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CL Educate Limited Annual Report 2019
60650_rns_2019-05-30_656a2875-c1b3-48de-8d4b-6badb2d953c1.pdf
Annual Report
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To Department ofCorporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400 001
To Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051
Scrip Code: 540403, Scrip Symbol: CLEDUCATE ISINr- INE20I1V101011
Dear Ma'am/Sir(s),
Sub: Re-Submission ofthe Outcome of Board Meeting dated Mav 29.2019:
We, CL Educate Limited ("We'Vthe "Company"), vide our letter dated May 29, 2019 had uploaded the Outcome of Board Meeting in the respective tabs of NEAPS and BSE Listing centre within 30 minutes ofthe conclusion ofthe Board Meeting.
Inadvertently, certain figures in the financial results attached with the said outcome of the Board Meeting are not properly visible due to scanning issue.
Hence, we are resubmitting the outcome of the Board Meeting with your good offices for your reference and records.
The above information is also available on the Company's website (www.cleducate.com).
Thanking You
For and on behalf of CL E^Ui«a4e4:<imited Arjun Wadhwa CFO
Place: New Delhi Date: May 30, 2019
Enclosures: Outcome of Board Meeting dated May 29, 2019
CL EDUCATE LIMITED
Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-A5, First Floor,Mohan Co-operative Industrial Estate, NewDelhi-110044
9 www.cleducate.com ® [email protected] 0+91-11-41281100/0800 @ +91-11-41281101 CIN: L74899HR1996PLC076897
To Department ofCorporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 GDI
To Listing Department, National Stock Exchange ofIndia Limited C-1, G-Block, Bandra-Kurla Complex Bandra, (E), Mumbai - 400 051
Scrip Code: 540403, Scrip Symbol: CLEDUCATE IS1N:-INE20IM01011
Dear Ma'am/Sir(s),
Sub: Outcome of the Board Meeting dated Mav 29, 2019
In continuation to our letter dated May 22, 2019, please be informed that the Board of Directors of the Company at its meeting held today i.e. May 29, 2019, inter alia, has considered and approved the following, based on the recommendations ofthe Audit Committee:
- Appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. - 103523W), as the Statutory Auditor of the Company for the Financial Year 2019-20, subject to the approval by the Members at the ensuing Annual General Meeting of the Company;
Brief Profile;- M/s. Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. - 103523W) is a Limited Liability Partnership firm having LLP Identification Number as AAC-3768 and also holds a valid Peerreview certificate. M/s. Haribhakti & Co. LLP, is primarily engaged in providing audit and assurance services and tax services.
2. Appointment of M/s. S. Anantha & Ved LLP, Company Secretaries (LLP-IN:AAH-8229) as the Secretarial Auditor of the Company for the Financial Year 2019-2020;
Brief Profile;- M/s. S. Anantha Ved LLP, Company Secretaries is a Limited Liability Partnership firm having LLP Identification Number AAH-8229. It was incorporated on November 16, 2016 in India and has its registered office in Mulund, Mumbai.
3. Appointment of Value Square Advisors Private Limited as the Internal Auditor of the Company and its Subsidiary Companies for the Financial Year 2019-2020;
Brief Profile;- Value Square Advisors Private Limited, having CIN U74999DL2018PTC334065 and headquartered in Delhi, is a company consisting of Business Advisors and Chartered Accountants, offering an array of services to support companies' accounting, tax and finance needs.
- Appointment of M/s. Sunny Chhabra & Co. (FRN- 101544), Cost Accountants as the Cost Auditor of the Company for the Financial Year 2019-2020;
Brief Profile;- M/s. Sunny Chhabra & Co. (FRN- 101544), is a firm of Cost Accountants situated in Ghaziabad, Uttar Pradesh.
- Appointment of M/s. NKSC and Co., (FRN- 020078N), Chartered Accountants as the GST Auditor of the Company for the Financial Years 2017-18, 2018-19 and 2019-20;
Brief Profile;- M/s. NKSC & Co., Chartered Accountants (Firm Registration Number - 020078N), Is a firm of Chartered Accountants headquartered in New Delhi. M/s. NKSC & Co., holds a valid Peer Review certificate from ICAI and isprimarily eng^ed in providing audit & assurance services
CL EDUCATE LIMITED
Registered Office: Plot No. 9A,Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044
0 www.cleducate.com ® [email protected] 0 4-91-11-41281100/0800 @ +91-11-41281101 CIN: L74899HR1996PLCD76897
and tax services. M/s. NKSC & Co., is a full service firm of corporate strategists, auditors, tax advisory experts and financial and marketing analysts.
-
- The Audited Financial Results (Standalone and Consolidated) of the Company for the Quarter and Financial Year ended March 31, 2019 including the Statement of Assets and Liabilities as on March 31, 2019 and Auditors report thereon;
-
- The Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended March 31,2019 and Auditors report thereon;
-
- The Annual Secretarial Compliance Report for the Financial Year ended March 31, 2019, issued by M/s. S. Anantha & Ved LLP, Company Secretaries (LLP IN: AAH-8229) Secretarial Auditor ofthe Company.
Further, there were certain changes made to the "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons", formulated pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, dated December 31, 2018, bythe Board of Directors of the Company. The revised Code is available on the Company's website at (www.cleducate.comT
The meeting ofthe Board ofDirectors commenced at01:30 P.M. and concluded atftl'mP.M.
The information is also available on the website of the Company fwww.cleducate.comT
Kindly take the above on record.
Thanking You
For CL Educate Limited -z
Ariun Wadhwa CFO
Place: New Delhi Date: May 29,2019
Enclosures:
- a. Audited Financial Results (Standalone and Consolidated) for the Quarter and Financial Year ended March 31. 2019;
- b. Declaration of un-modified opinion on the Annual Standalone Financial Results of the Company pursuant to Regulation 33(3)(d);
- c. Statement on Impact of Audit Qualifications in the Auditors Report on Annual Consolidated Financial Results ofthe Company pursuant to Regulation 33(3)(d);
- d. Statement pursuant to Regulation 32(1) & 32(5), regarding utilisation of IPO Proceeds till March 31,2019; and
- e. Annual Secretarial Compliance Report for the Financial Year ended March 31, 2019.
CL EDUCATE LIMITED
Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad,Haryana-121003 CorporateOffice: A-45, FirstFloor, Mohan Co-operative Industrial Estate,New Delhi-110044
® www.cleducate.com ts [email protected] ^+91-ll-4i281100/0800 B 4^91-11-41281101 CIN: L74899HR1996PLCQ76897
Auditor's Report on Annual Standalone Ind AS Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015
To, The Board of Directors CL Educate Limited
Chartered Accountants
-
- We have audited the accompanying Statement of Annual Standalone Ind AS Financial Results of CL Educate Limited {"the Company") for the year ended March 31, 2019 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. ClR/CFD/FAC/62/2016 dated July 5, 2016. This Statement is the responsibility of the Company's management and has been approved by the Board of Directors. This Statement has been prepared on the basis of the annual standalone Ind AS financial statements. Our responsibility is to express an opinion on thisStatement, based on our audit of such annual standalone Ind AS financial statements, which have been prepared in accordance with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued there under and other accounting principles generally accepted in India.
-
- We conducted our audit of the Statement in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management.
-
- We believe that the audit evidences obtained by us is sufficient and appropriate to provide a reasonable basis for our opinion on the Statement.
-
- In our opinion and to the best of our information and according to the explanations given to us,the Statement:
- (i) Is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2D16 dated July 5, 2016; and
- (ii) gives a true and fair view of the net profit (including other comprehensive income) and other financial information of the Company for the year ended March 31, 2019.
Haribhakti &Co. 11 r^liiini iinl^ Iiim i Reg"- Ho. MC- 3768, a limited liability partnership registered in Irtdia (converted on 17th June, 2014 from firm Haribhakti & Co. FRN: 103523W) 3rd Floor. 52-BOkhla Industrial Area, Phase III, New Delhi • 110 020, India. Tel>91 11 4711 9999 Fax:+91 11 4711 9998 Registered office: 705, Leela BusinessPark, Andheri-Kurla Road,Andheri(E), AAumbai - 400 059. India. Other offices: Ahmedabad, Bengaluru, Chennai, Coimbatore, Hyderabad, Kolkata, Mumbai, Pune.
HARIBHAKTI & CO. LLP
Chartered Accountants
-
- We draw attention to Note 7 to the Statements wherein the management has explained reasons for considering old vocational outstanding receivables as recoverable. Our report is not modified in respect of this matter.
-
- The Statement includes the results for the quarter ended March 31, 2019, being the balancing figure between audited figures in respect of full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us.
For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048
Raj Kumar Agarwal Partner Membership No.: 074715
Place: New Delhi Date: May 29, 2019
CL Educate Limited
CIN No:- L74899HR1996PLC076897
Registered Office: PlotNo.9A, Sector 27A, Mathura Road, Faridabad .Haryana -121003
Corporate office:A-45, FirstFloor, Mohan Co-operative Industrial Estate, New Delhi-110044
AUDITED STANDALONE FINANCIAL RESULTS FORTHEQUARTER AND YEAR ENDED MARCH 31, 2019
| (Rs.in lacs, except per ^are data) | ||||||
|---|---|---|---|---|---|---|
| 1 | For the Quarter ended | 11 | For the vear ended | 1 | ||
| AuditedUnauditedAuditedParticulars | Audited | Audited | ||||
| March 31, 2019 | December 31, 2018 | March 31. 2018 | March 31, 2019 | Atarch 31, 2018 | ||
| Income | 1 | |||||
| 1 | (a) Revenue From operations | 4,029.29 | 2,832.93 | 4,072.62 | 17,000.96 | 15,521.39 |
| II | (b) Other income | 381.90 | 296.09 | 12.88 | 1.344.24 | |
| Expenses | ||||||
| (a) Purchases of Stock-in-Trade | 247.05 | 218.87 | 216.93 | 1,107.21 | 1,091.87 | |
| (b) Changesin inventories of Stock-1n-Trade | 74.75 | (81.27) | (31.21 | (8.93) | 10.38 | |
| (c) Employee benefits expense | 607.53 | 381.57 | 748.79 | 2,569.72 | 3,213.37 | |
| (d) Finance costs | 101.54 | 115.40 | 91.03 | 428.74 | 340.10 | |
| (e) Depreciation and anxirtization expense | 209.51 | 200.12 | 182.38 | 808.16 | 690.13 | |
| (f) Franchisee expenses | 1,718.62 | 861.82 | 1,495.18 | 6,088.99 | 5,877.89 | |
| (g) Other expenses | 1,551.43 | 1,139.69 | 1,724.51 | 6,309.84 | 5,778.14 | |
| Ki | ||||||
| Profjt/(Loss) before exceptional items and tax•IV) | (99.24) | 292.82 | (342.11) | 1,208.07 | (136.25) | |
| Vi | Exceptional items | |||||
| VII | Profit/(Loss) before tax (V-Vl) | (99.24) | 292.82 | (342.11) | 1,208.07 | (136.25) |
| VIII | Tax expense: | |||||
| (a) Current tax | (133.12) | 5.78 | 122.14 | |||
| (b) Deferred tax | 139.97 | (1.04) | (102.66) | 105.81 | 62.34 | |
| Profit /(Loss)from continuing operations for theperiod (VII-VIII) | (106.09) | 288.08 | (239.45) | 980.12 | (198.59) | |
| Other Comprehensive Income | ||||||
| (i) Items that will not be reclassified to profit orloss | (1.77) | 3.00 | 15.17 | 9.84 | 20.40 | |
| (ii) Income tax relating to Items that vrillnot bereclassified to profit or loss | 1.28 | (1.04) | (5.25) | (2.74) | (7.06) | |
| TMal Comprehenshm Iwceim for the perM(Comprising Profit and Other comprehaisivt:Income for the period) (VMQ' | 9S7.Z2 | |||||
| XII | Paid-up Equity Share Capital (face value of Rs. 10each) | 1,416.57 | 1,416.57 | 1,416.57 | 1,416.57 | 1,416.57 |
| XIII | Earnings per equity share (for continuingoperation) | |||||
| (a) Basic | (0.75) | 2.03 | (1.69) | 6.92 | (1.40) | |
| (b) Diluted | (0.75) | 2.03 | (1.69) | 6.92 | (1.40) |
CL Educate Limited CIN No:- L74899HR1996PLC076897
Registered Office: Plot No.9A. Sector 27A, AAathura Road, Faridabad .Haryana -121003
Corpo-ate office:A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi- 110044
STATEMENT OF STANDALONE ASSETS AND LIABILITES ASATAtarch 31, 2019
| (Rs. in lacs, except per share data) | |||
|---|---|---|---|
| Particulars | March 31, 2019 | March 31, 2018 | |
| Audited | Audited | ||
| A | ASSETS | ||
| 1 | Non <urrent assets<="" td=""> | ||
| Property, plant and equipment | 3,434.27 | 3,803.30 | |
| Investment property | 305.67 | 108.78 | |
| Goodwill | 212.38 | 212.38 | |
| Other intangible assets | 1,950.77 | 1,984.33 | |
| intangibles under development | 174.45 | 117.74 | |
| Investment in subsidiaries and associates | 19,655.87 | 19,429.86 | |
| Financial assets | |||
| (i) Loans | 100.80 | 217.22 | |
| (ii) Other financial assets | 1,476.47 | 1,474.15 | |
| Non-current tax assets | 1,151.01 | 1,034.18 | |
| Deferred tax assets (net) | 376.69 | 485.24 | |
| Other non-current assets | 55.43 | 54.42 | |
| Total Non-current assets | 28,893.81 | 28,921.60 | |
| 2 | Current assets | ||
| Inventories | 493.99 | 462.91 | |
| Financial assets | |||
| (i) Investments | 2,743.09 | - | |
| (ii) Trade receivables | 4,635.88 | 5,942.98 | |
| (iii) Cash and cash equivalents | 691.03 | 1,158.92 | |
| (iv) Bank balances other than (iii) above | 30.55 | 2,615.82 | |
| (v) Loans | 4,923.43 | 4,327.98 | |
| (vi) Other financial assets | 284.51 | 867.22 | |
| Other current assets | 1,843.81 | 1,373.35 | |
| Total Current assets | 15,846.29 | 16,749.18 | |
| TOTAL ASSETS | 44,740.10 | 45,670.78 | |
| B | EQUITYft LIABILITIES | ||
| 1 | Equity | ||
| Equity share capital | 1,416.57 | 1.416.57 | |
| Other equity | 33,786.56 | 32,971.60 | |
| Total Equity | 35,203.13 | 34,388.17 | |
| 2 | Non-current liabilities | ||
| Financial liabilities | |||
| (i) Borrowings | 278.86 | 490.09 | |
| Provisions | 258.00 | 272.46 | |
| Other non-current liabilities | 208.88 | 246.93 | |
| 3 | Total Non Current LiabilitiesCurrent liabilities | 745.74 | 1,009.48 |
| Financial liabilities | |||
| (1) Borrowings | 3,041.45 | 3,148.91 | |
| (ii) Trade payables | |||
| • total outstanding dues of micro and small enterprises: and | 921.26 | 19.80 | |
| - total outstanding dues of creditors other than micro and small enterprises | 2,805.43 | 3,900.73 | |
| (iii) Other financial liabilities | 1,009.08 | 1,460.67 | |
| Other current liabilities | 551.94 | 1,299.21 | |
| Provisions | 15.34 | 16.22 | |
| Current tax liabilities (net) | 427.59 | ||
| 446.73 | |||
| Total Current LiabilitiesTotal Liabilities | 8,791.239,536.97 | 10,273.1311,282.61 | |
| TOTAL EQUITY AND LIABILITES | 44,740.10 | 45,670.78 |
CL Educate Lfmited CIN No:- L74899HR1996PLC076897 Registered Office: PlotNo.9A, Sector27A. Mathura Road, Farldabad .Haryana -121003
AUDITED STANDALONE FINANCIAL RESULTS FORTHEQUARTER AND YEAR ENDED MARCH 31. 2019 STANDALONE SEGMENT REVENUE. RESULTS. ASSETS AND LIABITIES
| Segment Wise Performance | For the quarter ended | For the year ended | |||
|---|---|---|---|---|---|
| Audited | Unaudited | Audited | Audited | Audited | |
| March 31. 2019 | December 31 2018 | March 31. 2018 | March 31. 2019 | March 31, 2018 | |
| Segment Revenue | |||||
| Consumer Test Prep | 4,029.29 | 2,832.93 | 4,072.62 | 17.000.96 | 15,521.39 |
| Vocational | - | - | - | • | |
| Total Segment Revenue from Operations (Gross) | 4.029.29 | 2.832.93 | 4.072.62 | 17,000.96 | 15,521.39 |
| Segment Results | |||||
| Consumer Test Prep | 205.83 | 481.21 | 959.83 | 2.406.86 | 1,882.07 |
| Vocational | (242.19) | (170.89) | (404.97) | (830.67) | (739.90) |
| Total Segment Results | (36.36) | 310.32 | 554.86 | 1,576.19 | 1,142.17 |
| Add: Other Income | 381.90 | 296.09 | 12.88 | 1,510.84 | 1,344.24 |
| Less: - Finance Cost | 101.54 | 115.40 | 91.03 | 428.74 | 340.10 |
| Less:- Unallocated expenses | 343.24 | 198.19 | 818.82 | 1,450.22 | 2,282.56 |
| Prof1t/(Loss) before tax | (99.24) | 292.82 | (342.11) | 1,208.07 | (136.25) |
| Less: Tax Expenses | 6.85 | 4.74 | (102.66) | 227.95 | 62.34 |
| Net Profit / (Loss) for the period | (106.09) | 288.08 | (239.45) | 980.12 | (198.59) |
| Other Comprehensive Income | (0.49) | 1.96 | 9.92 | 7.10 | 13.34 |
| Total Comprehensive Income | (106.58) | 290.04 | (229.53) | 987.22 | (185.25) |
| Segment Assets | |||||
| Consumer Test Prep | 8,920.30 | 8,335.00 | 9,092.41 | 8,920.30 | 9,092.41 |
| Vocational | 2,827.31 | 2,982.27 | 3,737.39 | 2,827.31 | 3.737.39 |
| Unallocated | 32,992.49 | 32,859.37 | 32,840.98 | 32,992.49 | 32,840.98 |
| Total | 44.740.10 | 44,176.64 | 45,670.78 | 44,740.10 | 45.670.78 |
| Se^ent Liabilities | 3,266.29 | 3.874.48 | 3.812.78 | 3,874.48 | |
| Consumer Test Prep | 3,812.78 | 1,381.71 | 2,037.73 | 1,329.44 | 2,037.73 |
| Vocational | 1,329.444,394.75 | 4,343.03 | 5,370.40 | 4.394.75 | 5,370.40 |
| UnallocatedTotal | 9,536.97 | 8.991.03 | 11,282.61 | 9,536.97 | 11,282.61 |
CL Educate Limited CIN No: -L74899HR1996PLC076897
Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana-121003 Corporate office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044
Notes to the Audited Standalone Financial Results ("financial results' year ended March 31, 2019 for the quarter and
-
- The above financial results have been reviewed and recommended by the Audit Committee and approved by the Board at its meeting held on May 29, 2019.
-
- The financial results for the period ended March 31, 2019 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices & policies, to the extent applicable.
-
- The figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year, as reported in these financial results, are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial years. Also, the figures upto the end of third quarter had only been reviewed and not subject to audit.
-
- During the year ended March 31, 2017, pursuant to Initial Public Offering ("IPO"), 2,180,119 equity shares of Rs. 10 each were allotted to public at a premium of Rs. 492 per share along with offer for sale of 2,579,881 equity shares by the selling shareholders. The shares were listed at BSE and NSE on March 31,2017. Details of the utilisation of net IPO proceeds till March 31,2019 is as under:
| Objects | Amount as perprospectus(Rs. in lacs) | Utilised tillMarch 31, 2019(Rs. in lacs) |
|---|---|---|
| RepaymentoftakenCareerloanbyLauncherstepInfrastructurePrivateLimited(adownsubsidiary) from HDFC Limited | 1,860.40 | 1,860.40 |
| theMeetingworkingcapitalrequirementsofCLEducateanditssubsidiariesnamelyKestoneIntegratedLimited andMarketing Services PrivateGK Publications Private Limited | 5,250.00 | 5250.00 |
| Funding acquisitions and other strategic initiatives | 2,000.00 | 2,000.00 |
| General corporate purposes | ♦1,010.25 | 1,010.25 |
| Total | 10,120.65 | 10,120.65 |
Post finalization of IPO expenses
The details of utilisation against the IPO proceeds for Funding acquisition and other strategic initiatives is as below:
| Utilisation of Acquisition Proceeds | |
|---|---|
| Name of Companies | Amount(Rs. In Lacs) |
| Accendere Knowledge Management Services Private Limited | 661.50 |
| ICE Gate Educational Institute Private Limited | 623.61 |
| Indiacan Education Private Limited | 300.00 |
| Three Sixty One Degree Minds Consulting Private Limited (361 DM) | 414.89 |
| Total | 2,000.00 |
- In accordance with Ind AS -108 "Operating Segments" and based on "Management Evaluation", the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments.
- Accordingly, Information has been presented along these business segments. The accounting principles used in preparing financial statements are consistently applied to record revenue & expenditure in individual segments. The reportable segments comprising of "Consumer Test Prep" and "Others", which comprises primarily scaled down vocational training businesses.
-
- The basic and diluted earnings per share have been calculated in accordance with the Ind AS-33 "Earnings Per Share".
-
- The company has in the past undertaken various Central and State Government / Agencies, projects in the education / skill development sector. Most of these projects are complete, however the dues from the concerned department / agency has not been realized mainly on account of delays and long process. The details of such vocational trade receivables which are outstanding for a considerable period of time are given below. In the opinion of the management it has made the necessary provision/ taken write off, wherever required and net balances, are fully recoverable. The details are as under.
| Nature of balance | Total Amountoutstanding as onMarch 31, 2019(Rs. in lacs) | Amount outstandingfor more than 3 years(Out of totaloutstanding)(Rs. in lacs) | Expected Credit Loss(ECL)/ Provision inbooks of accounts ontheamountoutstanding as onMarch 31, 2019(Rs. in iacs) |
|---|---|---|---|
| Vocational TradeReceivables | 2,832.59 | 2,594.66 | 449.10 |
-
- Effective April 01, 2018, the Group has applied Ind AS 115 "Revenue from Contracts with Customers". The standard has been applied using Modified retrospective approach. Accordingly, the comparatives have not been retrospectively adjusted. The adoption of Ind AS 115 did not have any material impact on financial results for the quarter and year ended March 31, 2019.
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- The Board of Directors of the Company has approved a scheme of arrangement for amalgamation of its subsidiary companies into the Company in its meeting held on November 27, 2018. An application under Regulation 37 of the SEBI (LODR) Regulations, 2015 was filed with the National Stock Exchange of India Limited ("NSE") and BSE Limited {"BSE"), for the proposed amalgamation of Career Launcher Education Infrastructure and Services Limited, CL Media Private Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications Private Limited and Kestone Integrated Marketing Services Private Limited ("Amalgamating Company") with CL Educate Limited ("Amalgamated Company"). The scheme will be effective upon approval from National Company Law Tribunal (NCLT). The appointed date as finalized by the Company is April 1, 2019.
-
- Figures for the previous period have been regrouped/ reclassified wherever necessary to conform to the current period's classification.
Place: New Delhi Date: May 29, 2019
Nikhil Mahajan Executive Director & Group CEO Enterprise Business O
Bythe order of the Boar^,
HARIBHAKTI & CO. LLP
Chartered Accountants
Auditor's Report on Annual Consolidated Ind AS Financial Results of the Company Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015
To The Board of Directors CL Educate Limited
-
- We have audited the accompanying Statement of Annual Consolidated Ind AS Financial Results of CL Educate Limited (hereinafter referred to as "the Holding Company") and its subsidiaries (the Holding Company and itssubsidiaries together referred to as "the Group"), its associates for the year ended March 31, 2019 ("the Statement"), being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016. This Statement is the responsibility of the Company's management and has been approved by the Board of Directors. This Statement has been prepared on the basis of the annual consolidated Ind AS financial statements. Our responsibility is to express an opinion on this Statement based on our audit of such annual consolidated Ind AS financial statements, which have been prepared in accordance with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued there under and other accounting principles generally accepted in India.
-
- We conducted our audit of the Statement in accordance with the Standards on Auditing specified under Section 143(10) of theAct. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management.
-
- We believe that the audit evidences obtained by us and obtained by the other auditors in terms of their report referred to in paragraph 6 below, is sufficient and appropriate to provide a reasonable basis for our opinion on the Statement.
Haribhaktl 6 Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a limited liability partnership registered inIndia (converted on 17th June. 2014 from firm Haribhaktl 6 Co. FRN: 103523W) 3rdFloor. 52-BOkhla Industrial Area, Phase III, New Delhi • 110 020, India. Tel:*91 11 4711 9999Fax>9i 11 4711 9998 Registered office: 705, Leela Business Park, Andherl-Kurla Road, Andherl (E), Mumbai • 400059, India. Otheroffices: Ahmedabad, Bengaluru, Chennai, Coimbatore, Hyderabad. Kolkata, Mumbai, Pune.
Chartered Accountants
- We refer to the qualification which is included by the other statutory auditor of ICE Gate Educational Institute Private Limited in the Basis of Qualification paragraph in their audit report:
The Company has more than 10 employees on its roll as at March 31, 2019. However, the Company has not registered itself under the provisions of The Employees Provident Fund a Miscellaneous Provisions Act, 1952 and The Employees State Insurance Act, 1948. The impact of such non-compliance, if any, is not ascertainable.
- In our opinion and to the best of our information and according to the explanations given to us, and on consideration of the reports of the other auditors and subject to the possible effects of the matter described in paragraph 4 above, the Statement:
| Sr. No. | theName ofEntity | Relationship |
|---|---|---|
| 1. | CareerLauncherInfrastructureEducationand Service | Wholly owned Subsidiary |
| 2. | CL Media Private Limited | Wholly owned Subsidiary |
| 3. | KestoneIntegratedMarketingServicesPrivate Limited | Wholly owned Subsidiary |
| 4. | O.K. Publications Private Limited | Wholly owned Subsidiary |
| 5. | AccendereKnowledgeManagementServices Private Limited | Wholly owned Subsidiary |
| 6. | GateInstituteIceEducationalPrivateLimited | Subsidiary |
| 7. | Kestone CL Asia Hub Pte. Limited | Step Down Subsidiary |
| 8. | Kestone CL US Limited | Step Down Subsidiary |
| 9. | CareerInfrastructurePrivateLauncherLimited | Step Down Subsidiary |
| 10. | ThreesixtyoneDegreeMindsConsultingPrivate Limited | Associate |
| 11. | BaS Strategy Services Private Limited | Associate |
(i) includes the annual Ind AS financial results of the following entitles:
- (li) is presented in accordance with the requirements of Regulation 33 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and
- (iii) gives a true and fair view of the consolidated net profit (including other comprehensive income) and other financial information of the Group including its associates for the year ended March 31, 2019.
-
- We draw attention to note 7(a) to the Statement with regard to Business Transfer Agreement with l-Take Care Private Limited for sale of infrastructure services business, carried on by a step down subsidiary of the Company, on slump sale basis. As on date, the transaction is pending closure as l-Take Care Private Limited hasn't been able to arrange the requisite funds to close the sale. The Company is also in parallel discussions with other parties to give effect to the above-mentioned transaction. Thus, the Company is still disclosing such business as discontinued operations and the assets as held for sale in accordance with IND AS 105 "Noncurrent Assets Held for Sale and Discontinued Operations". Our report is not modified in respect of this matter.
-
- We draw attention to Note 8 to the Statement wherein the management has explained reasons for considering old vocational outstanding receivables as recoverable. Our report is not modified in respect of this matter.
-
- We did not audit the Ind AS financial statements of 2 (Two) subsidiaries included in the Statement, whose Ind AS financial statements reflects total assets of Rs. 992.09 lacs as at March 31, 2019, total revenues of Rs. 1,589.44 lacs and total profit (including other comprehensive income) after tax of Rs. 76.25 lacs for the year ended on that date, as considered in the Statement. The Statement also include Group's share of net profit (including other comprehensive income) of Rs. 4.57 lacs for the year ended March 31, 2019, as considered in the Statement, in respect of 2 (Two) associates, whose Ind AS financial statements have not been audited by us. These Ind AS financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors.
HARIBHAKTI & CO. LLP
Chartered Accountants
HARIBHAKTI & CO. LLP
Chartered Accountants
-
- We did not audit the Ind AS financial statements of 2 (Two) subsidiaries included in the Statement, whose Ind AS financial statements reflects total assets of Rs. 509.79 lacs as at March 31, 2019, total revenues of Rs. 641.10 lacs and total profit (including other comprehensive income) after tax of Rs. 47.15 lacs for the year ended on that date, as considered in the Statement. These Ind AS financial statements are not audited by their auditors and have been furnished to us by the management and our opinion onthe Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited Ind AS financial statements. According to the information and explanations given to us by the management, these Ind AS financial statements are not material to the Group.
-
- The Statement includes the results for the Quarter ended March 31, 2019, being the balancing figure between audited figures in respect of full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us.
For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048
DELHI ^oacco^
Raj Kumar Agarwal Partner Membership No.: 074715
Place: New Delhi Date: May 29, 2019
CL Educate Limited CIN No:-L74899HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Farldabad, Haryana, India 121003 Corporate Office: A-45, First Floor, Mohan Cooperative IndusMai Area, MainAtathura Road, Delhi 110044
AUDITED CONSOLIDATED FINANCIAL RESULTSFOR QUARTER AND YEARENDED MARCH 31. 2019
| (Rs. in lacs, except per share data) | |||||||
|---|---|---|---|---|---|---|---|
| Particulars | For the quarter ended | For the year ended | |||||
| March 31, 2019 | December 31, 2018 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |||
| Audited | Unaudited | Audited | Audited | Audited | |||
| Income | |||||||
| $\blacksquare$ | (a) Revenue From operations | 8,087.51 | 6,936.87 | 7,948.82 | 33,925.95 | 28,888.97 | |
| $\mathbf{H}$ | (b) Other income | 456.85 | 258.93 | 14.30 | 1,323.66 | 1,291.23 | |
| Ш | Total income (I+II) | 8,544.36 | 7,195.80 | 7,963.12 | 35,249.61 | 30,180.20 | |
| IV | Expenses | ||||||
| (a) Cost of material consumed | 307.92 | 192.97 | 382.42 | 1.172.61 | 1,286.76 | ||
| (b) Purchases of Stock-in-Trade | (17.71) | 20.46 | (89.05) | 32.90 | 104.22 | ||
| (c) Changes in inventories of finished goods, Stock-in -Trade and work-in-progress | (6.95) | (31.03) | 10.81 | (98.07) | 13.49 | ||
| (d) Employee benefits expense | 1,474.76 | 1,182.05 | 1,517.43 | 5,813.21 | 6,109.56 | ||
| (e) Finance costs | 143.64 | 173.18 | 156.68 | 619.88 | 642.98 | ||
| (f) Depreciation and amortization expense | 246.90 | 233.89 | 216.40 | 948.33 | 846.53 | ||
| (g) Franchisee expenses | 1,748.94 | 1,292.16 | 1,738.82 | 6,944.48 | 6,121.53 | ||
| (h) Other expenses | 4,339.33 | 3,625.48 | 4,172.87 | 17,371.88 | 14, 271.32 | ||
| Total expenses | 8,236.83 | 6,689.16 | 8,106.38 | 32,805.22 | 29,396.39 | ||
| $\mathsf{v}$ | Profit/(loss) before exceptional items and tax (III-IV) | 307.53 | 506.64 | (143.26) | 2,444.39 | 783.81 | |
| VI | Exceptional items | $\sim$ | $\overline{\phantom{a}}$ | ×. | |||
| VII | Profit/(loss) before tax (V-VI) | 307.53 | 506.64 | (143.26) | 2.444.39 | 783.81 | |
| Share of profit of equity accounted investees | 3.96 | 2.15 | (18.11) | 4.58 | 6.80 | ||
| Profit before tax | 311.49 | 508.79 | (161.37) | 2,448.97 | 790.61 | ||
| VIII | Tax expense: | ||||||
| (a) Current tax | (44.98) | 125.02 | 135.25 | 637.86 | 475.35 | ||
| (b) Current tax expense relating to prior years | 14.67 | 24.90 | |||||
| (c) Deferred tax | 136.72 | (44.91) | (91.40) | 40.23 | (34.00) | ||
| IX | Profit/(loss) from continuing operations for the period (VII-VIII) | 219.75 | 428.68 | (219.89) | 1,770.88 | 324.36 | |
| X | Profit from discontinued operations | 3.25 | 75.00 | 63.93 | 226.75 | 249.58 | |
| XI | Tax expenses of discontinued operations | (26.87) | 10.54 | ||||
| XII | Profit from Discontinued operations (after tax) (X-XI) | 30.12 | 64.46 | 63.93 | 226.75 | 249.58 | |
| XIII | Net Profit/(loss) for the period (IX+XII) | 249.87 | 493.14 | (155.96) | 1,997.63 | 573.94 | |
| XIV | Profit from continuing operations for the period attributable to | ||||||
| (a) Owners of the Company | 233.52 | 427.80 | (224.08) | 1,767.91 | 319.82 | ||
| (b) Non-controlling interest | (13.76) | 0.88 | 4.19 | 2.97 | 4.54 | ||
| XV | Profit from discontinued operations for the period attributable to | ||||||
| (a) Owners of the Company | 30.12 | 64.46 | 63.93 | 226.75 | 249.58 | ||
| (b) Non-controlling interest | $\sim$ | × | u | ||||
| XVI | Other Comprehensive Income | ||||||
| (i) Items that will not be reclassified to profit or loss$\overline{A}$ | (0.31) | 9.71 | 15.78 | 26.07 | 40.37 | ||
| (ii) Income tax relating to items that will not be reclassified to profit or | 0.86 | (2.87) | (4.84) | (7.21) | (13.14) | ||
| loss | |||||||
| (i) Items that will be reclassified to profit or lossB. | (8.04) | (4.11) | (17.40) | (5.30) | (12.79) | ||
| (ii) Income tax relating to items that will be reclassified to profit or loss | 2.23 | 1.15 | 5.87 | 1.47 | 4.27 | ||
| XVII | Total Comprehensive Income for the period (Comprising Profit andOther comprehensive Income for the period ) (XIII+XVI) | 244.61 | 497.02 | (156.55) | 2,012.66 | 592.65 | |
| XVIII Paid-up Equity Share Capital (face value of Rs. 10 each) | 1,416.57 | 1,416.57 | 1,416.57 | 1,416.57 | 1,416.57 | ||
| XIX | Earnings per equity share (for continuing operation) | ||||||
| (a) Basic | 1.55 | 3.03 | (1.55) | 12.50 | 2.29 | ||
| (b) Diluted | 1.55 | 3.03 | (1.55) | 12.50 | 2.28 | ||
| XX | Earnings per equity share (for discontinued operation): | ||||||
| (a) Basic | 0.21 | 0.46 | 0.45 | 1.60 | 1.76 | ||
| (b) Diluted | 0.21 | 0.46 | 0.45 | 1.60 | 1.76 |
CL Educate Llmtted
ON No:- L74e99HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridatwid, Haryana, India 121003 Corporate Office:A-45, First Floor, Mohan Cooperative Industrial Area, Main MathuraRoad, Delhi110044
STATEMENT OF CONStMJOATED ASSETS AND LiABIUTES AS AT MARCH 31. 2019
| (Rs. In Lacs) | ||||
|---|---|---|---|---|
| Particulars | March 31, 2019Audited | March 31, 2018Auonec | ||
| A | ASSETS | |||
| 1 | Non-current assetsProperty, plant and equipment | 4,326,27 | 4,719-76 | |
| Capital work-in-prouress | 63.13 | |||
| Investment orooertv | 305.67 | 108.78 | ||
| Goodwill | 3,345,05 | 3,345.05 | ||
| Other intangible assets | 2,089.88 | 2,058.64 | ||
| Intansible assets under deveiopment | 174.45 | 135,24 | ||
| Investments in associates accounted using eouity method | 5,430.68 | 5,053.00 | ||
| Financial assets | ||||
| (i) Loans | 175.88 | 282.83 | ||
| (ii) Other financial assets | 1.651.47 | 1,474.15 | ||
| Non current tax assets (net) | 3,166.04 | 2,354.56 | ||
| Deferred tax assets (net) | 1,179.44 | 1,565.28 | ||
| Other non-current assets | 202.95 | 145.52 | ||
| Total Non-current assets | 22.047.78 | 21,305.94 | ||
| 2 | Current assets | |||
| Inventories | 980.64 | 799,67 | ||
| Financial assets(i) Investments | ||||
| (ii) Trade receivables | 2,743.09 | 11,484.66 | ||
| (iii) Cash and cash equivalents | 12,992.13 | 1,365.90 | ||
| (iv) Bank balances oO>er than cash and cash equivalents | 1,041.10 | 3,057,75 | ||
| (v) Loans | 980.202,117.88 | 2,009.44 | ||
| (vi) Other financial assets | 1,238.13 | 1,813.10 | ||
| Other current assets | 2.328.94 | 2,599.06 | ||
| Total Current assets | 24,422.11 | 23,129.58 | ||
| Assets classified as held for sale | ||||
| 2,923.21 | 2,923.24 | |||
| TOTAL ASSETS | 49.393.10 | 47,358.76 | ||
| B | EQUITY & LIABILITIES | |||
| 1 | Equity | |||
| Eouity share capital | 1,416.57 | 1.416.57 | ||
| Other equity | 32.410,73 | 30.922.61 | ||
| Total Equity | 33,827.30 | 32,339.18 | ||
| 2 | Non controllins Interest | 15.42 | 12.40 | |
| 3 | Non-current liabilities | |||
| Financial liabilities | ||||
| Ii) Borrowinss | 804.73 | 521.32 | ||
| Provisions | 482.71 | 442.33 | ||
| Deferred tax liabilities (net)Other non-current liabilities | 71.62 | 72.34 | ||
| 373.08 | 316.65 | |||
| Total Non Current Liabilities | 1.732.14 | 1,352.64 | ||
| 4 | Current liabilitiesFinancial (labilities | |||
| (i) Borrowinas | ||||
| (ill Trade pavables | 4,450.30 | 4,236.79 | ||
| • total outstanding dues of micro and small enterprises: and | 4,641.85 | |||
| - total outstanding dues of creditors other than micro and small enterprises | 921.26 | |||
| (iii) Other financial liabilities | 3,887.391,898.73 | 1,792.07 | ||
| Other current liabilities | 1,848.59 | 2,305.22 | ||
| Provisions | 18.21 | 33.34 | ||
| Current tax liabilities (net) | 793.76 | 645.27 | ||
| Total Current Liabilities | 13.818.24 | 13,654.54 | ||
| TOTAL UABIUTES | ||||
| 49.393.10 | 47,358.76 |
| CL Educate Limited | |||||
|---|---|---|---|---|---|
| CIN No>L74899HR1996PLC076897 | |||||
| Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Farldabad, Haryana, India 121003Corporate Office: A-4S, First Floor, Mohan Cooperative Industrial Area, Main Mathura Itoad, Delhi 110044 | |||||
| AUDITEDCONSOLIDATEDFINANCIALRESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019 | |||||
| CONSO IDATED SEGMENT REVENUE, RESULT, ASSETS AND LLABILiTIES | |||||
| 1 | |||||
| Particulars | For the quarter ended | Year ended | |||
| Audited | Unaudited | Audited | Audited | Audited | |
| March 31.2019 | December 31. 2018 | (March 31.2018 | March 31.2019 | March 31. 2018 | |
| Seement Revenue | |||||
| Consumer Test Prep | 4,205.39 | 3,338.47 | 4,151.83 | 18.208.02 | 15,826.82 |
| Consumer Publishing | 879.41 | 706.86 | 1,683.51 | 3,897.81 | 4,382.47 |
| Enterprise Corporate | 2,981.85 | 2,892.39 | 2.648.32 | 12.600.30 | 10,196.43 |
| Enterorise institutionalOthers | 741.58 | 620.46 | 583.47 | 2,485.13 | 1,767.13 |
| Inter-seament | 7.07(727.79) | 7.14 | (173.82) | 27.55 | 13.09 |
| Total | 8,087.51 | (628.45)6.936.87 | (944.49)7.948.82 | (3,292.86)33.925.95 | (3,296.97)28,888.97 |
| Segment Result • Contfnuira | |||||
| Consumer Test PrepConsumer Publishing | 160.30 | 474.29 | 941.27 | 2.386.51 | 1,862.15 |
| Enterprise Corporate | 44.37 | 12.42 | 354.14 | 563.41 | 686.68 |
| Enterprise institutiortal | 117.89131.21 | 125.57212.89 | (5.61)30.08 | 479.82 | 331.41 |
| Others | (230.93) | (226.24) | (666.28) | 547.83(922.19) | 229.94(1,112.95) |
| Inter-segment | 164.81 | 41 85 | 82.77 | 286.74 | 301.61 |
| Total Continuing | 387.65 | 640.78 | 736.37 | 3.342.12 | 2,298.84 |
| Less: Unallocated expenses | 393.33 | 219.89 | 737.25 | 1,601.51 | 2.163.28 |
| Operating profit | (5.68) | 420.89 | (0.88) | 1.740.61 | 135.56 |
| Add: Other Income | 460.81 | 261.08 | (3.81) | 1.328.24 | |
| Less: Finance cost | 143.64 | 173.18 | 156.68 | 619.86 | 1,298.03 |
| Profit before lax | 311.49 | 508.79 | (161.37) | 2,448.97 | 790.61 |
| Income taxes | 91.74 | 80.11 | 58.52 | 678.09 | 466.25 |
| Net profit from continuing operations | 219.75 | 428.68 | (219.89) | 1,770.88 | 324.36 |
| Profit/(Loss) from Discontinited operations (Net of taxes) | 30.12 | 64.46 | 63.93 | ||
| Net profit including Discontinued operations | 249.87 | 493.14 | (155.96) | 226.751,997.63 | 249.58573.94 |
| Other Comprehensive Income | (5.26) | 3.88 | (0.59) | 15.03 | 18.71 |
| Total Comorehensive IrKome | 244.61 | 497.02 | |||
| Segment Assets | (156.55) | 2.012.66 | 592.65 | ||
| Consumer Test Prep | |||||
| Consumer Publishing | 10,300.92 | 9.751.93 | 9,382.20 | ||
| Enterprise Corporate | 9,746.509,224.98 | 9,465.3111,084.86 | 8.914.33 | 9,746.50 | |
| Enterprise Institutional | 3.146.30 | 3,294.78 | 7.513.462,831.77 | 9.224.96 | |
| OWiers | 10.512.73 | 10.623.67 | 12,270.55 | 3.146.3010,512.73 | |
| Unallocated | 10.916.13 | 10.726.69 | 10.909.34 | ||
| inter-segment | (7.377.67) | (7.130.23) | (7,386.13) | (7.377.67) | |
| Assets held for sale | 2,923.21 | 2.922.92 | 2.923.24 | 2,923.21 | |
| Total | 49.393.10 | 50.740.13 | 47.358.76 | 49,393.10 | 47.358.76 |
| Segment Liabilities | |||||
| Consumer Test Prep | 4.535.34 | 4.007.64 | 4.433.09 | ||
| Consumer Publishing | 5,370.39 | S.509.36 | 4,588.99 | 5.370.39 | |
| Enterprise Corporate | 5,391.80 | 7.382.97 | 4,035.15 | ||
| Enterpnse Institutional | 1.372.22 | 994.84 | 1,550.22 | 1.372.22 | |
| Others | 4.904.68 | 4.969.80 | 5.586.63 | ||
| Unallocated | 4.747.97 | 4.761.19 | 5.350.15 | 4.747.97 | |
| inter-segment | (10,771.99) | (10.359.771 | (10,537.051 | ||
| Liability associated with assets held for saleTotal | |||||
| 15.550.41 | 17.266.03 | 15.007.18 | 15.550.41 | 15.007.18 |
CL Educate Limited CIN No:-L74899HR1996PLC076897
Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana-121003 Corporate office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044
Notes to the Audited Consolidated Financial Results ("financial results") for the quarter and year ended March 31,2019
-
- The above financial results have been reviewed and recommended by the Audit Committee and approved by the Board at its meeting held on May 29, 2019
-
- The financial results for the period ended March 31, 2019 have been prepared In accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under section 133 of the Companies Act, 2013and other recognized accounting practices and policies, to the extent applicable.
-
- The figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year, as reported in these financial results, are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial years. Also, the figures upto the end of third quarter had only been reviewed and not subject to audit.
-
- During the year ended March 31, 2017, pursuant to Initial Public Offering ("IPO"), 2,180,119 equity shares of Rs. 10 each were allotted to public at a premium of Rs. 492 per share along with offer for sale of 2,579,881 equity shares by the selling shareholders. The shares were listed at BSE and NSE on March 31, 2017. Details of the utilisation of net IPO proceeds till March 31, 2019 is as under:
| Objects | Amount asperprospectus(Rs. in lacs) | Utilized tillMarchSl, 2019(Rs. in iacs) |
|---|---|---|
| Repayment ofloan taken by Career Launcher InfrastructurePrivate Limited (a step down subsidiary) from HDFC Limited | 1,860.40 | 1,860.40 |
| Meeting theworking capital requirements of CL Educate andits subsidiaries namely Kestone Integrated Marketing ServicesPrivate Limited and GK Publications Private Limited | 5,250.00 | 5250.00 |
| Funding acquisitions and otherstrategic initiatives | 2,000.00 | 2,000.00 |
| General corporate purposes | ♦1,010.25 | 1,010.25 |
| Total | 10,120.65 | 10,120.65 |
Post finalization of IPO expenses
The details of utilisation against the IPO proceeds for funding acquisition and other strategic initiatives is as below:
Utilisation of Acquisition Proceeds
| Name of Companies | Amount(Rs. In Lacs) |
|---|---|
| Accendere Knowledge Management Services Private Limited | 661.50 |
| ICE Gate Educational Institute Private Limited | 623.61 |
| Indiacan Education Private Limited | 300.00 |
| ThreeSixty One Degree Minds Consulting Private Limited (361DM) | 414.89 |
| Total | 2,000.00 |
-
- in accordance with the ind AS-108"Operating Segments" and based on "Management Evaluation", the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in preparing financial statements are consistently applied to record revenue & expenditure in individual segments. The reportable segments represent (i) Consumer business comprising ofConsumer Test Prep &Consumer Publishing (il) Enterprise business comprising of Enterprise Corporate& Enterprise Institutional and (iii) Others which comprises primarily the discontinued K-12 and scaled down vocational training businesses.
-
- The basic and diluted earnings per share have been calculated in accordance with the Ind AS-33 "Earnings per Share".
-
- (a) In March 2017, the Group had entered into a Business Transfer Agreement with l-Take Care Private Limited for sale of its K-12 infrastructure services business carried on by its step down subsidiary Career Launcher Infrastructure Private Limited on slump sale basis. The proposed sale of business is consistent with group's long term strategy to discontinue the K-12 business. The operations of K-12 business, is being disclosed as discontinued operations. As on date, the transaction is pending closure as l-Take Care Private Limited hasn't been able to arrange the requisite funds to close the sale. The Management is taking appropriate action to ensure that its rights and interests are protected. The company is in parallel discussions with other parties to give effect to the above-mentioned transaction. Thus the company is still disclosing such business as discontinued operations and the assets as held for sale in accordance with IND AS 105 "Non-current Assets Held for Sale and Discontinued Operations".
(b) Pursuant to the Business Transfer Agreement dated March 18, 2017 and its amendment dated July 18, 2017 with B&S Strategy Service Private Limited (B&S), effective July 01, 2017, the business of running and operating pre-schools and providing school management services carried on by the Company's subsidiary Career Launcher Education Infrastructure &Services Limited was sold on slump sale basis for a total consideration of Rs. 4,650.00 lacs of which Rs. 200.00 lacs was paid in cash, Rs. 4,050.00 lacs by way ofshare swap and balance Rs. 400.00 lacs was to be received as cash by March 31, 2018 which Is receivable as of date.
- TheCompany has inthe past undertaken variousCentral and State Government/Agencies, projects in the education / skill development sector. Mostof these projects are complete, however the dues from the concerned department / agency has not been realized mainly on account of delays and long process. The details of such vocational trade receivables which are outstanding for a considerable period of time are given below. In the opinion of the management it has made the necessary provision/taken write off, wherever required and net balances, are fully recoverable. The details are as under.
| Nature ofbalance | Total Amountoutstanding as onMarch 31,2019(Rs. in lacs) | Amount outstandingfor more than3 years(Out of totaloutstanding)(Rs. in lacs) | Expected Credit Loss(ECL)/Provision in books ofaccounts on theamountoutstanding as onMarch 31,2019(Rs. in lacs) |
|---|---|---|---|
| VocationalTradeReceivables | 2,832.59 | 2,594.66 | 449.10 |
-
- Effective April 01, 2018, the Group has applied Ind AS 115 "Revenue from Contracts with Customers". The standard has been applied using modified retrospective approach. Accordingly, the comparatives have not been retrospectively adjusted. The adoption of Ind AS 115 did not have any material impact on financial results for the quarter and year ended March 31, 2019.
-
- The Board of Directors of the Company has approved a scheme of arrangement for amalgamation of its subsidiary companies into the Company in its meeting held on November 27, 2018. An application under Regulation 37 of the SEBI (LODR) Regulations, 2015 was filed with the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), for the proposed amalgamation of Career Launcher Education infrastructure and Services Limited, CL Media Private Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications Private Limited and Kestone Integrated Marketing Services Private Limited ("Amalgamating Company") with CL Educate Limited ("Amalgamated Company"). The scheme will be effective upon approval from National Company Law Tribunal (NCLT). The appointed date as finalized by the Company is April 1,2019.
-
- Figures for the previous period have been regrouped/reclassified wherever necessary to conform to the current period's classification.
By the order of the Board
Place: New Delhi Date: May 29, 2019
NIkhll Mahajan Executive Director & Group CEO Enter Business
To Department ofCorporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001
To Listing Department, National Stock Exchange ofIndia Limited C-1, G-Block, Bandra-Kurla Complex Bandra, (E), Mumbai -400 051
Scrip Code: 540403, Scrip Symbol: CLEDUCATE ISIN:- INE201M01011
Dear Ma'am/Sir(s),
Sub: Declaration pursuant to Regulation 33(3¥d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Pursuant to the provisions of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended by SEBI Notification No. SEBI/LAD-NRO/GN/2016- 17/001 dated May 25, 2016 & SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016, we hereby confirm that the Audit Report issued by M/s Haribhakti & Co. LLP, Chartered Accountants, New Delhi (FRN: 103523W) ontheAudited Standalone Financial Results forthe financial year ended March 31, 2019, are with Unmodified opinion.
Kindly take the above on record.
Thanking You
ForCL Educate JLimite^ ;.^
Arjun Wadhwa \ CFO
Place: New Delhi Date: May 29, 2019
CLEDUCATE LIMITED
Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044
@ www.cleducate.com 9 [email protected] ^ +91-11-41281100/0800 @ +91-11-41281101 CIN: L74899HR1996PLC076897
| I. | SI.No. | Particulars | Audited Figures(as reportedbefore adjustingfor qualifications) | Adjusted Figures(audited figures afteradjusting forqualifications) |
|---|---|---|---|---|
| 1. | Turnover / Total income | 35,249.61 | 35,249.61 | |
| 2. | Total Expenditure | 32,805.22 | 32,805.22 | |
| 3. | Net Profit/(Loss) | 2,012.66 | 2.012.66 | |
| 4. | Earnings Per Share | 12.5 | 12.5 | |
| 5. | Total Assets | 49,393.10 | 49,393.10 | |
| 6. | Total Liabilities | 15,565.80 | 15,565.80 | |
| 7. | Net Worth | 33,827.30 | 33,827.30 | |
| 8. | Any other financial item(s) (as felt appropriate by themanagement) | |||
| Educational Institute Private Limited in the Basis of Qualification paragraph in their audit report: | ||||
| The Company has more than 10 employees on its roll as at March 31, 2019. However, the Company hasnot registered itself under the provisions of The Employees Provident Fund & Miscellaneous ProvisionsAct, 1952 and The Employees State Insurance Act, 1948. The impact of such non-compliance, if any, isnot ascertainable.Type of Audit Qualification:b.Qualified OpinionFrequency of qualification:С.First Time | ||||
| For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views:d. | ||||
| The impact is not quantifiable at present. | ||||
| (iii) Auditors' Comments on (i) or (ii) above:The aforesaid qualification has been reported in the consolidated audit report in respect of one of thesubsidiaries which is audited by some other auditors. As per the said auditor and best of our | ||||
| understanding, the effect of such qualification is not quantifiable. | ||||
Statement of utilisation of IPO proceeds, as on March 31, 2019., pursuant to Reguytogyfl) 'Cl 32(5) ofthe SEBl (Listing Obligations and Disclosure Requirements) RegulatronL
Name of the Listed entity : CL Educate Limited Date of Listing : March 31, 2017 Period : Utilization of IPO proceeds as on March 31, 2019
| Objects | perAmount asprospectus(Rs. in lacs) | MarchUtilisedtill31,2019(Rs. in lacs) |
|---|---|---|
| Repayment ofloan taken by Career Launcher InfrastructurePrivateLimited(astepdownsubsidiary)fromHDFCLimited | 1,860.40 | 1,860.40 |
| Meeting the working capital requirements ofCLEducateand its subsidiaries namely KestoneIntegrated MarketingandServicesPrivateLimitedPublicationsPrivateGK.Limited | 5,250.00 | 5,250.00 |
| Funding acquisitions and other strategic initiatives | 2,000.00 | 2,000.00 |
| General corporate purposes | *1,010.25 | 1,010.25 |
| Total | 10,120.65 | 10,120.65 |
* Post flnalization of IPO expenses
The details of utilisation against the IPO proceeds for Funding acquisition jind other strategic initiatives is as below:
| Utilisation of Acquisition Proceeds | ||
|---|---|---|
| Name ofCompanies | Rs. in Lacs | |
| Accendere Knowledge Management Services Private Limited | 661.50 | |
| ICE Gate Educational Institute Private Limited | 623.61 | |
| Indiacan Education Private Limited | 300.00 | |
| Three Sixty One Degree MindsConsultingPrivate Limited(361DM) | 414.89 | |
| Total | 2,000.00 | |
The aforesaid statement, as reviewed by the Audit Committee of the Company, is also available on the website ofthe Company (www.cleducate.coml.
The Company has fully utilised the IPO proceeds.
For CL Educate Limited- -
Arjun Wadhwa CFO Place: New Delhi Date: May 29, 2019
CL EDUCATE LIMITED
Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-11004A
d www.cleducate.com e [email protected] ^+91-11-41281100/0800 @ +91-11-41281101 CIN: L74899HR1996PLC076897
Company Secretaries • LLP IN ; AAH - 8229 C - 316, 3rd Floor, Nirmal Avior - Galaxy LBS Marg, Mulund (W), Mumbai - 400 080
c(tH>'i.
www.sanantha.com;[email protected] Tel: ( + 91 22) 2591 3041
Secretarial compliance report ofCL Educate Limited for the Financial Year ended March 31, 2019
(Pursuant to Regulatlon3.b. ofthe SEBI Circular No CIR / CFD/CMD1/ 27 / 2019 dated February 08, 2019 underSEBl (Listing Obligations & Disclosure Requirements) Regulations, 2015}
We, M/s. S. Anantha &Ved LLP, Company Secretaries, Mumbai have examined:
- (a) all the documents and records made available to us and explanation provided by CL Educate Limited (the "listed entity");
- (b) the filings/ submissions made by the listed entity to the stock exchanges:
- (c) website ofthe listed entity (website address: http://www.clcducate.com/):
- (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification;
for the Financial Year Ended March 31, 2019 ("Review Period") in respect of compliance with the provisions of:
- (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act ) and the Regulations, circulars, guidelines issued thereunder; and
- (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"). rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
- (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
- (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018 {Not Applicable during the financial year under review);
- (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- (d) Securities and Exchange Board of India (Buyback of Securities) Regulations. {Not Applicable during the financial year under review);
....2
- (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999;
- (0 Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 {Not Applicable during the financial year under review);
- (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 20]3{Not Applicable during the financial year under review);
- (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- (i) Securities and Exchange Board of India (Depository and Participants) Regulations, 2018; and circulars/ guidelines issued thereunder;
and based on the above examination, we hereby report that, during the Review Period;
a. The listed entity has complied with the provisions ofthe above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below;-
| Sr.No. | ComplianceRequirement(Regulations/ circulars/guidelines including specificclause) | Deviations | Observations/ofRemarksthePracticingCompanySecretary |
|---|---|---|---|
| Not Applicable |
- b. The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.
- c. The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBl or by Stock Exchanges {including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
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es -.viiii Limited Liabil)t\
Company Secretaries • LLP IN : AAH - 8229
3:
| ZC/5? | Action takenbyDetails ofactionObservations/^violationtaken e.gfinesremarks ofthe,g letterwarninPracticing,Compandebarment, etc.ySecretaryif,any. | ||
|---|---|---|---|
| Not ADDlicable |
d. The listed entity has taken the following actions to comply with the observations made in previous reports:
| Sr.No, | ObservationsofthePracticingCompanySecretaryinthepreviousreports | Observationsmadein thesecretarialcompliance reportyearfortheendedMarch31,2019 | Actions takenby thelistedentity, ifany | ofCommentsthePracticingCompanySecretaryon theactions takenbythelisted entity |
|---|---|---|---|---|
| NotApDlicable |
For S. Anantha & Ved LLP Company Secretaries
Ved Prakash Designated Partner ACS: 36837 CP No.: 16986 Place: Mumbai Date: May 24, 2019