Untitled-2 [rkcl.in]rkcl.in/download/annualr.pdf · Shri Vivek Sawant Ms. Veena Kamath Dr. Aatul...

th 8 annual report

2015-16

1

INDEX

CORPORATE PROFILE

LETTER TO THE STAKEHOLDER

FROM THE DESK OF MANAGING DIRECTOR

DIRECTORS' REPORT

INDEPENDENT AUDITOR'S REPORT

ANNEXURE TO AUDITOR'S REPORT

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

2

3

4

5

25

28

33

36

RAJASTHAN KNOWLEDGE CORPORATION LIMITED Annual Report

2015-168th

RAJASTHAN KNOWLEDGE CORPORATION LIMITEDAnnual Report

2015-168th

2

CORPO�TE PROFILE

Board of Directors : Shri.Akhil Arora, IAS

Shri Rajhuns Upadhyaya, I.A.S.

Shri T. Ravi Kant, IAS

Shri Vivek Sawant

Ms. Veena Kamath

Dr. Aatul Wadegoankar

Prof. Ramesh Gupta

Dr. M. C. Govil

Prof. Ashok Sharma

Prof. U. S. Sharma

Shri Ravindra Shukla,Managing Director

Chief Financial Officer : Shri Dinesh Khandelwal

Company Secretary : Ms. Madhu Rathi

Statutory Auditors : S. Bhandari & Co., Chartered Accountants

P-7, Tilak Marg, C-Scheme, Jaipur

Internal Auditors : Jain Paras Bilala & Co.

Bankers : Bank of Baroda

State Bank of Bikaner & Jaipur

Axis Bank

Kotak Mahindra Bank

Registered Office : 7-A, Jhalana Institutional Area,

Jaipur – 302004 (Rajasthan – India)

Website : www.rkcl.in

th(as on 28 June, 2016)


2015-168th

3

LE�ER TO THE STAKEHOLDER

RegardsAkhil Arora

Chairman of the meeting

Dear Shareholders,

I am happy to place before you annual performance report of your company for

financial year 2015-16. During 2015-16 RKCL has recorded high growth and

achieved significant milestones in terms of revenue, growth and profitability. The

company has achieved total revenue of ̀ 7763 lakhs as against ̀ 3599 lakhs in the

previous year and PAT of ̀ 2091 lakhs as against ̀ 979 lakhs in the previous year.

Your company has been able to successfully accomplish its mission of charting its

own independent path by developing its own technology, content and learning

management solutions to be implemented from next FY. This year we have been able

to expand our reach by creating new centers and increase ITGK count from 1877 to 2765.

This year has been very important for the company as we crossed 25 lakhs learner count and enrolled highest

ever learners (7,74,265) in a Financial Year. To promote digital literacy in the state and make it popular amongst

youth, RKCL had launched RS-CIT scholarship program in FY2015-16 and we have already started th th

distributing scholarships to 575 students from 10 and 12 standard from Rajasthan Board.

RKCL is proud to partner with Govt. of Rajasthan's initiative to digitally empower the women of the state. This

year we have imparted computer training to approx. 17 Thousand women of the state under free computer

education through women empowerment department. Department of Education, Govt. of Rajasthan partnered

with RKCL to train 90 Thousand teaching & non-teaching staff of Secondary & Sr. Secondary Schools through

specialized ICT labs in the school and RKCL's authorized ITGKs.

We have been constantly working towards accomplishing our vision of converting every citizen of the state as a

digital citizen. We have been getting continuous support and encouragement from Government of Rajasthan

and its departments to take digital literacy mission to remotest corner of the state for providing better access to

rural areas, bridging digital divide and fulfilling vision of Honorable Chief Minister, Rajasthan.

In order to reward our stakeholders with high dividend, we have recommended 35% dividend on paid up equity

capital. We are looking forward to exciting journey ahead with a mission of charting our independent growth

path, diversifying lines of business, developing new IT courses and building new technology and learning

solutions.The company is planning to expand its capacity substantially to cater to larger learner base and to

enhance penetration to remotest corner in the state in line with the I.T. Policy of the State.

I am deeply thankful to Govt. of Rajasthan, all our stakeholders, directors, business partners (Service Providers

and ITGKs), our employees and last but not the least, learners for their continued support and faith reposed in the

company.

I look forward to your continued trust and support in taking your company to next level of success and growth

journey.

Annual Report

2015-168th

4

Dear Friends,

IT and ITES are playing a very important part in our lives. Today almost

everything, every innovation is driven by IT. IT has become a very effective

tool to simplify and transform lives and there is nothing around us which is

untouched by IT revolution.

RKCL has been playing an instrumental role in spreading digital literacy in

Rajasthan since its inception through its ever expanding network of ITGKs.

This year we have achieved a significant milestone by training 25 lakhs

RS-CIT learners and enrolled highest RS-CIT learners in any Financial Year. RKCL has been playing

its part to inspire youth on IT, making its learners smart users of IT and gradually spreading digital

revolution that is paramount to keep pace with the growth, ever changing IT landscape and skill driven

nation building.

We at RKCL have started a new journey where we have been able to chart our independent

growth path by developing technical, content and learning management solutions for our network and

learners. The company is on its way to launch and implement its own new generation IT platform to

program manage its RS-CIT course and operations with channel partner network. New Book for

RS-CIT with revised syllabus and comprehensive coverage is also complete in collaboration with

VMOU. RKCL plans to start new web portal (MYRKCL), LMS (Learning Management System),

RS-CIT eContent (in Hindi & English) and RS-CIT book (Hindi & English) from April 2016 batches.

For the convenience of learners, e-Provisional certificate has been launched in collaboration with

VMOU from Feb-2016 exam onwards.

The company is planning to foray into eLearning solutions and content development, participate

in central and state government run skill development programs, introduce new course offerings, some

of these would be job oriented.

We are also expanding our network substantially and trying to cover every nook and corner of

the state in line with IT policy. With our unique blended learning approach and methodology, consistent

quality learning through eContent, control and monitoring on learnings and expansion of coverage, we

aim to be most approachable, largest and successful IT training provider in Rajasthan.

I thank you all for your constant support and encouragement. I would like to take this

opportunity to thank our employees who have really worked hard to help us become independent and

help us build a strong foundation to take our sustainable growth journey forward.

RegardsRavindra Shukla

Managing Director

FROM THE DESK OF MANAGING DIRECTOR


2015-168th

5

DIRECTORS� REPORTDear Members,

thYour Directors have pleasure in presenting 8 Annual Report on the business and operations of the stCompany together with the Audited Financial Statements for the financial year ended on 31 March, 2016.

1. FINANCIAL HIGHLIGHTS:stThe summary of the financial results for the year ended 31 March, 2016 are summarized below:

2. BUSINESS PERFORMANCE:

REVENUES

The total Gross receipt from operations for the year ended on March 31, 2016 amounted to ` 7246.83

Lacs against ` 3124.92 Lacs for the corresponding previous year, which consists of revenues from

registration / renewal fees of Centers and Course Fees of RS-CIT, Other Courses and Other Income,

thereby registering an Increase of 131.90 % over previous year. The reason for increase in turnover is

due to increased number of admissions in RS-CIT Course in FY 2015-16.

PROFIT AFTER TAXst

The Profit after tax for the year ended 31 March, 2016 amounts to 2091.67 Lacs as against Profit of `

Rs. 979.03 Lacs for the previous year which is 113.65% higher than previous Financial Year.

( Amount in ` )

Particulars

Revenue from operations

Other Income

Prior period Income

Gross Profit before interest, depreciation & taxes

Less : Interest

Depreciation

Profit Before Taxes

Provision for Current Tax

Income Tax (Prior Period)

Provision for Deferred Tax

Profit After Taxes

Add : Balance Brought forward from previous year

Amount available for appropriation

Appropriations : Transfer to General Reserve

Proposed Dividend

Provision for Dividend Tax

Closing Balance

2015-16

72,46,82,759

5,16,53,798

-

32,27,92,353

-

8,96,267

32,18,96,086

11,27,00,000

2,10,588

(2,39,613)

20,91,67,061

35,31,05,168

56,22,72,229

3,00,00,000

70,00,000

14,25,036

52,38,47,193

2014-15

31,24,92,734

4,38,46,643

35,74,400

14,95,17,658

-

11,01,675

14,84,15,983

5,08,00,000

(10272)

2,97,622

9,79,03,333

29,24,23,295

39,03,26,628

3,00,00,000

60,00,000

12,21,460

35,31,05,168

Annual Report

2015-168th

6

3. TRANSFER TO GENERAL RESERVES :

The Company proposes to transfer 300 Lacs to General Reserves, out of amount available for `stappropriation by the Company for the year ended 31 March, 2016.

4. DIVIDEND :

Based on Company's performance, Directors are pleased to recommend for approval of the members a

final dividend of Rs 3.50 per Equity Share @ 35% of 10/- each of the Company out of profits of the `st

Company, for the financial year ended as on 31 March, 2016. The dividend if declared would result in

cash outflow of 70 Lacs and tax on dividend of 14.25 lacs, which if approved in the forthcoming ` `

Annual General Meeting, will be paid to those members whose names, will appear in the Register of

Members as on that date.

5. LIQUIDITY:

We continue to be debt-free and maintain sufficient cash to meet our strategic objectives. There are no

long-term borrowings.

6. DETAILS OF JOINT VENTURE, ASSOCIATE AND SUBSIDIARY COMPANY:

There is no Joint Venture, Associate or Subsidiary Company during the reporting period.

7. REPORT OF BUSINESS ACTIVITIES OF RKCL:

INTRODUCTION

Rajasthan Knowledge Corporation Limited (RKCL) is a Public Limited Company promoted by Govt.

of Rajasthan and was incorporated on April 25, 2008 under the Companies Act, 1956 to promote and

enhance digital literacy in the State.

EQUITY PROFILE

Government of Rajasthan (GoR); Maharashtra Knowledge Corporation Limited (MKCL), Pune;

University of Rajasthan(RU), Jaipur; Maharana Pratap University of Agriculture and

Technology(MPUAT), Udaipur; Vardhaman Mahaveer Open University (VMOU), Kota; Rajcomp

Info Services Ltd.(RISL), Jaipur and Centre for e-Governance(CEG), Jaipur are among the initial

equity holders of RKCL.

30%

5%5%10%

10%

10%

30%

Govt of Rajasthan

MKCL, Pune

VMOU, Kota

RU, Jaipur

MPUAT, Udaipur

Centre for e-Governance

RajComp Info Services Ltd


2015-168th

7

With GoR's equity of 30%, the company has a unique blend of governmental credibility and social

responsibility on one hand and entrepreneurial competitiveness, market orientation, flexibility,

productivity, profitability and self-sustainability on the other.

RKCL has launched a state wide IT Literacy drive in the form of RS-CIT w.e.f. Jan 2009 as a first step to

accomplish the mission and objective to integrate in a self-sustainable manner the IT education and the

IT enabled education with the basic teaching, learning process and its management.

ACTIVITIES FOR FY 2015-16

This high quality and low cost IT literacy program (RS-CIT) has emerged as the most preferred choice

of large number of potential learners and during last 7+ years approximately 25 lacs learners have

registered themselves for the course and have become smart users of IT. To promote digital literacy in

the State and make it popular amongst youth, RKCL had launched RS-CIT scholarship program in FY th th2015-16 and has already started distributing scholarships to 575 students from 10 and 12 standard

from Rajasthan Board.

Apart from this during the year, RKCL become proud to be part of Govt. of Rajasthan's initiative to

digitally empower the women of the state. This year we have imparted computer training to approx. 17

thousand women of the state under free computer education through women empowerment department.

Department of Education, Govt. of Rajasthan partnered with RKCL to train 90 thousand teaching &

non-teaching staff of Secondary & Sr. Secondary Schools through specialized ICT labs in the school

and RKCL's authorized ITGKs.

The company in collaboration with VMOU started additional IT diploma and degree courses to learners

through select ITGKs. This is started on the pilot basis and will be enhanced depending upon success of

the program.

The company is on its way to launch and implement its own new generation IT platform to program

manage its RS-CIT course and operations with channel partner network. New Book for RS-CIT with

revised syllabus and comprehensive coverage is also under development in collaboration with VMOU.

New web portal (MYRKCL), LMS (Learning Management System), RS-CIT e -Content (in Hindi &

English) and RS-CIT book (Hindi & English) will start from April 2016 batches.

The company is planning to expand its capacity substantially to cater to larger learner base and to

enhance penetration to remotest corner in the state in line with the I.T. Policy of the State. In order to

achieve the above objectives RKCL is changing its existing PSA-DLC based operating model to a new

model where each ITGK will be served only by a single service provider. In the new model, opening of

New ITGKs shall be allowed without any distance criteria, to remove existing monopolistic conditions,

and renewal and continuation of ITGK shall be based on stringent SLAs.

RKCL was entrusted with responsibility of State Implementing Agency (S.I.A.) for Rajasthan for

“Skill Development in ESDM for Digital India” by DoIT, Govt. of Rajasthan. RKCL launched the

Scheme in Rajasthan by organizing a workshop event receiving wide press coverage and publicity in

major education field players. Rajasthan was given target to train 3000 people on various ESDM

courses in its first year, however Rajasthan was able to surpass its target by enrolling 5264 people and

Annual Report

2015-168th

8

training 3367 candidates. NIELIT PMU adopted some of best practices implemented in Rajasthan and

included in its guidelines.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE

FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS

RELATE AND THE DATE OF THE REPORT:

The company has successfully implemented its own new state of the art IT platform (MYRKCL) to

program manage RS-CIT and RKCL operations in April 2016. The company has already handled 2

Lacs+ admissions successfully in RS-CIT course in the month of April and May 2016. In addition, new

RS-CIT book with revised syllabus and comprehensive coverage was launched and delivered to its

channel partners and learners. The company has also pushed its own new Learning Management

System and e-Content to its ITGKs for them to leverage comprehensive learning and skill based

assessment for learners.

The company has rolled out a new operating model to manage its chain of centers. The company has

implemented a single layer service provider model instead of two layers (PSA-DLC) to provide

services to ITGKs. The new model has been made effective from June 2016. New process will help the

company in expanding service provider base and expand capacity substantially to cater to larger learner

base and to enhance penetration to remotest corner in the state.

VMOU in collaboration with RKCL has launched e-Provisional certificate to its learners from Feb-

2016 exam onwards. This facility is available on VMOU website with a very nominal fee. This will

benefit lacs of RS-CIT learners, who now don't have to wait to receive a physical copy of the certificate

in case they need RS-CIT certificate on an urgent basis.

8. FUTURE PLAN:

Given the current economic environment, market needs and trends, your Company will focus on

improving its revenue base and profitability through higher productivity, changing existing working

model of the company, better working capital management, streamlining of processes through IT and

generating additional Lines of Business (LOBs).

The company is planning to collaborate with Govt. departments to provide them e-Learning platform

and e-Content, provide additional IT diploma and degree courses to learners through collaboration with

VMOU, introduce new course offerings including high end technical courses through our Network.

The company also plans to collaborate with Govt. College & School education departments to provide

IT education in Govt. run schools and colleges by leveraging its wide ITGK network.

The company will work to push its RS-CFA program to cater to increasing demand in accounting

(Tally) space.

9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policyin the line with the requirements of The

Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.


2015-168th

9

Internal Complain Committee (ICC) has been set up to redress complaints received regarding sexual

harassment. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this

policy. During the year under review, no cases of sexual harassment of women at workplace were

reported to the Internal Complaint Committee.

10. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has set up an internal audit system commensurate with the nature and size of the business

operations of the Company and adopted the policies and procedures for ensuring the orderly and

efficient conduct of its business.

During the year, the Company continued to implement their suggestions and recommendations to

improve the control environment. Their scope of work includes review of processes for safeguarding

the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and

assessing the internal control strengths in all areas.

11. DEPOSITS:

The Company has not accepted any deposits falling under the provisions of Chapter V of the

Companies Act, 2013 and such no amount of principal or interest was outstanding as of the Balance

Sheet date.

12. HUMAN RESOURCES:

The well-disciplined workforce which has served the company for more than 7 years lies at very

foundation of the Company is major achievement. The management has always carried out systematic

appraisal of performance and imparted training at periodic intervals.

13. PARTICULARS OF EMPLOYEES:

There were no such employees including information relating thereto, that is required to be reported

pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, during the reporting period.

14. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:

There were no such transactions pertaining to Loan, Guarantee or investment, entered into by the

Company in terms of provisions of section 186 of the Companies Act, 2013, during the reporting

period.

15. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in

a proactive and efficient manner.

In terms of the requirement of the Act, the Company has developed and implemented the Risk

Management Policy. The main objective of this policy is to ensure sustainable business growth with

stability and to promote a proactive approach in reporting, evaluating and resolving risks associated

with the business.

There are no risks at this point of time which in the opinion of the Board threaten the existence of your

Company.

Annual Report

2015-168th

10

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134 (5) of the Companies Act, 2013, the Directors confirm that:st

a) in the preparation of the Annual Accounts for the financial year ended 31 March, 2016, the

applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected such Accounting Policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the ststate of affairs of the Company as at 31 March, 2016 and of the profits of the Company for the

year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;st

d) the Directors have prepared the Annual Accounts for the financial year ended on 31 March,

2016 on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and such internal

financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

17. CORPORATE GOVERNANCE:

Corporate Governance is an ethically driven business process that is committed to values. This is

ensured by conducting business with a firm commitment to ethics and values, while meeting all

stakeholders' expectations. Our Company's business is managed in a fair and transparent manner.

18. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its success. A diverse Board can leverage

differences in thought, views, perspective, knowledge, skill, domain expertise, and industry

experience, cultural and geographical background, which will help us in achieving our cherished

mission. Our Company's Board represents such diversity.

19. DETAILS OF BOARD MEETINGS & COMMITTEE MEETINGS:

BOARD MEETINGS

During the year, four number of Board meetings were scheduled. The intervening gap between any two

Board meetings was within the period prescribed by the Companies Act, 2013.

The dates on which the Board Meetings were scheduled and the attendances of the Members at the said

Meetings are as under:-


2015-168th

11

rd*The 3 Board Meeting of this financial year was scheduled on 23.12.2015. In that meeting quorum was

not present and the meeting was adjourned automatically next week, same day, same time for want of

quorum. Again in that adjourned meeting, quorum was not present and as per Provisions of Co's Act,

2013 the said Board Meeting stood cancelled.

Shri Akhil Arora

Shri Vaibhav Galriya

Shri Pawan Kumar Goyal

Shri Vivek Sawant

Ms. Veena Kamath

Dr. Aatul Wadegaonkar

Dr. Vinay Kumar Pathak

Dr. O.P. Gill

Prof. Ramesh Gupta

Prof. M.C. Govil

Shri Ravindra Shukla

Prof. P.K. Dashora

Prof. Ashok Sharma

Shri T. Ravikanth

Shri Raj Huns Upadhyaya

Nominee-GoR

Nominee-GoR

Nominee-CEG

Nominee-MKCL

Nominee-MKCL

Nominee-MKCL

Nominee-VMOU

Nominee-MPUAT

Director

Director

Managing Director

Nominee-MPUAT

Nominee-VMOU

Nominee-GoR

Nominee-CEG

Present

Leave of Absence

Leave of Absence

Leave of Absence

Present

Present

Leave of Absence

Present

Leave of Absence

Present

Present

NA

NA

NA

NA

Present

Leave of Absence

Leave of Absence

Leave of Absence

Present

Leave of Absence

Ceased

Ceased

Present

Present

Present

Present

Present

NA

NA

-

-

-

-

Present

-

Ceased

Ceased

-

-

Present

-

Present

-

-

Present

Ceased

Ceased

Present

Leave of Absence

Present

Ceased

Ceased

Present

Present

Present

Ceased

Present

Leave of Absence

Leave of Absence

Board Meeting Dates

29.06.2015 29.03.201628.09.2015 23.12.2015*Name of Director Category

No. of directors attended the meeting 6 7 3 7

COMMITTEE MEETINGS

Your Company does not fall under category of companies on which the compulsory constitution of

Audit Committee and any other Committee is required. Hence no committee was constituted other than

CSR Committee.

Annual Report

2015-168th

12

Composition of the Committee

CategoryAttendance

S.No.

29.03.201629.06.2015 23.12.2015**

1

2

3

4

5

6

Shri Akhil Arora

Shri Vivek Sawant

Dr. Vinay Kumar Pathak

Prof.M. C. Govil

Prof. P.K. Dashora

Shri Ravindra Shukla

Chairman

Nominee Director (MKCL)

Nominee Director (VMOU)

Director

Nominee Director (MPUAT)

Managing Director

Present

Leave of Absence

Leave of Absence

Present

NA

Present

-

-

Ceased

-

-

Present

Present

Present

Ceased

Present

Ceased

Present

CSR COMMITTEE MEETING

nd**The 2 CSR Committee Meeting was scheduled on 23.12.2015.In that meeting quorum was not

present and the meeting was adjourned automatically next week, same day, same time for want of

quorum. Again in that adjourned meeting, quorum was not present and as per provisions of Co's Act,

2013 the said CSR meeting stood cancelled.

20. COMPOSITION OF THE BOARD:

The Composition of the Board has been specified in Article 35 of Articles of Association of the

Company. This consists of three nominees of the Government of Rajasthan & MKCL respectively.

Three Vice-Chancellors from among the shareholding Universities, one representative of CEG, two

experts from various sectors of knowledge and one Managing Director.st

The strength of Board as on 31 March, 2016 was 10 directors. One position of Govt. nominee and two stuniversities representative positions were vacant as on 31 March, 2016.

21. DIRECTORS:

In accordance with Articles of Association of the Company, Prof. Ashok Sharma, Prof. M.C.Govil

and Prof. Ramesh Gupta retire by rotation at this Annual General Meeting.

None of the Directors is disqualified for appointment/ re-appointment under section 164 of the

Companies Act, 2013 as required by law.

During the year the appointment of Managing Director was regularized after completion of one year of

probation period as per the terms of agreement.

NOMINEE DIRECTOR – CEG, GOR

Shri Pawan Kumar Goyal, I.A.S., was nominated vide CEG order F2(24)Accts/RKCL/CEG/09/1421

dt. 17/06/2015 in place of Shri Ashwani Bhagat.

Shri Ashwani Bhagat ceased from directorship from the date of order whereas Shri Pawan Kumar

Goyal, I.A.S. was appointed as nominee director w.e.f. 29/06/2015 as not having DIN on the date of

nomination.


2015-168th

13

Further on 10/02/2016 Shri Raj Huns Upadhyaya was nominated in place of Shri Pawan Kumar Goyal,

I.A.S. and necessary change in the said nomination on RKCL Board was effected by the Company.

NOMINEE DIRECTOR – VMOU, KOTA

Prof. Ashok Sharma was appointed as nominee director on behalf of VMOU, Kota in place of Dr. Vinay

Kumar Pathak vide VMOU communication letter no. VMOU/15/738 dt. 11/08/2015. The cession of

Dr. Vinay Kumar Pathak from the Board was w.e.f. the date of order however Prof. Ashok Sharma was

not having DIN hence his appointment was effective from 28/09/2015.

NOMINEE DIRECTOR – MPUAT, UDAIPUR

Prof. P. K. Dashora was appointed as nominee director on behalf of MPUAT, Kota w.e.f. 29/06/2015 in

place of Prof. O. P. Gill who ceased from the position of Vice Chancellor w.e.f. 05/07/2015 and

consequently ceased from the Board. Again during the year Prof. P. K. Dashora was ceased from the

position of vice chancellor and Prof. U.S. Sharma was appointed in his place. Accordingly RKCL

Board effected necessary change in the said nomination by appointing Prof. U.S. Sharma w.e.f.

13/04/2016 and cessation of Prof. P. K. Dashora w.e.f. 10/03/2016.

NOMINEE DIRECTOR – GOR

Shri Vaibhav Galriya, nominee director GOR was ceased to be director u/s 167(1) (b) of the Companies

Act, 2013 w.e.f. 26/11/2015 was re-nominated by GOR vide their communication F5

(312)/DoIT/Tech/07/Pt II/ 42341/2015 dt. 7/12/2015 and was appointed on the Board w.e.f. the date of

order and ceased from the directorship w.e.f. 10/02/2016 due to change in nomination by GOR.

During the year GoR vide order no. F5 (312)/DoIT/Tech/07/Pt I/ 45452/ 2016 dt. 10/02/2016

nominated Shri T. Ravikant, I.A.S. in place of Shri Vaibhav Galriya. Appointment of Shri T. Ravikant in

place of Vaibhav Galriya was effective w.e.f. 10/02/2016.

NOMINEE DIRECTOR– MKCL

During the year MKCL nominee directors namely Dr. Aatul Wadegaonkar and Ms. Veena Kamath

appointed in August, 2013 & September 2013 respectively for a period of 3 years.

Before expiry of said period, based on communication from MKCL, nomination of both nominee

directors extended till March 31, 2019 or till further communication of change from MKCL.

INDEPENDENT DIRECTOR

Your Company is not required to appoint any independent director.

22. KEY MANAGERIAL PERSONNEL:

The Company has noted that Mr. Ravindra Shukla (Managing Director), Mr. Dinesh Khandelwal,

(Chief Financial Officer) and Ms. Madhu Rathi (Company Secretary) are Key Managerial Personnel of

the Company.

23. AUDITORS:

STATUTORY AUDITOR

At the Annual General Meeting held on September 28, 2015, M/s S. Bhandari & Co., Chartered

Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of

Annual Report

2015-168th

14

th10 Annual General Meeting to be held in calendar year 2018 based on the legal opinion obtained on the

related matter.

However during the year under report, Company received a letter from DoIT regarding applicability of

CAGI Audit and accordingly a letter was moved to the Indian Audit and Accounts Department, Office

of the Accountant General (Economic & Revenue Sector Audit) Rajasthan, Jaipur for appointment of

auditors by them, but as on report date no reply is received in this regard.

Therefore pursuant to the provisions of section 139(1) and other applicable provisions, if any, of the

Companies Act, 2013 and the rules framed thereunder, as amended from time to time, the appointment

of the Auditors shall be placed for ratification at every Annual General Meeting, accordingly, the

appointment of M/s S. Bhandari & Co., Chartered Accountants, as Statutory Auditors of the Company,

is placed for ratification by the Shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that their re-

appointment if made, would be within the prescribed limits under section 141 of the Companies Act,

2013.

INTERNAL AUDITOR

As per the provisions of section 138(1) of the Companies Act, 2013 and Rules thereunder, appointment

of Internal Auditor is not mandatory to the company. However, to follow good accounting practices,

ensuring statutory compliances and for good governance and effectiveness M/s Jain Paras Bilala & Co.,

Chartered Accountant, is hereby appointed as Internal Auditors for the Financial Year 2016-17.

SECRETARIAL AUDITOR

As per section 204 of the Companies Act, 2013 and Rules thereunder, Secretarial Audit is not

mandatory for your company.

24. AUDITOR'S REPORT:

The Auditors Report does not contain any qualifications, reservations or adverse remarks.

25. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiative

undertaken by the Company on CSR activities during the year are set out in Annexure-I of this report in

the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

26. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014, an extract of annual return in MGT- 9 as a part of this

Annual Report as ANNEXURE -II .

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURT:

There are no significant and material orders by the Courts or Tribunals impacting the going concern

status and Company's operations in future.


2015-168th

15

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

CONSERVATION OF ENERGY

The Company continues its focus on energy conservation. In existing facilities, energy usage was

optimizing by constant monitoring, avoiding wastage and strict preventive maintenance of all

equipment's to ensure their efficient operation.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its

services and products. The Company's operations do not require significant import of technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings and outgo are NIL during the period under report.

29. TRANSACTION WITH RELATED PARTIES:

None of the transaction with related parties fall under the scope of section 188 (1) of the Act.

30. ACKNOWLEDGEMENTS:

Your Directors sincerely acknowledge continued support, valuable assistance and co-operation

extended to the Company by the State Government, Department of Information & Technology,

Rajcomp Info Services Limited (RISL),Maharashtra Knowledge Corporation Ltd., Vardhaman

Mahaveer Open University, Directorate Women Empowerment, Rajasthan Council of Secondary

Education, Customers, Bankers, Consultants, Channel Partners and business associates of the

Company.

Your directors express & take on record their deep sense of gratitude to Hon'ble Chief Minister of the

State for constantly encouraging and supporting RKCL in its endeavor to enhance digital literacy in the

state. The company will fulfill the expectations of the State and the responsibilities given, to the best of

its ability and competence.

The Directors would like to place on record their sincere appreciation for significant contributions

made by the employees for whose outstanding professionalism, commitment and initiatives has made

the organization's growth and success possible.

Lastly, your directors are grateful for the confidence and faith shown by the member of the Company in

them.

For and on behalf of Board of Directors

Place

Date

:

:

Jaipurth

5 July, 2016

(Ravindra Shukla)Managing Director

DIN : 07044269

(Akhil Arora)Director

DIN : 02527921

Annual Report

2015-168th

16

ANNEXURE � I

1. A brief outline of the company's CSR policy, including overview of projects or

programmes proposed to be undertaken and a reference to the web-link to the CSR policy and

projects and programmes:

The Rajasthan Knowledge Corporation Limited (RKCL) strives to be a socially responsible company

and strongly believes to development of society at large. RKCL CSR Policy aimed at demonstrating

care for the Community through its focus on Education, Health & Care, Environment Sustainability

and Equality including conservation of natural resources.

During the year, the Corporate Social Responsibility (CSR) committee recommended to the Board the

'Corporate Social Responsibility' Policy. The said policy was approved by the Board in its meeting held thon 29 June, 2015. The said policy is available on http://rkcl.in/download/CSR%20Policy.pdf.

As per approved CSR Policy, Board decided to spend this entire amount for the Water Sustainable

Rajasthan. The annual rainfall also varies from 100 mm. in dry hot west to 900 mm. in South-East. Due

to uncertain & varied distribution of rainfall, usually every three out of five years are drought affected in

the State. Moreover, due to high intensity of rains and improper water conservation system, large part of

this rainfall goes waste resulting in continuous depletion of Water table.

This situation has adversely affected the crop production. As water table is continuously going

down, the area under crop production is getting converted into wasteland, resulting in scarcity of fuel,

fodder and milk and socio- economic condition of farmers is also getting worse day by day. To

overcome, the state of Rajasthan has embarked on a movement “Jal Swavalamban Abhiyan”. The

goal of this movement is to create a "Water Sustainable Rajasthan" through Crowd Funding and

community engagement. This is very important step since Rajasthan being the largest State in the

country has only a little above country's one percent of water resource. The ultimate goal of this mission

is to make every village water self-reliant and to increase productivity of land and thus ensure

prosperity for the rural citizens of the State.

Looking at criticality and importance of the project from the state perspective, RKCL had

undertaken to contribute entire CSR fund towards 'Mukhya Mantri Jal Swavalamban Abhiyan

Samiti' - in compliance with section 135 of the Co's Act., 2013 under Environmental Sustainability

heading of CSR Policy.

2. The Composition of the CSR committee:

Chairman of meeting/Board (ex-officio) : Chairman

Managing Director (ex-officio) : Member

One representative from MKCL Nominees : Member

One Representative from Universities Nominee : Member

One Professional / Expert Director : Member

Annual Report on CSR Activities


2015-168th

17

3. Average net profit of the company for last three financial years for the purpose of

computation of CSR: ̀ 21,76,46,826/-

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above): ̀ 43,52,935/-

5. Details of CSR spent during the year:

a. Total amount to be spend for the financial year: ̀ 43,52,935/-

b. Amount Unspent: NIL

c. Manner in which the amount spent during the financial year: Attached

CSR Project or Activity identified

S. No. Sector in which the project is covered

Projects or

Programs

1. Local Area

or other

2. Specify the

state where

Project or

Program were

undertaken

Amount

outlay

(Budget)

project

or program

wise

Amount spend

on projects or

programs Sub

heads:

1. Direct

Expenditure

on project /

program

2. Overhead

Cumulative

expenditure

upto the

reporting

period

Amount

spend

Directly or

through

implementing

agency

Mukhya

Mantri Jal

Swavalamban

Abhiyan

1 Water

Sustainability

In local area in

the state of

Rajasthan

79,05,260/-* Direct

expenditure

on project

79,05,260/-* Directly

Total 79,05,260/-

Note* CSR fund of 79,05,260/- includes amount of 35,52,325/- which was required to be spend in ` `

year 2014-15 but could not spend and was carried forward by the Board and spent in FY 2015-16.

1. The company has spent entire amount of 2% of the average net profit of the last three financial

years and there is no shortfall in CSR spent compare to the requirement.

2. CSR Committee hereby declares that implementation and monitoring of CSR policy are in

compliance with CSR objectives and policy of the company.


DIN : 07044269

(Akhil Arora) Chairman of the CSR Committee

DIN : 02527921

Annual Report

2015-168th

18

I. REGISTRATION AND OTHER DETAILS:

CIN

Registration Date

Name of the Company

Category/sub-category of the Company

Address of the Registered Office and Contact details

Whether listed Company

Name, address and contact details of registrar & Transfer Agent, if any

U80302RJ2008PLC026433

April 25, 2008

Rajasthan Knowledge Corporation Ltd.

Indian Non-Government Company

7 – A, Jhalana Institutional Area

Behind R.T.O., Jaipur Tel: 0141-5159700

No.

N/A

1II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. No. Name and Description of main products/services NIC Code of the Product / service % to total turnover of the company

1. Educational Courses, Skill development Courses viz. RS-CIT (Rajasthan State Certificate in Information Technology), RS-CFA (Rajasthan State Certificate in Financial Accounting) etc.

8522 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES- NIL[No. of Companies for which information is being filled] –

S. No. NAME ANDADDRESS OF THECOMPANY

CIN / GLN HOLDING/SUBSIDIARY/ASSOCIATE

% of sharesheld

ApplicableSection

-------------- NONE ----------------------------

Annexure-1EXTRACT OF THE ANNUAL RETURN (reference Section 134 (3) of the Act)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding A.

Category of Shareholders No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % Change during the year

Demat Physical Total % of Total

Shares

Demat Physical Total No. of Shares

% of Changes

A. Promoters

(1) Indian

a.b.c.d.e.f.

Individual/HUFCentral GovtState Govt. (s)Bodies Corp.Banks / FIOtherUniversity/society.

.

Sub-total (A) (1):-

(2) Foreigna)b) c) d) e)

NRIs - IndividualsOther – IndividualsBodies Corp.Banks / FIAny Other….

NIL

NIL

NIL

NILNIL600000700000NIL

700000

2000000

NIL

2000000

2000000

NIL

2000000

100

NIL

100

NIL

NIL

NIL

2000000

NIL

2000000

2000000

NIL

2000000

100

NIL

100%

NIL

NIL

NIL

NIL

NIL

NIL

% of Total

Shares

NILNILNILNILNIL

NIL 700000


NILNILNILNILNIL

NIL

NILNILNILNILNIL

NIL

NILNILNILNILNIL

NIL


700000


700000

NILNIL3035NIL

35

NILNIL3035NIL

35

Sub-total (A) (2):-Total shareholding of

Promoter (A) =

(A)(1)+(A)(2)

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL

NILNILNILNILNIL


2015-168th

19

Category of Shareholders No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % Change during the year

Demat Physical Total % of Total

Shares

Demat Physical Total No. of Shares

% of Changes

B. Public Share holding

(1) Institutions

a)b) c) d) e) f)g)h)

i)

Mutual FundsBanks / FICentral Govt.State Govt. (s)Venture Capital Funds Insurance CompaniesFIIsForeign VentureCapital FundsOthers (specify)Qualified ForeignInvestor

% of Total

Shares

.

Sub-total (B) (1):-

(2) Non-Institutionsa)

b)

Bodies Corp.i) Indianii) OverseasIndividualsi) Individual share holder sholding nominal sharecapital up to Rs. 1 lakh

NIL NIL NIL NIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NILNILNILNIL

NILNILNILNILNIL

NIL NIL NIL NIL NIL NIL

NIL NIL NIL NILNIL NIL NIL NIL NIL NIL

NIL NIL NIL NILNIL NIL NIL NIL NIL NIL

c)

ii) Individual shareholders holdingnominal share capital in excess of Rs 1 lakhOthers Directors and Their RelativesNon Resident IndiansOverseas Corporate Bodies Clearing Members Foreign Companies Trusts

NIL NIL NIL NIL NIL NIL NIL NIL NIL

NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL


Sub-total (B) (2):-

Total Public Shareholding (B)=(B)(1)+(B)(2)

NIL NIL NIL NIL NIL NIL NIL NIL NIL NILNIL NIL NIL NIL NIL NIL NIL NIL NIL NIL



NIL NIL NIL NIL NIL NIL NIL NIL NIL NILC. Shares held byCustodian for GDRs & ADRs

NIL 2000000 100 NIL 100 NIL NILGrand Total (A+B+C) 2000000 2000000 2000000

NIL

NIL NIL NIL NIL NIL NIL NIL NIL NIL NILNIL NIL NIL NIL NIL NIL NIL NIL NIL NIL

Annual Report

2015-168th

20

Shareholding of PromotersB.

S. No. Shareholder’s Name Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of SharesPledged / encumberedto total shares

% change in shareholdingduring the year

1. Governor of Rajasthan 600000 30% NIL 600000 30% NIL NIL2. Maharashtra Knowledge Corporation Ltd.

Pune600000 30% NIL 600000 30% NIL NIL

3. Vardhman Mahaveer Open University, Kota

200000 10% NIL 200000 10% NIL NIL

4. University of Rajasthan 200000 10% NIL 200000 10% NIL NIL5. Maharana Pratap Agriculture University,

Udaipur200000 10% NIL 200000 10% NIL NIL

6. Raj COMP Info Services Ltd. 100000 5% NIL 100000 5% NIL NIL7. Centre for e-Governance 100000 5% NIL 100000 5% NIL NIL

Change in Promoters' Shareholding (please specify, if there is no change)C.

Shareholding at the beginning of the yearNo. of shares % of total shares

of the company

Shareholder's Name

Cumulative Shareholding during the year

% of total shares of the company

No. of shares

Governor of Rajasthan

University of Rajasthan

Maharashtra Knowledge Corporation Ltd. Pune

Maharana Pratap Agriculture University, Udaipur

Vardhaman Mahaveer Open University, Kota

RajCOMP Info Services Ltd.

At the beginning of the year






600000

600000

200000

100000

30%

30%

10%

5%

600000

600000

200000

100000

30%

30%

10%

5%

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)






At the End of the year






600000

200000

600000

200000

100000

30%

10%

30%

10%

5%

600000

200000

600000

200000

100000

30%

10%

30%

10%

5%

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

200000 10% 200000 10%

200000 10% 200000 10%

200000 10% 200000 10%


2015-168th

21


of the company

Shareholder's Name



No. of shares

Centre for e-Governance

At the beginning of the year 100000 5% 100000 5%


At the End of the year 100000 5% 100000 5%

NIL NIL NIL NIL

S. No. Shareholding at the beginning of the year


No. of shares % of total shares of the company

No. of shares % of total shares of the company

1. NIL NIL NIL NIL

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):D.

Shareholding of Directors and Key Managerial Personnel:E.

top ten Shareholders


of the company

S. No. & Name



No. of shares

1.AKHIL ARORA

2.RAJ HUNS UPADHYAYA

3.T. RAVIKANTH

4.RAMESH GUPTA

5.MAHESH CHANDRA GOVIL

6. VIVEK SAWANT







NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL













NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

For Each of the Directors and KMP

Annual Report

2015-168th

22

9. ASHOK SHARMA

10.RAVINDRA SHUKLA

11.ASHWINI BHAGAT

13.VINAY KUMAR PATHAK

12.O.P. GILL

14.VAIBHAV GALRIYA

15.PAWAN KUMAR GOYAL








NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL















NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

7.VEENA KAMATH

8.AATUL WADEGAONKAR



NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL





NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

16.P.K. DASHORA

At the beginning of the year NIL NIL NIL NIL


At the End of the year NIL NIL NIL NIL

NIL NIL NIL NIL


2015-168th

23

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to Managing Director, Whole-time Directors and/or Manager:A.

S. No. Particulars of Remuneration Ravindra ShuklaManaging Directors

Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

© Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission as % of profit

5 Others, please specify

Provident Fund

Superannuation Fund

National Pension Scheme

OPLA

Total (A)

25,75,964

10,000

-

-

-

-

2,21,175

-

-

59,694

28,66,833

(Amount in `)

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of

the financial year

Total (i+ii+iii)

Change in Indebtedness

during the financial year

Addition

Reduction

Net Change

Indebtedness at the end of

the financial year

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

V. INDEBTEDNESS

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

i) Principal Amount

ii) Interest due but notpaid

iii) Interest accrued butnot due

Total (i+ii+iii)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

17.DINESH KHANDELWAL(CFO-KMP)

18.MADHU RATHI(CS-KMP)



NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL





NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

25,75,964

10,000

-

-

-

-

2,21,175

-

-

59,694

28,66,833

Ceiling as per the Companies Act, 2013 1,60,57,504 1,60,57,504

NIL NIL NIL NIL

Annual Report

2015-168th

24

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDC. (in `)

S. No. Particularsof Remuneration Key Managerial Personnel Total

Dinesh Khandelwal

C.F.O

Madhu Rathi

C.S.

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax

Act, 1961

16,46,793 8,97,811 25,44,604

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission as % of profit - - -

5 Others, please specify -

Provident Fund 1,38,903 69,780 2,08,683

Superannuation Fund - -

OPLA 1,32,837 54,553

Gratuity - -

Total 19,18,533 10,22,144 29,40,677

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :VII.

TypeSection ofthe Companies Act

BriefDescription

Details of Penalty /Punishment / Compounding fees imposed

Authority[RD / NCLT/ COURT]

Appealmade,if any(giveDetails)

A. COMPANY Penalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL

B.DIRECTORSPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NILC. OTHER OFFICERS IN DEFAULTPenalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL

Remuneration to other directors:B.

1. Independent Directors:Name of Director Fee for attending

board/committee meetings

Commission Others Total

NIL NIL NIL NIL NIL

(In `)

2. Non-Executive/Promoter Directors:

NILNILNILNILNILNILNIL

10,00025,00010,00025,0005,0005,000

10,00010,000

Aatul WadegaonkarAkhil AroraAshok SharmaM. C. GovilP. K. DashoraO. P. GillRamesh GuptaVeena Kamath

NILNILNILNILNILNILNILNIL

*OPLA paid for the period during which he was Managing Director of the Company.

1,87,390

1,43,904* 1,53,90425,00010,00025,0005,0005,000

10,00010,000


2015-168th

25

INDEPENDENT AUDITOR'S REPORTTo the Members of Rajasthan Knowledge Corporation Limited,

Report on the Financial Statements

We have audited the accompanying financial statements of Rajasthan Knowledge Corporation Limited

(“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting

policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a

true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have

taken into account the provisions of the Act, the accounting and auditing standards and matters which

are required to be included in the audit report under the provisions of the Act and the Rules made

thereunder.

We conducted our audit in accordance with the Standards on Auditing, specified under Section 143(10)

of the Act. Those Standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company's preparation of the financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the

Annual Report

2015-168th

26

2

appropriateness of accounting policies used and the reasonableness of the accounting estimates made

by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India of the

state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on

that date.

Emphasis of Matter

We draw attention to the following matters in the notes to financial statements:

(a) Note No. 31 to the accounts regarding the balances of trade receivables, Trade Payables

(including channel partners balances), Advances and Security Deposits which are subject to

confirmation and reconciliation. However, in the opinion of the management, the current assets and

advances are approximately of the value stated, if realised in the ordinary course of business, unless

otherwise stated, the provision for all liabilities is adequate and not in excess of the amount, reasonably

necessary and no material change is expected in the value stated.

Our opinion is not qualified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

Annexure 'A' a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014;


2015-168th

27

For S. Bhandari & Co.Chartered Accountants

(Registration Number 000560C)

(P. D. Baid) (Partner)

M.No. 72625Place

Date

:

:

Jaipurth5 July, 2016

(e) On the basis of written representations received from the directors as on March 31, 2016,

and taken on record by the Board of Directors, none of the directors is disqualified as on,

March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of internal financial controls over financial reporting of the

company and the operating effectiveness of such controls, refer to our separate report in

Annexure-'B'.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the

best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial

position in its financial statements as referred to in Note no. 33 to the financial

statements;

ii. The Company did not have any long-term contracts including derivative contracts

for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

Annual Report

2015-168th

28

ANNEXURE A TO THE INDPENDENT AUDITOR'S REPORTstReferred to in paragraph 1 under 'Report on Other Legal and Regulatory

Requirements' section of our report of even date of:M/s Rajasthan Knowledge Corporation Limited

stFor the year ended 31 March 2016

i) a) The company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

b) As explained to us, Fixed Assets of the company are physically verified according to a

phased program designed to cover all items over a period of two years, which, in our

opinion, is reasonable. Pursuant to the program, physical verification of the Fixed Assets

was carried out during the year by the management and no material discrepancies were

noticed on such physical verification.

c) The company does not own any immovable property, accordingly provisions of clause

3(1)(c) of the order are not applicable.

ii) The company holds inventory of course books and promotional material for supplying the same

under the training programme. Inventory has been physically verified during the year by the

management. In our opinion, the frequency of verification is reasonable. The discrepancies

noticed were not material and same has been properly dealt with in the books of accounts.

iii) The Company has not granted any loan, secured or unsecured, to the companies, firms, limited

liability partnerships or other parties covered in the register maintained u/s 189 of the

Companies Act 2013, (the Act), accordingly, the provisions of clause 3(iii)(a), (b), and (c) of the

order are not applicable.

iv) The company has not granted any loans, issued any guarantees & securities and has not made

any investments, accordingly, the provisions of the clause 3 (iv) of the order are not applicable.

v) In our opinion and according to the information and explanation given to us, the company has

not accepted deposits from the public, accordingly, the provisions of the clause3 (v) of the order

are not applicable.

vi) We have broadly reviewed the books of account maintained by the company pursuant to the

rules made by the central government for the maintenance of cost records under section 148 of

the Act, and are of the opinion that prima facie, the prescribed accounts and records have been

made and maintained.

vii) (a) The Company is generally regular in depositing the undisputed statutory dues including

Provident fund, Employees State Insurance, Income Tax, Sales-Tax, Service tax, Value

added tax, Cess and other statutory dues as applicable to it with the appropriate authorities.

As per the information and explanations given to us,no such statutory dues were

outstanding as at 31.03.2016 for a period more than six months from the date they became

payable.


2015-168th

29

(b) According to the information and explanation given to us, no disputed dues of sales tax,

service tax, duty of customs, duty of excise or value added tax were outstanding as at 31st

March 2016, except income tax detailed out below:

Nature ofStatute

Nature of thedues

FinancialYear towhich itrelates

Forum wheredispute ispending

Amount

( ` InLacs)

Income TaxAct,1961

Demandcreated u/s143(3)disallowingremittancesmade to ITGKon account ofnon-deductionof tax atsource

2011-12 CIT (Appeals) 744.35

Income TaxAct,1961

2012-13 CIT (Appeals) 665.64

(Out of thisamount 20.00

lacs has been paidunder dispute)

Demandcreated u/s143(3)disallowingremittancesmade to ITGKon account ofnon-deductionof tax atsource

viii) The company does not have any loans or borrowings from any financial institution, banks,

government or debenture holders during the year, accordingly provisions of the clause 3 (viii) of

the order are not applicable.

xi) The company has not raised any moneys by way of initial public offer or further public offer

(including debt instruments) or term loans, accordingly, the provisions of clause 3 (ix) of the

Order are not applicable.

x) To the best of our knowledge and according to the information and explanations given to us, no

fraud by the Company or on company by its officers, or employees has been noticed or reported

during the year.

xi) As per the Information and explanation given to us and based on our examination of the records

of the company, the company has paid/ provided for managerial remuneration in accordance

with the provisions of section 197 of the Act and with the requisite approvals mandated by the

companies act wherever required.

Annual Report

2015-168th

30

xii) In our opinion and according to the information and explanation given to us, the company is not

a Nidhi Company, accordingly, provisions of the clause 3 (xii) of the order are not applicable.

xiii) As per the Information and explanation given to us and based on our examination of the record of

the company, transactions with the related parties are in compliance with sections 177 and 188 of

the Act wherever applicable and details of such transactions have been disclosed in the Financial

Statements as required by the applicable accounting standards.

xiv) As per the Information and explanation given to us and based on our examination of the records

of the company, the Company has not made preferential allotment or private placement of shares

or fully or partly convertible debentures during the year.

xv) As per the Information and explanation given to us and based on our examination of the records

of the company, the company has not entered into any non-cash transactions with directors or

persons connected with him. Accordingly, provisions of the clause 3 (xv) of the order are not

applicable.

xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934.




M.No. 72625

Place

Date

:

:

Jaipurth

5 July, 2016


2015-168th

31

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORTReferred to in paragraph 2(f) under 'Report on Other Legal and Regulatory

Requirements' section of our report of even date of:M/s Rajasthan Knowledge Corporation Limited

stFor the year ended 31 March, 2016.

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-

section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the Internal financial controls over financial reporting of RAJASTHAN

KNOWLEDGE CORPORATION LIMITED (“the Company”) as on March 31, 2016 in

conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These

responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to company's policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting were established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining and understanding of

internal financial controls over financial reporting, assessing the risk that a material weakness exists

and testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of

Annual Report

2015-168th

32

the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; (3) provide

reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or

disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial

control over financial reporting may become inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the

Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at

March 31, 2016, based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note.




M.No. 72625

Place

Date

:

:



2015-168th

33

FINANCIAL STATEMENTSRAJASTHAN KNOWLEDGE CORPORATION LIMITED

st BALANCE SHEET AS AT 31 MARCH, 2016

(in `)

Particulars Note No.

I. EQUITY AND LIABILITIES

1. Shareholder's Funds a) Share Capital b) Reserves and Surplus

2. Non-Current Liabilities Other Long Term Liabilities

3. Current Liabilities

a) Trade payables b) Other current liabilities c) Short-term provisions

TOTAL(1+2+3)

II. Assets 1. Non-current assets

a) Fixed assets (i) Tangible assets (ii) Intangible assets

b) Deferred tax assets (net) c) Long term loans and advances d) Other Non Current Assets

2. Current assets a) Inventroies b)Trade receivables c) Cash and Cash Equivalents d) Short-term loans and advances e) Other current assets

34

5

678

9

101112

1314151617

20,000,000631,408,044

9,132,157

102,235,78526,040,41412,629,043

3,430,425327,944

253,733100,000

1,294,362

809,13713,964,287

724,110,52725,980,21924,256,421

TOTAL(1+2)Notes to Financial Statements 1 to 36

stAs at 31 March, 2016 stAs at 31 March, 2015

For S Bhandari & Co.Chartered Accountants


DIN : 07044269

(P. D. Baid)Partner

M. No. 072625

(Madhu Rathi)Company Secretary

FCS : 4354

As per our report of even date


DIN : 02527921

(Dinesh Khandelwal)Chief Financial Officer

FCA : 077515

For and on behalf of the Board

Place

Date

:

:


(iii) Capital work-in-progress (iv) Intangible assets under development

651,408,044

9,132,157

140,905,242

801,445,443

12,324,852

789,120,591

801,445,443

4,753,7792,164,609

4,50,666,019

5,312,157

60,640,846

5,16,619,022

2,658,833

5,13,960,189

5,16,619,022

20,000,000430,666,019

5,312,157

34,487,30117,508,3268,645,219

1,046,01210,983

493,346100,000

1,008,492

269,15030,105,171

4,42,752,04921,874,29818,959,522

--

Annual Report

2015-168th

34

RAJASTHAN KNOWLEDGE CORPORATION LIMITED stSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2016

(in `)

ParticularsNote

No.2015-16 2014-15

I. INCOME

a) Revenue from operations 18

Revenue from operations b) Other Income c) Prior period Income

19

Total Revenue

II. EXPENDITURE a) Educational Courses & Programmes Expenses 20 b) Employee benefit expense 21 c) Financial costs 22 d) Depreciation and amortization expense 9 e) Other Expenses 23

Total Expenses

Profit before Exceptional, Extraordinary items and Tax

Exceptional items

Profit Before Extraordinary items and Tax

Extraordinary items Profit before tax

Tax expense: - Current tax - Income Tax (Prior period) - Deferred tax 10

Profit after Taxation

Earning per Equity Share -Basic and Diluted

724,682,759-

724,682,75951,653,798

-

776,336,557

410,089,16021,236,666

1,464896,267

22,216,914

454,440,471

321,896,086

-

321,896,086

-321,896,086

(112,700,000)210,588

(239,613)

209,167,061

104.58(Face Value Rs. 10 per share)Notes to Financial Statement 1 to 36

24

312,492,734-

312,492,73443,846,6433,574,400

359,913,777

2,11,497,794

148,415,983

-

148,415,983

-148,415,983

97,903,333

48.95

1,87,372,15115,362,872

5,7891,101,6757,655,307

(50,800,000)(10,272)297,622



DIN : 07044269

(P. D. Baid)Partner

M. No. 072625


FCS : 4354



DIN : 02527921


FCA : 077515


Place

Date

:

:

Jaipurth

5 July, 2016


2015-168th

35

(14,102)

65



DIN : 07044269

(P. D. Baid)Partner

M. No. 072625


FCS : 4354



DIN : 02527921


FCA : 077515


Place

Date

:

:

Jaipurth

5 July, 2016

Annual Report

2015-168th

36

stNotes to Financial Statements for the year ended 31 March 2016

1. NATURE OF BUSINESS

Rajasthan Knowledge Corporation Limited (hereinafter referred as “The Company”) is into promoting

Education, Training and allied activities and delivering state of the art IT solutions & ITES (IT Enabled

Services) to the community at large. Under Education & Training segment, the company has been

delivering a basic level IT course and other skill development courses with intention to promote IT

literacy and to improve employability on mass scale.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 BASIS OF PREPERATION AND PRESENTATION OF FINANCIAL STATEMENTS

The financial statements are prepared under historical cost convention, on the accrual basis of

accounting and in accordance with the generally accepted accounting principles, the accounting

Standards notified under section 133 of the companies act 2013 read with rule 7 of the Companies

(Accounts) Rules, 2014.

2.2 USE OF ESTIMATES

The preparation of financial statement requires the management of the company to make estimates and

assumptions that affect their reported balances of assets and liabilities and disclosures relating to

contingent liabilities as at the date of financial statements, and reported amounts of revenue and

expenses during the reporting period. Actual results could differ from these estimates and differences

between actual results and estimates are recognized in the period in which the results are

known/materialized.

2.3 FIXED ASSETS AND DEPRECIATION

(a) Fixed assets are stated at cost less accumulated depreciation/amortization. Cost for the

purpose includes purchase price and all other attributable costs of bringing the assets to

working condition for intended use.

(b) Depreciation on tangible assets is provided on the WDV method over the useful life of the

assets as prescribed in the Schedule II to the Companies Act, 2013.

(c) The intangible assets are amortized over their estimated useful life as determined by the

management.

2.4 INVENTORY

Inventories are valued at lower of cost and net realizable value and cost excludes recoverable taxes and

duties incurred. Cost is determined by using FIFO (First in first out method)

2.5 REVENUE RECOGNITION

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the

company and revenue can be reliably measured.

NOTES TO FINANCIAL STATEMENTS


2015-168th

37

PROJECT INCOME

Course Fees (Including Exam Fees) from the RS-CIT and other courses primarily consist of revenue

earned from delivery of course performed on “time” basis and in accordance with terms of agreement.

The related revenue is accrued based upon number of learners registered on web-based application to

the extent of reasonable certainty of collection.

Registration/Renewal fees for Centers are recognized as revenue in the period of authorization to

center.

2.6 EXPENDITURE

Expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.

The cost of software (purchased/renewed) provided to channel partners for imparting education is

charged to revenue in the year of authorization to training center.

Course Material supplied for the course is accounted on the basis of Learners Registered.

2.7 EMPLOYEE BENEFITS

a) The Company contributes to a Provident Fund, which is a defined contribution plan and

hence same is charged to Profit & Loss Account;

b) Liability for gratuity is provided-for based on actuarial valuation done by the Life

Insurance Corporation of India;

c) Accrual of Leave Encashment benefit is based on actuarial valuation as on date of

Balance Sheet in pursuance of the Company's leave Rules.

3. SHARE CAPITAL(in `)

As AtMarch 31, 2016

As AtMarch 31, 2015

AUTHORISED CAPITAL5,000,000 Equity Shares of `10 each

a)

ISSUED CAPITAL2,000,000 Equity Shares of `10 each

SUBSCRIBED & FULLY PAID UP CAPITAL2,000,000 Equity Shares of `10 each

b)

c)

50,000,000

20,000,000

20,000,000

50,000,000

20,000,000

20,000,000

3.1 Reconciliation of the number and amount of shares capital outstanding

As AtMarch 31, 2016

As AtMarch 31, 2015

Numbers Amount AmountNumbers

Share Capital at the Beginning of the year

Add/(Less) : Movement During the year

Share Capital at the End of the year

2,000,000

-

2,000,000

20,000,000

-

20,000,000

2,000,000

-

2,000,000

20,000,000

-

20,000,000

PARTICULARS

PARTICULARS

Annual Report

2015-168th

38

3.2 Term/Rights attached to the Equity Share : The company has only one class of Equity Shares

having at par value of `10/- per share. Each holder of Equity share is entitled to one vote per

share. The company declares and pays dividend in Indian rupees. The dividend proposed by the

Board of Directors is subject to the approval of the Share holders in the ensuing Annual General

Meeting. In the event of liquidation of the Company, the holders of equity share will be entitled to

receive remaining Assets of the Company, after distribution of all preferential amounts. The

distribution will be in proportion to the number of equity shares held by the Share holders.

3.3 Details of Shares held by each shareholder holding more than 5% shares

As At March 31, 2016 As At March 31, 2015

% of holding

% of holding

No. of Shares Held

No. of Shares Held

Names of Shareholders

1. Government of Rajasthan

2. Maharasthra Knowledge Corp. Ltd.

3. University of Rajasthan

4. Vardhaman Mahaveer Open University, Kota

5. Maharana Pratap Agricultural University, Udaipur

30%

30%

10%

10%

10%

600,000

600,000

200,000

200,000

200,000

30%

30%

10%

10%

10%

600,000

600,000

200,000

200,000

200,000

4. RESERVE & SURPLUS

As AtMarch 31, 2016

As AtMarch 31, 2015

A. General Reserve

a) As per last Balance Sheet

b) Add: Transferred from Surplus

c) Add/(Less) : -WDV of assets W/Off

TOTAL (A)

c) Less : Appropriations

Transfer to General Reserve Proposed Dividend Tax on Proposed Dividend

TOTAL (B)TOTAL (A+B)

77,560,851

30,000,000

-

107,560,851

353,105,168

209,167,061

30,000,000

7,000,000

1,425,036

523,847,193

631,408,044

(in `)

B. Surplus in Statement of Profit and Losses

a) As per last Balance Sheetb) Add : Profit after tax for the year

47,700,000

30,000,000

(139,149)

77,560,851

2,92,423,295

97,903,333

30,000,000

6,000,000

1,221,460

3,53,105,168

4,30,666,019


2015-168th

39

6. TRADE PAYABLES (in `)

Trade Payable

- Outstanding dues to Micro & Small Enterprises - Outstanding dues to other than Micro & Small Enterprises

TOTAL

-

102,235,785

102,235,785

-

34,487,301

34,487,301

As AtMarch 31, 2016

As AtMarch 31, 2015

5. OTHER LONG TERM LIABILITIES (in `)

As AtMarch 31, 2016

As AtMarch 31, 2015

Trade Payable

- Outstanding dues to Micro & Small Enterprises - Outstanding dues to other than Micro & Small Enterprises

Others

- Security from Channel Partners

-

62,157

9,070,000

9,132,157 TOTAL

-

62,157

5,250,000

5,312,157

8. SHORT-TERM PROVISIONS (in `)

As AtMarch 31, 2016

As AtMarch 31, 2015

Provision for Employees Benefits

Provision for Others -For Proposed Dividend -Tax on Proposed Dividend

TOTAL

4,204,007

7,000,000

1,425,036

12,629,043

1,423,759

6,000,000

1,221,460

8,645,219

7. OTHER CURRENT LIABILITIES (in `)

As AtMarch 31, 2016

As AtMarch 31, 2015

a) Liability for Statutory Paymentsb) Expenses Payablec) Advances from Customersd) Other Liabilitiese) Security Deposits

TOTAL

907,046

5,533,641

6,671,241

7,558,730

5,369,756

26,040,414

16,33,608

22,81,791

22,32,575

1,13,60,352

-

1,75,08,326

Annual Report

2015-168th

40

9 A. TANGIBLE ASSETS

GROSS BLOCK

Particulars As at As at As at As at As at As at

Apr 01,2015 Mar 31,2016 Apr 01,2015 Mar 31,2016 Mar 31,2016 Mar 31,2015

Office Equipments 1,453,229 136,946 185,739 120,616 1,467,076 215,916

Computers 777,327 - 378,205 878,931 479,809

Furniture & Fixtures 1,011,415

2,878,042

2,998,249

2,715,213 277,284

1,410,966

2,119,318

1,630,795 1,084,418 350,287

ACCUMULATED DEPRECIATION NET BLOCK

Deletion

during the year

Additions

during the year

Additions

during the year

Deletion

during the year

(in `)

-

1,561,759

2,220,922

1,703,798

1,345,843

1,741,113

1,353,511

5,486,479 7,995,750 136,946 13,345,283 4,440,467 841,228 120,616 5,161,079 8,184,204 1,046,012Total Current Year

4,827,972 658,507 - 5,486,479 3,134,209 1,095,457 210,801 4,440,467 1,046,012 1,693,763Previous Year's Figures

- 4,753,779 - 4,753,779 - - - - 4,753,779 -Capital Work in Progress5,486,479 3,241,971 136,946 8,591,504 4,440,467 841,228 120,616 5,161,079 3,430,425 1,046,012

GROSS BLOCK NET BLOCK

Particulars As at As at As at As at As at As at

Apr 01,2015 Mar 31,2016 Apr 01,2015 Mar 31,2016 Mar 31,2016 Mar 31,2015

Software & Website 165,178 372,000 - 537,178 165,177 56,964 - 222,141 315,037 1Trade Mark 56,500 - - 56,500 45,518 (1,925) - 43,593 12,907 10,982

221,678 372,000 - 593,678 210,695 55,039 - 265,734 327,944 10,983

ACCUMULATED DEPRECIATION

9 B. INTANGIBLE ASSETS

Additions during the year

Additions during the year

Deletion duringthe year

Deletion duringthe year

- 2,164,609 - - - - - -Intangible assets underdevelopment 2,164,609 2,164,609

- 2,758,287 210,695 55,039 - 2,492,553 10,983Total Current Year

- 221,678 204,477 6,218 10,983 17,201Previous Year's Figures

221,678 2,536,609

221,678 - -

265,734

210,695

10. DEFERRED TAX ASSET

a) Provision for current tax is made on the basis of provisions of Income Tax Act 1961, and the same is adjusted with deferred tax as per provision of Accounting Standard (AS)22

b) Deferred Tax Assets being of ` 2,39,613/- from the current period has been debited to Statement of Profit & Loss.

c) The major components of Deferred Tax Assets as per the provisions Accounting Standards (AS) 22 are as under-:

(in `)

As AtMarch 31, 2016

As AtMarch 31, 2015

Deferred Tax LiabilityDepreciation on Fixed Assets

Depreciation on Fixed Assets (Including Tax Effect)

Timing Difference u/s 43B

Net Deferred Tax Assets

Deferred Tax Assets

Nil Nil

253,733

-

253,733

353,432

139,914

493,346


2015-168th

41

11. LONG TERM LOANS AND ADVANCES(Unsecured & considered good) (in `)

13. INVENTORIES (in `)

Course Books 809,137

809,137

269,150

269,150TOTAL

14. TRADE RECEIVABLES (in `)

(Unsecured & Considered Good)

- Outstanding for a period exceeding six months from the due date

- Others

TOTAL

8,856,743

5,107,544

13,964,287

8,032,162

22,073,009

30,105,171

12. OTHER NON-CURRENT ASSETS (in `)

(Unsecured, considered good)

Trade Receivables

TOTAL

1,294,362

1,294,362

1,008,492

1,008,492

TOTAL

-

-

100,000

To Related Parties

To Other than related parties :

- Security Deposits

-

-

100,000

100,000 100,000

As AtMarch 31, 2016

As AtMarch 31, 2015

(in `)15. CASH AND CASH EQUIVALENTS

i. Balances with Banks

a) In Current Accounts

b) In Deposits with maturity period upto 3 months

ii. Cash on hand

iii Deposits with Banks with maturity period

exceeding 3 months but not exceeding 12 months

65,487,310

-

32,778

658,590,439

724,110,527TOTAL (i+ii+iii)

29,300,936

203,325,000

26,113

210,100,000

442,752,049

16. SHORT TERM LOANS AND ADVANCES (in `)

a) Advances to other than related parties ( Recoverable in Cash or in kind) i. Advance to Othersb) Others i. Prepaid Expenses ii. Income Tax / TDS Refundable (Net)

1,143,588

727,87021,848,496

251,706

736,7869,959,989

(Unsecured & Considered Good)

Annual Report

2015-168th

42

17. OTHER CURRENT ASSETS (in `)

i. Interest Accrued on FDR 24,256,421

24,256,421TOTAL

18,959,522

18,959,522

18. REVENUE FROM OPERATIONS (in `)

From Educational Courses & Programmes

(A) IT Literacy & Other Functionality Program

For the year ended st

31 March, 2016For the year ended

st 31 March, 2015

RS-CIT Course Fee Course Fee(Other than RS-CIT) Recruitnment Programme (OASIS)(B) Channel Partners Network Management Processing Fees from Centers (RS-CIT) Processing Fees from Centers (Other than RS-CIT) Upfront Fees from Centers (RS-CIT) Upfront Fees from Centers (Others than RS-CIT) Re-examination Fees Renewal Charges from Centers (RS-CIT) Renewal Charges from Centers (Others than RS-CIT) Other Charges from Centers

658,098,265 863,679

1,435,750

2,704,355 23,144

31,742,607 1,234,695

18,173,100 8,026,201

190,793 2,190,170

261,294,750 8,162,926

470,250

1,782,253 - -

142,585 30,729,780 8,766,464

454,403 689,323

724,682,759 312,492,734TOTAL

iii. Service Tax Input Credit iv. Tax paid under protest - Income Tax / TDS - Service Tax v. Deposit with Consumer Court

245,265

2,000,000-

15,000

158,204

10,147,915619,698

-

25,980,219 21,874,298TOTAL

As AtMarch 31, 2016

As AtMarch 31, 2015

RKCL , ITGK and VMOU are three collaborators in IT-Literacy and other functionality programmes, Wherein share of each collaborator is pre-determined under collaborator’s agreement and accordingly only company’s share in the fees has been accounted for under the head “Revenue From Operations”. Previous Figures have also been regrouped /rearranged accordingly by adjusting share of collaborator's.

19. OTHER INCOME (in `)

For the year ended st31 March, 2016

For the year ended st 31 March, 2015

i Interest on Term Depositsii Profit on Sale of Fixed Assetsiii Misc. Incomeiv Excess provision written backv Sale of Tender forms

51,542,29114,1026,805

-90,600

51,653,798TOTAL

41,222,998-

7,5492,616,096

-

43,846,643


2015-168th

43

20. EDUCATIONAL COURSES AND PROGRAMME EXPENSES (in `)

A. RS-CIT COURSEa) Center Registration / Renewal Expenses

Software expenses for Centers Expenses on Business Convention with Centres/Channel partners

b) RS-CIT Other Direct Cost Course material expenses PSA Service charges PSA share for ITGK Renewal/ Registration DLC service charges DLC share for ITGK Renewal/ Registration Software expenses for Course Postage & Courier charges for Delivery of Course Material Advertisement & Sales Promotion for Courses Centre Support Expenses Technical Consultancy Expenses on Course Incentive for ITGK/Technical Facilitator

36,271,47459,486

71,115,66356,626,150

2,545,50088,968,615

1,274,600121,638,468

5,209,00421,866,090

2,100,001533,250

-

25,552,752434,303

29,700,04533,842,4301,184,100

26,761,800394,000

46,588,6772,228,240

12,816,7461,400,000

771,000252,880



21. EMPLOYEE BENEFIT EXPENSES (in `)

i) Salary and allowancesii) Employer's Contribution to Providend fundiii) Contribution to ESICiv) Gratuity Expensesv) Staff Welfare Expenses

18,936,2591,334,980

6,330909,84249,255

14,027,0671,028,200

12,126225,19770,282

TOTAL 21,236,666 15,362,872

B OTHER THAN RS-CIT COURSEa) Center Registration Expenses

Software expenses for Centers Training Expenses

b) Other Direct Cost

Course material expenses Advertisement & Sales Promotion PSA Service charges DLC Service charges Software Expesnes on Course Expenses for ITES Services ITGK Incentive on other courses

190,31758,000

356,950 -

172,300128,750

-908,042

66,500

410,089,160TOTAL

196,084 -

1,511,3551,012,207

627,106775,275

1,062,753249,898

10,500

187,372,151

22. FINANCE COST (in `)

TOTAL

Bank Charges 1,464 5,789

1,464 5,789

For the year ended st

31 March, 2016For the year ended

st 31 March, 2015

Annual Report

2015-168th

44

23. OTHER EXPENSES (in `)

Board Meeting ExpensesBooks & Periodicals Business Promotion ExpensesComputer ExpensesConveyance ExpensesElectricity & Water ExpensesProject and Job ChargesAuditors' RemunerationAdmn Charges to PFMembership Fees Office & Misc. ExpensesPostage & CouriersPrinting & Stationery ExpensesProfessional Fee & ChargesOffice and Godown RentDirectors Sitting FeesWebsite & software chargesTelephone & Mobile, Internet Exp.Directors' Travelling ExpensesTravelling Expenses (Others)Insurance ChargesStaff Training and Stipend Expenses Legal ExpensesLoss on Sale of Fixed Assets RKCL Contribution in Govt. Employees ReimbursementService tax and SBC under Reverse charges Recruitment ExpensesTender Advertisement Expenses Litigation ExpensesTarget Incentive to ITGK RS-CIT ScholarshipCSR Expenses

-33,37129,000

109,147367,372298,341393,317264,901153,01887,308

1,927,51044,24974,802

249,610825,98390,000

680,221892,283108,876272,255234,62444,213

587,3912,608

21,882173,607105,366610,39925,000

2,455,0003,150,0007,905,260

11,87035,144

207,45859,576

350,360262,522373,169548,317137,92956,090

868,228106,854104,584358,102 690,457186,000158,459445,887380,902690,223240,262152,469234,231

--

102,001894,213

-----

TOTAL 22,216,914 7,655,307

24. EARNING PER SHARE

Net profit after tax (Amount in `)Weighted average number of Equity Shares (Nos.)Basic & Diluted EPS (Amount in `)Nominal Value per Equity Share (Amount in `)

209,167,0612,000,000

104.5810

97,903,3332,000,000

48.9510

25. SEGMENT REPORTING AS REQUIRED BY ACCOUNTING STANDARDS (AS)-17

The company is primarily engaged in business of providing and promoting education, training and

allied activities and delivering IT solutions & ITES (IT Enabled Services). The company's predominant

risk and returns are from the above, and thus the entire business has been considered as a single segment

in terms of Accounting Standard (AS)- 17,“Segment Reporting” and accordingly the segment revenue,

segment result, total carrying amount of segment assets, total amount of segment liabilities, total cost

incurred to acquire segment assets, the total amount of expenses incurred and depreciation during the styear are all as reflected in the financial statement for the year ended 31 March, 2016 and as on that date.


2015-168th

45

26. DISCLOSURE AS REQUIRED BY AS-15 FOR EMPLOYEES BENEFITS

Various long term benefits provident to employees by the company are as under-:

A) Defined Contribution Plan

Company contributes to provident fund which is a defined contribution plan. Contributions are charged to Profit & Loss Account.

B) Defined Benefit Plan

i) Gratuity

ii) Leave Encashment

The Company has taken a Group Gratuity Scheme of LIC and making annual contribution to LIC through a separate Fund set up for this purpose. Similarly the Company has taken Group Leave Encashment scheme of LIC also and contributing directly to the LIC scheme. The required disclosure in respect of above is as under:

i) Gratuity

Valuation Method

Actuarial Assumptions Mortality Rate Withdrawal Rate Discount Rate Salary Escalation

:

::::

LIC (2006-08) Ultimate1% to 3% depending on age8% p.a.7% & 8%

Project Unit Credit Method

1. Results of Valuationa. PV of Past Service Benefitb. Current Service Costc. Total Service Gratuityd. Accrued Gratuitye. LCSAf. LC Premiumg. Service Tax @14.5%

:::::::

2,101,193358,902

13,050,9612,682,426

10,368,53524,3853,536

2. Recommended Contribution Rate

a. Fund Value as on Renewal Dateb. Additional Contribution for existing fundc. Current Service Cost

:::

1,550,253550,940358,902

Total Amount Payable : 937,763

(in `)

ii) Leave Encashment

Valuation Method Project Unit Credit Method:1.

Actuarial Assumptions 2.Mortality Rate Withdrawal Rate Discount Rate Salary Escalation

::::

LIC (1994-96) Ultimate1% to 3% depending on age8% p.a.8%

Results of Valuation3.a. PV of PSGb. Current Service Costc. LCSAd. LC Premiume. Service Tax @12.36%

:::::

2,652,032319,742900,000

2,392347

Annual Report

2015-168th

46

4. Recommended Contribution Rate

a. Fund Value as on Renewal Date /Initial Contribution

b. Additional Contribution for existing fundc. Current Service Cost

:::

1,459,264

1,192,768319,742

Total Amount Payable : 1,515,249

27. RELATED PARTY DISCLOSURESRelated Party disclosures, as required by Accounting Standard (AS) -18, “Related Party Disclosures” are given below: I. Names of related party / entities with whom transactions were carried out during the year: a) Key Management Personnel : Mr. Ravindra Shukla, Managing Director Dr. Aatul Wadegaonkar, Managing Director (Former) Dinesh Khandelwal, C.F.O. Madhu Rathi, C.S.

b) Promoter Group : Maharasthra Knowledge Corporation Ltd. Vardhaman Mahaveer Open University, Kota

II. The following transactions were carried out with related parties a) Key Managerial Personnel Amount (in ̀ ) 1. Remuneration ( Including Allowance and perquisites) 59,51,414 b) Promoter Group (1) With Maharashtra Knowledge Corporation Limited Amount (in ̀ ) (i) Software Support Services 125,996,664 (ii) Other Expenses reimbursement 62,618 (ii) Amount outstanding at the year-end(Credit) 15,878,953 (2) With VardhamanMahaveer Open University, Kota (i) Payment towards RS-CIT Examination & Re-Examination Fees collected on behalf of VMOU 126,978,985 (ii) Payment towards Certification Correction Charges 303,200 (iii) Amount outstanding at the year end (Credit) 39,063,820

REMUNERATION TO MANAGING DIRECTORShri. Ravindra Shukla

28.

*Excluding Gratuity and Leave Encashment as the same has not become due to employee.

ParticularsYear ended

March 31, 2016Year ended

March 31, 2015

Salary & Allowances*

Org. Performance Link Award

Contribution to Provident Fund

Monetary value of Perquisites

257596459694

221175 10000

544,387

Nil

46,119

Nil

2,866,833 590,506TOTAL

a)

(12-01-15 to 31-03-15)


2015-168th

47

29 AUDITORS’S REMUNERATION (INCLUDING SERVICE TAX)



March 31, 2015

a) For Statutory Audit

b) For Tax Audit

c) For Income Tax Matters

d) Reimbursement of Service Tax

75000

25000

130000

34901

75,000

35,000

378,000

60,317

264,901 548,317TOTAL

(in `)

Dr. AatulWadegaonkar (Former MD)

* Paid for the period during which he was MD



March 31, 2015

Salary & Allowances*

Org. Performance Link Award

Contribution to Provident Fund

Monetary value of Perquisites

Leave Encashment

Nil

143,904*

Nil

Nil

Nil

13,53,109

5,86,589

1,07,025

5,000

3,90,608

143,904 2,442,331TOTAL

b)

30. The company has “Nil” amount due to suppliers under the Micro, Small and Medium st

Enterprises Development Act, 2006 (MSMED Act) as at 31 March 2016. The disclosure

pursuant to the said Act is as under:

ParticularsAs on

st31 March, 2016

a) Principal amount due to suppliers under MSMED Act, 2006b) Interest accrued and due to suppliers under MSMED Act, 2006 on the above amountc) Payment made to suppliers (other than interest) beyond the appointed day, during the yeard) Interest paid to suppliers under MSMED Act, 2006 (Other than Section 16)e) Interest paid to suppliers under MSMED Act, 2006 (Section 16)f) Interest due and payable to suppliers under MSMED Act, 2006 for payment already madeg) Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act, 2006h) Interest further due and payable even in the succeeding year, until such date when the interest dues as above are actually paid.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Annual Report

2015-168th

48

The information has been given in respect of such vendors to the extent they could be identified as

micro, small and medium enterprises on the basis of information available with the Company.

(31) The balances of Trade Receivables, Trade Payables (including channel partner balances),

Advances and Security Deposits are subject to confirmation and reconciliation.

(32) In the opinion of the management, the current assets and advances are approximately of the

value stated, if realized in the ordinary course of business, unless otherwise stated. The

provision for all liabilities is adequate and not in excess of the amount, reasonably necessary and

no material change is expected in value stated.

(33) Contingent Liabilities Not Provided For -

1. Income tax demand disputed by the company

Demands of ̀ 744.35 lacs & ` 665.64 lacs have been raised for the assessment year

2012-13 & 2013-14 respectively in assessment under section 143(3) of income tax act

1961. Remittances made to ITGK have been disallowed on account of non –deduction

of tax at source from the same, whereas in the opinion of Company no tax is required to

be deducted at source in these cases. The issue of non-deduction of tax has been

decided in favour of company by ITAT for earlier years.Company has filed an appeal

against these demands before CIT Appeals and company is hopeful that the matter will

be decided in favour of company.

2. Cases filed against the company in consumer court having financial impact of

` 155750/-

(34) Other Disclosures

(a) Value of Imports on CIF Basis “NIL”

(b) Travelling Expenses (Foreign) “NIL”

(c) Earning in Foreign currency “NIL”

(d) Capital commitments “NIL”

(35) Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies

Act, 2013 read with Schedule VII thereof : ̀ 79,05,260/-

(36) Figures have been rounded off to the nearest rupee and figures for previous year have been

regrouped/ rearranged wherever considered necessary.



DIN : 07044269

(P. D. Baid)Partner

M. No. 072625


FCS : 4354



DIN : 02527921


FCA : 077515


Place

Date

:

:


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