Zee Learn Ltd Directors Report.


The Members of

Zee Learn Limited

Your Directors take pleasure in presenting the Ninth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2019. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the secretarial standards the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.


Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), in relation to the Audited Financial Statements for the Financial Year 2018-2019, your Directors con rm that: a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2019 and the Statement of Pro t & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these nancial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019, and, of the pro ts of the Company for the year ended on that date;

c) Proper and suf cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite internal nancial controls to be followed by the Company were laid down and that such internal nancial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.


The Financial performance of your Company for the year ended March 31, 2019 is summarised below:

( in lakhs)

Standalone Year ended

Consolidated Year ended

March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Revenue from Operations 20,977.80 18,634.25 51,724.64 26,883.87
Other Income 1,683.96 1568.18 3,200.46 370.22
Total Revenue 22,661.76 20,202.43 54,925.10 27,254.09
Total Expenses 11,618.99 11417.19 35,952.40 16,675.78
Operating Pro t/Loss 11,042.77 8,785.24 18,972.70 10,578.31
Less: Finance Cost 1,997.13 1336.14 4,730.85 1,910.75
Less: Depreciation 377.19 312.46 2,788.54 1,111.93
Pro t/Loss before Tax 8,668.45 7,136.64 11,453.31 7,555.63
Provision for Taxation (Net) 2,498.86 2,560.62 3,114.71 2,627.72
Pro t/Loss after Tax 6,169.59 4,576.02 8,338.60 4,927.91
Less : Appropriations
Transferred to Debenture Redemption Reserve 406.25 406.25 406.25 406.25
Equity Dividend 326.07 162.17 326.07 162.17
Tax on Equity Dividend 67.02 33.02 67.02 33.02
Balance Carried To Balance Sheet 5370.25 3,974.58 7,539.26 4,326.47

There have been no material changes and commitments that have occurred after close of the nancial year till the date of this report, which affect the nancial position of the Company. Based on the internal nancial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Companys internal nancial controls were adequate and working effectively during nancial year 2018-19.


Based on the performance of the Company for the year under review and in view of the track record of the Company, the Board of Directors are pleased to recommend a dividend of र 0.10 per equity share for the nancial year 2018-2019, subject to approval of the Shareholders at the Annual General Meeting.


With the motto of building the nation through education, your Company is constantly contributing in the eld of education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and in nite potential and we are committed to help children realise their capabilities.

FY19 was a landmark year for Kidzee as it continued its growth story and crossed 1933 operational centres. During FY19, Mount Litera Zee Schools (MLZS) continued its growth story with 129 operational schools.

Your Company delivered on its promise of sustained pro tability and improving on margins and has shown remarkable growth in pro t after tax. Company registered Standalone Revenue of र 2,097.8 Mn in FY19 compared to र 1,863.4 Mn in FY18 (up by 12.6 %). Operating EBITDA stood at 935.9 Mn in FY19, compared to र 721.7 Mn in FY18 (up by 29.7%). PBT stood at र 866.8 Mn in FY19, compared to Rs. 713.7 Mn in FY18 (up by 21.5 %). PAT stood at र 616.9 Mn in FY19, compared to Rs. 457.6 Mn in FY18 (up by 34.8 %).

Company registered Consolidated Revenue of र 5,172.5 Mn in FY19, compared to र 2,688.4 Mn in FY18 (up by 92.4%). Operating EBITDA stood at र 1,577.2 Mn in FY19, compared to र 1,020.8 Mn in FY18 (up by 54.5%). PBT stood at र 1145.3 Mn in FY19, compared to र 755.6 Mn in FY18 (up by 51.6 %). PAT stood at र 833.9 Mn in FY19, compared to र 492.8 Mn in FY18 (up by 69.2%).

The improved performance is a result of sustained growth in the business, despite of tough economic conditions. Numerous innovative and state-of-the-art technological measures were undertaken for driving ef ciencies in running its preschool and K-12 school operations, under the brand names of ‘Kidzee and ‘Mount Litera Zee School respectively.


During the year under review, your Company had allotted 1,83,253 Equity Shares of र 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from र 32,58,95,472 to र 32,60,78,725 comprising of 32,60,78,725 equity shares of र 1/- each.


The Board, at its meeting held on February 14, 2018 had accorded its approval to subscribe for 3,19,64,200 Equity Shares as preferential allotment in MT Educare Ltd. for an aggregate amount of र 200 crores (र. 200,00,00,000) approx. Post preferential allotment, the Company owned a 44.53% stake in MT Educare Ltd. The subscription to the Preferential allotment triggered an open offer under Regulation 3, 4 and other applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 for the acquisition of 26% from the shareholders of MT Educare Limited for which the Company appointed M/s Axis Capital Limited, Merchant Banker as the Manager to the Offer for the open offer process. Accordingly, the Company had acquired 1,07,36,973 Equity shares of र 10/- each from the shareholders of MT Educare Limited at an open offer price of

र 72.76/-. The total shareholding of the Company as on March 31, 2019 aggregates to 4,27,01,173 Equity shares of र 10/- each constituting 59.12% of the paid up share capital of the Company. Thus, as on March 31, 2019 MT Educare Limited is a subsidiary of the Company.

The acquisition of MT Educare Ltd is aligned with the Companys strategy to increase the footprint across various segments in the Education sector and consolidate its offerings through the digital track. This will further strengthen the Preschools and K-12 offerings through Kidzee & Mount Litera Zee Schools respectively and will also mark your Companys entry into the high growth market of Edutech through Robomate and will open doors for the test preparation / tutorials segment through MT Educares other brands like Mahesh Tutorials, Lakshya and Chitale classes. This acquisition will also help the Company make inroads to the government supported skill and vocational training segment, where MT Educare has a signi cant presence. Post this acquisition, the education offerings on a consolidated basis would reach around 3.50 lakhs students, making the Company one of the biggest education companies globally in terms of number of students served.


Your Company had allotted on April 8, 2015 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures ("Debentures" Or "NCDs") of the Face Value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating upto Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum circulated on Private Placement Basis, on which Credit Analysis & Research Limited (CARE) has af rmed the rating of ‘CARE AA+ (SO) [credit watch with negative implications], which signi es the NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.


During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5,61,79,770 fully paid Equity Shares र 1/- each of the Company (each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company Issued and allotted 5,61,79,770 fully paid Equity Shares of र 19.50 per share underlying Global Depository Receipts ("GDRs") on May 21, 2013. 5,61,79,770 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31, 2019, no GDRs have remained outstanding, as all the GDRs have been converted into the underlying equity shares w.e.f. January 15, 2018 which forms part of the existing paid up share capital of the Company.


Your Company has implemented an ESOP scheme called ZLL ESOP 2010 AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employees Bene ts) Regulations, 2014 for grant of stock options to its eligible employees of the Company and its Subsidiary/ies. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Scheme of the Company.

The applicable disclosures under Regulation 14 of the SEBI (Share Based Employees Bene ts) Regulations, 2014, relating to the Scheme are posted in Investor Relations section on the Companys website www.zeelearn.com.

During the year under review, 25,000 Stock Options were granted on August 9, 2018. These options when vested as per the terms and conditions of the Scheme entitled the option holder to apply for and be allotted equal number of equity shares of face value of Rs. 1/- each at an exercise price of Rs. 36.90 per share respectively being the closing market price of the equity shares of the Company on the National Stock Exchange of India Limited as on August 8, 2018. Since the options have been granted at the market price, the intrinsic value at grant is Nil and hence there is no charge to the Pro t and Loss account. These options will vest in a phased manner over a period of 3 years beginning 2019, and may be exercised within a maximum of four years from the date of vesting, subject to terms and conditions of the Scheme and the grant letter. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent.


As at March 31, 2019, your company had three wholly owned subsidiaries, namely, Digital Ventures Private Limited; Academia Edi cio Private Limited; and Liberium Global Resources Private Limited, one subsidiary MT Educare Limited and seven step down subsidiaries.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including nancial highlights of the operations of all subsidiaries is annexed to this report.

In accordance with Indian Accounting Standard AS110 - Consolidated Financial Statements read with Indian Accounting Standard AS 28 - Accounting for Investments in Associates, and Indian Accounting Standard 111 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per Ind AS format.

In accordance with Section 136 of the Companies Act, 2013, the audited nancial statements including the consolidated nancial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeelearn.com. These documents will also be available for inspection during business hours at the Registered Of ce of the Company.


Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certi cate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have af rmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Chief Executive Of cer of the company is contained in this Annual Report. The Chief Executive Of cer and Chief Financial Of cer have certi ed to the Board with regard to the nancial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certi cate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had xed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, quali cation / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys corporate website www.zeelearn.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys corporate website www.zeelearn.com.


In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises Dr. Manish Agarwal, Independent Director as Chairman, Mr. Himanshu Mody, Non- Executive Director and Dr. Sangeeta Pandit, Independent Director as Members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

CSR at Zee is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a uni ed approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. The Report on CSR activities is given at Annexed to the Directors Report.

I Care Seminars for creating awareness about prevention of child abuse

Through the year, Kidzee continued its commitment of standing for ‘Whats Right For Child through its Child Abuse Prevention initiative I Care. A module designed to educate adults about child abuse, it teaches to recognise incidence and prevent it further.

As a policy, all adults in the centre including teachers and support staff are trained under I Care. This is further taken to parents and this year, Kidzee took this initiative to the community at large by conducting events at RWAs and Corporates.

Every Kidzee preschool in the country aims to sensitise maximum adults in their catchments about the incidence of Child Abuse thereby aiming to create an abuse-free and nurturing environment for every child.


Your Board currently comprises of 5 Directors including 3 (three) Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. Independent Directors provide their declarations both at the time of appointment and annually con rming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2018-2019, your Board met 4 (four) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Ajey Kumar, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for reappointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing Annual General Meeting for consideration / approval of the members for your consideration and approval.

The Board at its meeting held on January 15, 2018 had appointed Ms. Nandita Agarwal Parker as an Additional Director subject to the approval of the members under the category of Non Executive Independent Director. Her appointment seeking the approval of the members was passed by the Board vide Postal Ballot Notice dated May 7, 2018 and by the shareholders by E-voting / Ballot process on July 5, 2018 for a term of 3 years w.e.f January 15, 2018.

The information as required to be disclosed under the Listing Regulations in case of re-appointment of the director is provided in Report on Corporate Governance annexed to this report and in the notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

Based on recommendation of the Nomination & Remuneration Committee, the Board of Directors at the meeting held on October 28, 2015, had approved appointment of Mr. Ajey Kumar, as an Executive Director for a period of 5 years which was approved by the members of the Company vide Postal Ballot / e-voting process on December 18, 2015. As per the terms of his earlier appointment he was eligible for grant of stock options from the Company as an Executive Director or otherwise but without any remuneration as of then. In line with his increased inputs and efforts that are required in the Company and in order to remunerate him commensurate with his role, abilities and responsibilities the Board of Directors based on the recommendation of the Nomination and Remuneration Committee at its meeting held August 9, 2018, have approved the re-designation / appointment of Mr. Ajey Kumar from Executive Director to Managing Director of the Company w.e.f October 1, 2018 with remuneration till the end of the tenure of his appointment viz. October 27, 2020 which was approved by the shareholders at the Annual General Meeting held on September 24, 2018.

During the year under review Mr. Umesh Pradhan, Chief Financial Of cer and Manager resigned from the post of the Manager w.e.f the close of business hours of September 30, 2018. However, Mr. Pradhan shall continue as the Chief Financial Of cer and Key Managerial Person of the Company.


In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of ow of information, contributions from each Directors, etc.


In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeelearn.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.



The Statutory Auditors M/s. MGB & Co. LLP., Chartered Accountants, Mumbai

having rm registration No. 101169W/W-100035 holds of ce until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. Your Company has received con rmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits speci ed under the Companies Act, 2013 and the rm satis es the criteria speci ed in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during FY 2019-20 will be in the best interests of the Company and therefore, members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.


Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on rati cation of its Members appointed Mr. Vaibhav P. Joshi & Associates Cost Accountants (Firm Registration No 101329) for conduct of audit of the cost records of the Company for the nancial year 2019-20.


During the year, Secretarial Audit was carried out by Mrs. Mita Sanghavi, Practising Company Secretary in compliance with Section 204 of the Companies Act, 2013.

The reports of Statutory Auditor, Cost Auditor and Secretarial Auditor do not contain any quali cation, reservation or adverse remarks. The reports of Statutory Auditor, Secretarial Auditor forming part of this Annual report.

During the year the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.


i. Particulars of loans, guarantees and investments :

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 37 to the Standalone Financial Statements.

ii. Transactions with Related Parties :

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report.

iii. Risk Management:

The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls:

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and ef cient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable nancial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to nancial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

v. Deposits:

Your Company has not accepted any public deposits under Chapter V of

the Companies Act, 2013.

vi. Extract of Annual Return:

The extract of Annual Return in Form MGT-9 as required under Section

92(3) of the Act read with Companies (Management & Administration)

Rules, 2014 is annexed to this report.

vii. Sexual Harassment:

The Company has zero tolerance for sexual harassment at 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. During the year under review no complaints on sexual harassment was received.

viii. Regulatory Orders:

No signi cant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

ix. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the

Company under any scheme save and except ESOP referred to in this Report. c) Neither the Managing Director nor the Whole-time Directors of the

Company received any remuneration or commission from any of its subsidiaries.


Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since this business do not involve any manufacturing activity, most of the information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. However, the information as applicable are given hereunder:

Conservation of Energy:
(i) Steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy and avoid wastages and conserve energy as far as possible.
(ii) Steps taken by the Company for utilizing alternate sources of energy
(iii) Capital investment on energy conservation equipments
Technology Absorption:
(i) The efforts made towards technology absorption
(ii) The bene ts derived like product improvement, cost reduction, product development or import substitution
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the nancial year)
a. The details of technology imported
b. The year of import In its endeavor to deliver the best to its users and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.
c. Whether the technology been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) The expenditure incurred on Research and Development


During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange out go is given in Note no. 46(2) of the Notes to Accounts forming part of the Annual Accounts.


Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.


Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and cooperation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including

Bankers, Financial Institutions, Investors, Service Providers as well as

regulatory and government authorities.


Statements in the Boards Report and the Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Important factors that could affect the companys operations include signi cant political and / or economic environment in India, tax laws, litigations, interest and other costs.

For and on behalf of the Board
Himanshu Mody Sangeeta Pandit
Chairman Director
DIN: 00686830 DIN: 06748608
Place: Mumbai
Date: 17 May 2019