi Somani 8 7 Yes
Chitranjan Singh 8 8 Yes
Samir Gopalan 8 - No
Tarulata 8 - No
Yogesh Thaker 8 - No

F. Shareholding of Non-Executive Directors

The details of Company s shares held by Non-Executive Directors as on March 31, 2020 are given below:

Directors No. of shares
Mr. Ronak Agrawal 10,00,000

G. Meeting of the Independent Directors

Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV of Companies Act, 2013 mandates that the Independent Directors of the Company shall hold at least one meeting in a year, without the presence of Non-Independent Directors and members of the management and requires all the Independent Directors to be present at such meeting.

Considering the existing public health situation in India, MCA clarified that if the Independent directors of a Company have not been able to hold such meeting, the same shall not be viewed as a violation.

Accordingly, the Company has not conducted a separate meeting of the Independent director for the current financial year, although, the Independent directors were advised to share their views amongst themselves through telephone or e-mail or any other mode of communication, if they, deem it to be necessary.

H. Details of familiarization program imparted to Independent Directors

During the year, the Independent Directors were apprised at frequent intervals on the industry trends, business model and the overview of the Company and its operations by the senior management team. Further, various business unit heads made presentations to the Independent Directors at periodic intervals on the performance and future strategy of their respective business units. The Independent Directors were also regularly apprised of all regulatory and policy changes including their roles, rights and responsibilities. Presentations on internal control over financial reporting, operational control over financial reporting, Prevention of Insider Trading Regulations, SEBI LODR, framework for Related Party Transactions etc. were made to the Board Members during the year. The details of the same is available at http: / / sei.edu.in/policies.html

I. Key expertise of the Board of Directors

The Board of Directors of your Company comprises of qualified and proficient Members who bring appropriate expertise and competence enabling them to make effective contribution to the Board and its committees.

Below are the key skills/expertise/competence identified by the Board of Directors:

• Strategic vision

• Leadership

• Industry knowledge

• Corporate governance

• Research and innovation

• Financial analysis and reporting

• Digital perspective

• Global landscape

• Risk management

• Social and regulatory framework

• Human capital and integrity

• Science and technology

While all the Board members possess the skills identified, their area of core expertise is given below:

Skills and its description Mr. Ronak Agarwal Mr. Darshan Vayeda Ms. Suruchi Somani Ms. Tarulata (Appointed w.e.f 13 03 2020) Mr. Chitranjan Singh Mr. Samir Gopalan (Appointed w.e.f Mr. Yogesh Thaker Appointed w.e.f
Wide Management and Leadership Experience:
Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth Y Y Y Y Y Y Y
Accounting and Financial Skills
Leadership/Management experience in handling financial management of a large organization along with an understanding of accounting and financial statements. Y Y - Y Y Y -
Strategic Planning
Experience in leading the sustainability, Environment, Social and Governance visions of organizations, to be able to integrate these into the strategy of the Company Y Y Y Y Y Y Y
Legal and Risk Management -
Knowledge and experience in regulatory and governance requirements and ability to identify key risks affecting the governance of the Company Y Y Y Y Y Y Y
Diversity
Representation of gender, ethnic, geographic, cultural, or other perspectives that expand the Boards understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders worldwide Y Y Y Y Y Y Y
Corporate Governance
Experience in developing and implementing good corporate governance practices, maintaining board and management accountability, managing stakeholders interests and Company s responsibilities towards customers, employees, suppliers, regulatory bodies and the communities in which it operates. Experience in boards and committees of other large companies. Y Y Y Y Y Y Y
Marketing
Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation Y Y Y Y Y Y Y
Sustainability and Environment
Experience in leading the sustainability visions of organizations, to be able to integrate these into the strategy of the Company Y Y Y Y Y Y Y

J. Declaration by the Board

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence in accordance with the provisions of the Companies Act, 2013 and the SEBI LODR. In the opinion of the Board, the Independent Directors fulfill the conditions specified in the sections and regulations and are independent of the management

K. Resignation of any Director from the Board

During the period under review, Ms. Suruchi Somani, Independent Director of the Company has resigned from the Board of the Company w.e.f 17.02.2020 due to personal issues due to which she was unable to devote her time to the Company .

III. COMMITTEES OF THE BOARD

The Board has constituted various committees to focus on specific areas and to make informed decisions within their authority. Each committee is directed by its charter which outlines their scope, roles, responsibilities and powers. All the decisions and recommendations of the committee are placed before the Board for their approval. The Company s guidelines relating to Board Meetings are applicable to committee meetings as far as practicable. Each committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its functions. Senior officers/function heads are invited to present various details called for by the committee at its meeting.

Committees of the Board are as under:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

(A) AUDIT COMMITTEE

• Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and with Regulation 18 of the Listing Regulations, 2015. The Audit Committee of the Company comprises of 4 members out of which 3 members are Non-Executive-Independent Directors. Mr. Chitranjan Singh, an Independent Director, acts as Chairman of the Committee. The Committee members have requisite knowledge in the fields of Finance, Accounts and Company Law. During the financial year under review, The Audit Committee met Five times on the following dates- 30.05.2019, 31.07.2019, 12.08.2019, 14.11.2019 and 14.02.2020. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

• Constitution of the Audit Committee as on 31.03.2020 is as under

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman, Independent, NonExecutive
2. Mrs. Tarulata Member, Independent, NonExecutive
3. Mr. Samir Gopalan Member, Independent, NonExecutive
4. Mr. Darshan Vayeda Member, Whole-time Director, Executive

• The scope of activities of Audit Committee broadly include to review reports of the Internal Auditors and to discuss the same with them periodically, to meet Statutory Auditors to discuss their findings / suggestions, to review weaknesses in internal controls reported by Internal and Statutory Auditors, to review financial reporting systems and internal control systems, to review quarterly / half yearly / annual financial results and other matters.

The attendance of the Directors at these Audit Committee meetings is as mentioned in the table below:

Directors No. of Meetings Held No. of Meetings Attended
Darshan Vayeda 5 5
Suruchi Somani 5 5
Chitranjan Singh 5 5
Samir Gopalan 5 -
Tarulata 5 -

• Terms of Reference of the Audit Committee inter alia include the following

The recommendation for appointment, remuneration and terms of appointment of auditors of the Company ;

(1) oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(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 and auditors report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(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) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10 valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) 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;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) 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;

(16) 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;

(17) 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;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

(B) STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 20 of the Listing Regulations, 2015. The Committee consists of 3 Directors out of which 2 are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times as on 30.05.2019, 12.08.2019, 14.11.2019 and 14.02.2020. The Stakeholders Relationship Committee inter-alia deals with all matters relating to Stakeholders/Investors Grievance and its redressal and others as specified in the Listing Regulations, 2015. During the year ended 31st March, 2020, no Shareholders Complaints were received by the Company . For effective and efficient grievance management, the Company has dedicated email id: info@sei.edu.in to resolve the grievances of the investors. Ms. Mohini Singhal is the Company Secretary for complying with requirements of Securities Laws.

Constitution of the Stakeholders Relationship Committee as on 31.03.2020 is as under:

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent, Non Executive
2. Mr. Samir Gopalan Member/Independent, Non Executive
3. Mr. Darshan Vayeda Whole-time Director -Executive

The attendance of the Directors at this Committee meetings is as mentioned in the table below:

Directors No. of Meetings Held No. of Meetings Attended
Darshan Vayeda 4 4
Suruchi Somani 4 4
Chitranjan Singh 4 4
Samir Gopalan 4 -

(C) NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee Composition: The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 19 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are Non-Executive Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times as on 12.08.2019, 14.11.2019, 14.02.2020 and 13.03.2020

Constitution of the Nomination and Remuneration Committee as on 31.03.2020 is as under:

Sr. No. Name of the Member Designation
1. Mrs. Samir Gopalan Chairman / Independent, Executive Non-
2. Ms. Tarulata Member/Independent, Executive Non-
3. Mr. Ronak Agrawal Member / Non-Independent, Executive Non-

The attendance of the Directors at this Committee meetings is as mentioned in the table below:

Directors No. of Meetings Held No. of Meetings Attended
Ronak Agrawal 4 4
Chitranjan Singh 4 4
Tarulata 4 -
Samir Gopalan 4 -

• Terms of Reference

The Committee has the mandate to review and recommend compensation/ remuneration payable to the Whole-time Directors and Senior Management of the Company . Its function also includes administering of the Company s Stock Option Plans, if any, including the review and grant of the Stock Options to eligible employees under plans, as and when necessary. The Committee reviews the performance of the Whole-time Directors, committees of the Board and Senior Management of the Company for the above mentioned purpose and may have requisite parameters as it may deem fit. In addition to the above role, Committee also perform the following other roles;

a. To formulate criteria for determining qualifications, positive attributes and independence of a Director and oversee the succession management process for the Board and senior management employees;

b. To recommend the Board a policy relating to the remuneration of the Directors, KMPs and other employees of the Company ;

c. To formulate criteria for evaluation of Independent Directors and the Board;

d. To devise a policy on Board Diversity;

e. To carry out evaluation of every Directors performance;

f. To identify persons who are qualified to become Director and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

g. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

h. To recommend to the board, all remuneration, in whatever form, payable to senior management.

i. Any other activity as the Board may determine from time to time.

Performance Evaluation Criteria for Independent Directors:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company s business. The Company did not have any pecuniary relationship or transactions with Non Executive Directors during the year ended 31st March, 2020 except for payment of sitting fees.

The Board of Directors have formulated performance evaluation criteria of Independent Directors of the Company . The Performance Evaluation of Independent Directors is carried out on the basis of their role, expertise, skills, leadership qualities, strategic direction to align Company s value and standards, effective decision making ability, initiative on knowledge updates, internal controls etc.

IV. REMUNERATION OF DIRECTOR!

A. Remuneration Policy

Your Company has a well-defined policy for remuneration of the Directors, Key Management Personnel and Senior Management. The policy is furnished on the Company s website www.sei.edu.in at the following path: Investor Relation>Policies>Remuneration Policy for Non-Executive Directors.

The elements of remuneration package of the Executive Directors include fixed and variable salary, performance bonus, contribution to provident fund, super annuation, gratuity, perquisites and allowance, reimbursement of expenses etc., as applicable to employees of the Company . The Executive Directors are employees of the Company and are subject to service conditions as per the Company policy, which is three months notice period, or such period as mutually agreed upon. There is no provision for payment of severance fees to Executive/Non-Executive Directors. Independent Directors are paid remuneration in the form of commission, apart from the sitting fees and are not subject to any notice period and severance fees.

B. Remuneration to Executive Directors

The remuneration payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the Company , qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e 10 % of net profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals there under. The Nomination & Remuneration Committee ensures that remuneration if any payable to executive directors does not exceeds the prescribed limits.

The details of remuneration of Directors for the year ended March 31, 2020 are given below:

Salary and Perquisites

(Rs. in Lakhs)
Directors Fixed Pay & Bonus Perquisite Retrial Benefits Commissionn* Sitting Fees Total
Darshan Vayeda 15.6 - - - - 15.6

No options under the Company s ESOP plan were granted to Executive/Non-Executive Directors during the financial year.

The aggregate remuneration payable to all Executive Directors, who are promoters or members of the promoter group, does not exceed 5% of the net profits of the Company .

C. Remuneration to Non-Executive and Independent Directors:

There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company , except otherwise stated in the Report.

All the Non-Executive Directors receive sitting fees for attending Board Meetings, Audit Committee Meetings, Nomination and Remuneration Committee Meetings, and Stakeholders Relationship Committee Meetings. The sitting fees paid to Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 read with the relevant Rules. The nonexecutive directors have been paid sitting fees as per the limit prescribed in the Act.

Details of Remuneration paid to the Non-Executive Directors during the Financial Year 2019-20 is as follows:

(Rs. In Lakh)

Sr. No. Name of Directors Salaries and Perquisites (Rs) Sitting Fees (Rs) Commission (Rs) No. of Shares held
1. Mr. Ronak Agrawal - - - 1000000
2. Mr. Chitranjan Singh - 0.70 - -
3. Mrs. Suruchi Saraf - 0.50 - -
4. Mr. Samir Gopalan - - - -
5. Ms. Tarulata - - - -
6. Mr. Yogesh Thaker - - - -

V. GENERAL BODY MEETINGS

Annual General Meetings

The date, time location of Annual General Meetings held during the last three years and the special resolutions passed thereat are as follows:

Year Date and Time Venue Special Resolution(s) Passed
2016 17 September 27, 2017 at 3.00 P.M. Chiripal House, Near Shivranjani Cross Roads, Satellite, Ahmedabad - 380015 Ordinary Resolutions
2017 18 September 27, 2018 at 3.00 P.M. 6 th Floor Chiripal House, Near Shivranjani Cross Roads, Satellite, Ahmedabad - 380015 1. To regularize Ronak B Agarwal as Director of the Company
2. To contribute in charitable and bonafide funds
3. To increase the limit of Foreign Institutional Investors/ Foreign Portfolio Investors for acquiring and holding equity shares up to an aggregate limit of 49% of the paid up capital of the Company
4. To increase limit of Foreign Investment by Non Resident Indians (NRI) under Portfolio Investment Scheme
2018 19 August 30, 2019 at 5:00 P.M Shanti Corporate House, Beside Hira Rupa Hall, Opposite Landmark Hotel, Bopal-Ambli Road, Ahmedabad - 380058 1. To contribute in charitable and bonafide funds
2. To Issue of Warrant on Preferential basis

Special Resolutions Passed through Postal Ballot

There were no special resolutions passed during the FY 2019-20 through postal ballot. Further, there is no immediate proposal for passing any resolution through postal ballot.

VI. MEANS OF COMMUNICATION

I. Quarterly financial results

The quarterly financial results are normally published in Financial Express and Indian Express (Gujarati edition) newspapers and are also displayed on Company s website www.sei.edu.in

II. News Releases, Presentations

Official news / press releases are sent to the Stock Exchanges and are displayed on the Company s website www.sei.edu.in

III. Presentations to Institutional Investors/ Analysts

Presentations are made to institutional investors and financial analysts on quarterly financial results of the Company . These presentations are also uploaded to the Company s website www.sei.edu.in and are sent to Stock Exchanges. The schedule of meetings with institutional investors/financial analysts are intimated in advance to the Stock Exchanges and disclosed on Company s website.

IV. Website

The Company s website www.sei.edu.in contains a separate and dedicated section "Investors" where shareholder information is available. Information such as press releases, notice of the Board Meeting, revision in credit rating, clippings of newspaper publications, etc., are uploaded on the website. The Company s Annual Report is also uploaded on the website in a user-friendly and downloadable form.

V. BSE Corporate Compliance & Listing Centre (‘Listing Centre)

BSEs Listing Centre is a web based application designed for Corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases are electronically filed on the Listing Centre.

VII. SEBI Complaints Redress System (SCORES)

Investor complaints are processed through a centralized web-based complaints redressal system. Centralised database of all complaints received, online upload of the Action Taken Reports (ATRs) by the Company , online viewing by investors of actions taken on the complaint and the current status are updated/resolved electronically in the SEBI SCORES system.

VII. GENERAL SHAREHOLDERS INFORMATION A. Company Registration Details

The Company is registered in the State of Gujarat, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L80101GJ1988PLC010691.

Annual General Meeting Date and Time Venue Wednesday, 30th December, 2020 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")
Financial Year April 01, 2019 - March 31, 2020
Dividend Payment Date Dividend not proposed
Record Date 23.12.2020
Listed on Stock Exchanges BSE Limited PJ Towers, Dalal Street, Mumbai- 400001
Stock Code / Symbol 539921
International Securities Identification Number INE440T01010
Payment of Annual listing fees to Stock Exchange Paid
Registrar to an issue and share transfer agents Link Intime India Private Limited C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra. Address for Correspondence
5th Floor, 506 to 508, Amarnath Business Center-1, Beside Gala Business Centre, Nr. St. Xaviers College, Off. C.G. Road, Ahmedabad - 380009
Address for Correspondence Registered Office Address
A Wing, 6th Floor, 604, Mondeal Square, Prahaladnagar, Ahmedabad-380015 PH: 079- 66177266 Corporate Office Address
Shanti Corporate House Near Hirarupa Banquet Hall Bopal-Ambli Road, Ahmedabad-380058

B. Market price data during 2019-20

The monthly high/low closing prices and volume of shares of the Company from April 1, 2019 to March 31, 2020 are given below:

Month BSE
High Price Low Price Volume of Equity Shares
Apr-19 125 109.25 21,273
May-19 105 94 6,12,201
Jun-19 101.95 99 50,001
Jul-19 105 99 72,327
Aug-19 100 93.10 723
Sep-19 103.60 92.15 14,718
Oct-19 96 92 31
Nov-19 90 90 100
Dec-19 103.95 94.50 781
Jan-20 - - -
Feb-20 - - -
Mar-20 123 107 331

Share Transfer System:

Entire holding of the Company is in dematerialized form and matters pertaining to Share Transfer are being handled by Link Intime India Private Limited.

Distribution of Shareholding

Shareholding of Shares Number of Shareholders % of Total Shareholders No. of Shares % of Total Share Capital
1 to 500 40 23.2558 896 0.0056
501 to 1000 22 12.7907 17530 0.1089
1001 to 2000 24 13.9535 37014 0.2299
2001 to 3000 5 2.907 12072 0.075
3001 to 4000 8 4.6512 26383 0.1639
4001 to 5000 8 4.6512 38190 0.2372
5001 to 10000 12 6.9767 84748 0.5264
10001 to 99999999999 53 30.814 15883167 98.6532
TOTAL 172 100 16100000 100

Dematerialization of Shares and Liquidity:

Entire equity share capital is held in the demat form with NSDL and CDSL.

Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity

There are no GD Rs/AD Rs/Warrants or any Convertible Instruments pending conversion or any other instrument likely to impact the equity share capital of the Company .

Commodity price risk or foreign exchange risk and hedging activities: NIL

List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad: NIL

VIII OTHER DISCLOSURES

I. Materially significant related party transactions

During the financial year 2019-20, the materially significant related party transactions or arrangements that were entered into between the Company and its promoters, management, Directors or their relatives, subsidiaries, etc. that may have potential conflict with the interests of the Company at large are included in the transactions disclosed in Form AOC-2, Please refer Annexure-II. The Company has formulated a policy on dealing with Related Party Transactions, which specifies the manner of entering into Related Party Transactions. This policy has also been posted on the website of the Company www.sei.edu.in at the following path: Investor Relation>Policies> SEIL- Policy on materiality of related party transactions.

II. Details of non-compliance

During the last three years, there were no instances of non-compliances by the Company related to capital markets and no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities. The Company has also complied with the requirements of Corporate Governance Report and disclosed necessary information as specified under the SEBI LODR.

However, the qualifications as observed by the Secretarial Auditor is detailed in the Secretarial Audit Report.

III. Vigil mechanism and whistle blower policy

The vigil mechanism as envisaged in the Companies Act, 2013 and the SEBI LODR is implemented through the Company s Whistle Blower Policy to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. The address of the Chairperson of the Audit Committee has been given in the policy for the employees, Directors, vendors, suppliers or other stakeholders associated with the Company to report any matter of concern. Whistle blower policy of the Company is available on the website of the Company www.sei.edu.in at the following path: Investor Relation>Policies>Whistle Blower Policy.

IV. Compliance with non-mandatory requirements

Apart from complying with mandatory requirements prescribed by the SEBI LODR, the Company has complied with a few non-mandatory requirements, such as:

• During the financial year under review, there is no audit qualification in your Company s financial statements. Your Company continues to adopt best practices to ensure regime of unqualified financial statements.

• Internal Auditors report directly to the Audit Committee

V. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Particulars Numbers
a. Number of complaints filed during the financial year 0
b. Number of complaints disposed of during the financial year 0
pi Number ol complaints pending as on end ol the financial year 0

VI. Disclosures with respect to demat suspense account/unclaimed suspense account:

The Company does not have any securities in the demat suspense account/unclaimed suspense account.

VII. Code of Conduct

The Code of Conduct ("the Code") for Board Members and senior management personnel as adopted by the Board, is a comprehensive Code applicable to Directors and senior management personnel. The Code lays down in detail, the standards of business conduct, ethics and strict governance norms for the Board and senior management personnel. A copy of the Code is available on the Company s website www.sei.edu.in. The Code has been circulated to Directors and senior management personnel and its compliance is affirmed by them annually. A declaration signed by the Chief Executive Officer to this effect is published in this Report.

VIII. Policy for determining ‘material subsidiaries

The policy for determing material subsidiaries is available at http: / / sei.edu.in/policies.html

IX. Policy on dealing with related party transactions

The policy for dealing with related party transactions is available at http: / / sei.edu.in/policies.html

X. Code for prevention of insider trading practices

The Company has formulated a comprehensive Code of Conduct for Prevention of Insider Trading for its designated persons, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Directors, oficers, designated persons and other connected persons of the Company are governed by the Code.

XI. Web Links for Policies:

All policies required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are available at Company s web link at http://sei.edu.in/policies.html

XII. Commodity price risk/ foreign Exchange Risk and Hedging:

The Company is not dealing in commodities and hence disclosure relating to Commodity price risks and commodity hedging activities is not required.

XIII. A certificate from a Company secretary

The Company has taken certificate from M/s. Keyur J. Shah & Associates, Practising Company Secretaries, that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. Please refer Annexure IV (A)

XIV. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) : N.A.

XV. Disclosure by senior management personnel

The senior management of your Company have made disclosures to the Board confirming that there are no material, financial and commercial transactions where they have personal interest that may have a potential conflict of interest with the Company at large.

XVI. CEO/CFO certification

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company have furnished to the Board, the requisite compliance certificate under the relevant provisions of the SEBI LODR for the financial year ended March 31, 2020. Please refer Annexure IV (B)

XVII. Secretarial audit

The Secretarial Audit Report of the Company for the year ended March 31, 2020, issued by Mr. Keyur J Shah, Partner of M/s. Keyur J. Shah & Associates, Practising Company Secretaries is attached to the Boards Report as Annexure-V. As on March 31, 2020, none of the subsidiaries of the Company qualified to be material unlisted subsidiaries.

XVIII. Non-acceptance of recommendation of any committee by the board which:

The Board has accepted all the recommendations of various committees of the Board during the financial year 2019-2020.

XIX. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part - The Company paid a total Fees of Rs. 3,00,000/- to the statutory auditor during the financial year 20192020. There being no subsidiary, this fee is paid in relation to this Company .

XX. Non-Compliance:

There is no Non-compliance of any requirement of corporate governance report as required under the SEBI (LODR) Regulations, 2015.

XXI. Discretionary Requirements:

Reporting of Internal Auditor

Internal Auditors are invited to the meetings of Audit Committee wherein they report directly to the Committee.

Detail of shares lying in Suspense account: Not Applicable

XXII. Compliance with Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (LODR) Regulations, 2015.

The Company has complied with corporate governance requirements specified in regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (LODR) Regulations, 2015.

XXIII. Agreement on compensation of profit sharing in connection with dealings in securities of the Company

During the financial year under review, no employee including Key Managerial Personnel or Director or Promoter of the Company had entered into any agreement, either for themselves or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in securities of the Company .

XXIV. Declaration on code of conduct

As required under Schedule V (D) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby affirmed that all the Board Members and Senior Management personnel have complied with the Code of Conduct of the Company . It is also confirmed that the Code of Conduct has already been posted on the website of the Company .

Place: Ahmedabad For Shanti Educational Initiatives Limited SD/-
Date: 15.09.2020 Darshan Vayeda Whole-Time Director DIN:07788073

Annexure IV (C)

To,

The Members of

SHANTI EDUCATIONAL INITIATIVES LIMITED

Compliance certificate for Corporate Governance under Schedule V of SEBI (LODR) Regulation, 2015

We have examined the compliance of conditions of Corporate Governance by Shanti Educational Initiatives Limited ("the Company ") for the year ended March 31, 2020 as stipulated in relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing regulations) for the period April 1, 2019 to March 31, 2020.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the 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 and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance for the year ended March 31, 2020 as stipulated in the above-mentioned Listing regulations.

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

Place: Ahmedabad For, Keyur J. Shah & Associates, Company Secretaries, SD/- Keyur J. Shah Proprietor FCS: 9559
Date: 14th September, 2020 CP No.: 8814