|
In accordance with the Companies Act and our Articles of Association, our Company is
required to have not less than three Directors and not more than 15 Directors. As on the
date of filing this Draft Red Herring Prospectus, we have six Directors on our Board,
comprising three Independent Directors (which includes two women Independent Directors).
Our Company is in compliance with the corporate governance norms prescribed under the SEBI
Listing Regulations and the Companies Act, in relation to the composition of our Board and
constitution of committees thereof.
The following table sets forth the details of our Board as on the date of this Draft
Red Herring Prospectus:
Name, designation, date of birth, address, occupation, current term,
date of appointment and DIN |
Age
(years) |
Other directorships |
Sanjay Namdeo Salunkhe |
61 |
Indian Companies: |
Designation: Chairman and Managing Director |
|
Private limited companies |
Date of birth: September 3, 1963 |
|
Jaro Fincap Private Limited; |
Address: 606/A, Golf Scappe, Sion Trombay Road,
Behind IDBI Bank, Chembur, Mumbai 400 071, Maharashtra, India
Occupation: Business |
|
Net HR Solutions (I) Private Limited; |
|
Aptness Education Private Limited; |
|
Jaro Toppscholars Private Limited; |
|
Net Employment Services Private Limited; |
Current term: For a period of five years from July 26, 2023
till July 25, 2028 |
|
Verification Solutions Private Limited; and |
Period of directorship: Director since incorporation |
|
Mind Heal Homeopathy Private Limited |
DIN: 01900632 |
|
Public limited companies |
|
|
Net Education Entrepreneurship and Leadership Limited |
Ranjita Raman |
42 |
Indian Companies: |
Designation: CEO and Wholetime Director |
|
Private limited companies |
Date of birth: March 5, 1982 |
|
Aptness Education Private Limited; |
Address: Venezia - 701, Lodha Fiorenza, Near Hub
Mall, Goregaon East, Off Western Express Highway, Mumbai Suburban 400 063, Maharashtra,
India |
|
Jaro Toppscholars Private Limited; and |
|
Net Employment Services Private Limited. |
Occupation: Service
Current term: For a period of five years from July 26, 2023 till
July 25, 2028
Period of directorship: Since March 20, 2015 DIN: 07132904 |
|
Public limited companies Nil |
Balkrishna Namdeo Salunkhe |
57 |
Indian Companies: |
Designation: Non-Executive Director |
|
Private limited companies |
Date of birth: August 24, 1967
Address: B-2, 12th Floor, Flat No. 5 Millennium Towers,
Sector 09, Opp. Sitaram Master Garden Sanpada, Navi Mumbai, Sanpada, Thane 400 705,
Maharashtra, India |
|
Net Recruitment Services Private Limited
Public limited companies |
Occupation: Business |
|
Nil |
Name, designation, date of birth, address, occupation, current term,
date of appointment and DIN |
Age
(years) |
Other directorships |
Current term: Liable to retire by rotation |
|
|
Period of directorship: Director since December 8, 2010 |
|
|
DIN: 01685311 |
|
|
Ishan Baveja |
34 |
Indian Companies: |
Designation: Independent Director |
|
Private limited companies |
Date of birth: September 10, 1990 |
|
Nil |
Address: 250 Indira Nagar P O New Forest, Dehradun, Newforest,
Chakrata Dehradun 248 006, Uttarakhand, India |
|
Public limited companies |
Occupation: Professional
Current term: For a period of five years from February 4, |
|
Maasheetla Ventures Limited; and
Lifestyle and Media Holdings Limited. |
2021
Period of directorship: Director since February 4, 2021 DIN:
07251062 |
|
|
Alpa Antani |
49 |
Nil |
Designation: Independent Director |
|
|
Date of birth: December 24, 1974 |
|
|
Address: B-235 2nd Floor, Block B, Chittranjan Park,
Opp. Municipal Corporation Delhi Primary School, South Delhi, Delhi 110 019, India |
|
|
Occupation: Service |
|
|
Current term: For a period of three years from January 27, 2024 |
|
|
Period of directorship: Director since January 27, 2024 |
|
|
DIN: 10470840 |
|
|
Vaijayanti Ajit Pandit |
71 |
Indian Companies: |
Designation: Independent Director |
|
Private Limited Companies |
Date of birth: January 12, 1953 |
|
Nil |
Address: 30/9 Taj Building, August Kranti Marg, Mumbai - 400
036, Maharashtra, India |
|
Public Limited Companies |
Occupation: Service
Current term: For a period of three years from May 3, 2024 Period
of directorship: Director since May 3, 2024 DIN: 06742237 |
|
P N Gadgil Jewellers Limited;
Everest Kanto Cylinder Limited;
Automatic Corporation of Goa Limited;
I G Petrochemicals Limited;
Tml Business Services Limited;
Indo Count Industries Limited
Tata Motors Insurance Broking and Advisory Services Limited; and
Banswara Syntex Limited. |
Sanjay Namdeo Salunkhe is the Chairman and Managing Director of our Company. He
holds a degree in bachelor's in arts from Osmania University and a diploma in electrical
engineering from the Board of Technical Examinations, Maharashtra State. He also holds a
degree in bachelor of laws and a degree of master of management studies from the
University of Mumbai. He holds a degree of doctor in philosophy from Yashvantrao Chavan
Maharashtra Open University Nashik (India). He has also received a certificate for
employment of intermediaries CEI (KAH) from the Absolute Kinetics Consultancy Pte. Ltd, an
accredited training provider by the Ministry of Manpower, Singapore. Prior to joining our
Company, he was associated with Onward Technologies Limited and Lupin Laboratories
Limited. He has over 16 years of experience in the education sector. He is responsible for
shaping the overall business strategy and vision of our Company.
Ranjita Raman is the Chief Executive Officer and Wholetime Director of our Company.
She holds a degree of international master of business administration in marketing from
the United Business Institutes, Brussels, Belgium and has completed the senior management
programme from Indian Institute of Management, Ahmedabad. She has been associated with our
Company since 2010 and has over 15 years of experience in the education sector. She is
responsible for the day-to-day operations and expansion of activities of our Company.
Balkrishna Namdeo Salunkhe is the Non-Executive Director of our Company. He holds a
bachelor's degree in commerce from the University of Bombay and a degree in master of
management studies from Chetana's Ramprasad Khandelwal Institute of Management, University
of Mumbai. He also holds a post graduate diploma in financial analysis from the Institute
of Chartered Financial Analysts of India, a fellow member of the Institute of Costs and
Works Accountants of India and is a member of the Council of Chartered Financial Analysts
since 1998. Prior to joining our Company, he was associated with Shaivi Investment
Consultants Private Limited and Siddhi Marketing Private Limited as a director. He has
been a visiting faculty member in Welingker Institute of Management since 1996 and an
assistant professor with the Institute for Future Education Entrepreneurship and
Leadership since 2015. He has 17 years of experience in operations and client advice.
Ishan Baveja is an Independent Director of our Company. He holds a bachelor's
degree in commerce from Hemwati Nandan Bahuguna Garhwal University. He is a fellow member
of the Institute of Chartered Accountants of India and is a practicing chartered
accountant since 2013, and has also completed diploma courses in information systems
audit, insurance and risk management and has also completed a master's in business finance
certificate course from the Institute of Chartered Accountants of India. He has been a
partner with M/s Baveja Gupta & Co. since 2015 and has over 11 years of experience in
the accounting sector.
Alpa Antani is an Independent Director of our Company. She holds a master's degree
in science in counselling and psychotherapy from Institute of Psychotherapy and Management
Services and a degree of master of business administration from the Institute of Chartered
Financial Analysts of India University, Tripura. She has completed her doctorate in
management studies from the Indian School of Business Management and Administration and
has completed the senior management programme from Indian Institute of Management,
Ahmedabad. She was previously associated with the Confederation of Indian Industry, the
Consulate General of the Kingdom of Netherlands in Mumbai and the Services Export
Promotion Council. She has over 15 years of experience in the area of business and trade
development.
Vaijayanti Ajit Pandit is an Independent Director of our Company. She holds a
bachelor's and master's degree in political science from the University of Pune. She has
completed her doctorate in management studies from Jamnalal Bajaj Institute of Management
Studies, University of Mumbai and has completed a diploma in journalism from Rajendra
Prasad Institute of Communication and Management, Mumbai. She was previously associated
with the Indian Merchant's Chamber, Federation of Indian Chambers of Commerce and Industry
and Welingkar Institute of Management Development and Research. She has over 42 years of
experience in the area of business and entrepreneurship.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have
been or were suspended from being traded on any stock exchanges, in the last five years
prior to the date of this Draft Red Herring Prospectus, during the term of their
directorship in such company.
Further, none of our Directors is, or was, a director of any listed company, which has
been or was delisted from any stock exchange during the term of their directorship in such
company.
Relationships amongst our Directors and our Directors and Key Managerial Personnel or
Senior
Management
Except as stated below, none of our Directors are related to each other, nor are any of
our Directors related to any of our Key Managerial Personnel or Senior Management.
Further, none of our Key Managerial Personnel are related to any of our Senior Management.
Name of Director/ Key Managerial Personnel / Senior Management |
Relationship |
Sanjay Namdeo Salunkhe and Balkrishna Namdeo Salunkhe |
Brothers |
Arrangement or understanding with major Shareholders, customers, suppliers or others
None of our Directors have been appointed on our Board pursuant to any arrangement with
our major shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide
for benefits upon the termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the
Companies Act, and pursuant to a resolution of our Shareholders in their annual general
meeting held on December 30, 2022, our Board is authorised to borrow any sums or sums of
money by way of cash credit, loan, overdraft, discounting of bills, letter of credit, or
any other type of credit line of facility up to an amount not exceeding ? 750.00 million,
notwithstanding the money to be borrowed by our Company (apart from the temporary loans
obtained by our Company's bankers from time to time) exceed the aggregate, for the time
being in force, whether secured or unsecured and remain within the limit specified in the
Companies Act.
Terms of appointment of our Directors
Terms of appointment of our Executive Directors
Sanjay Namdeo Salunkhe, Chairman and Managing Director
Sanjay Namdeo Salunkhe was appointed as the Managing Director of our Company pursuant
to a resolution passed by our Board on June 22, 2023 and a special resolution passed by
our Shareholders on July 24, 2023, for a period of five years with effect from July 26,
2023 till July 25, 2028, subsequently he was designated as the Chairman of our Board
pursuant to a resolution passed by our Board on September 26, 2024. The details of the
remuneration that he is presently entitled to as per the Board resolution dated July 27,
2024, and the other terms of his employment are enumerated below:
(in ^ million)
Basic salary |
12.60 |
House Rent Allowance |
6.30 |
Conveyance Allowance |
0.02 |
Special Allowance |
5.22 |
Statutory Bonus |
1.05 |
Mobile Allowance |
0.01 |
Domestic Help Reimbursement |
0.12 |
Caretaker Salary Reimbursement |
0.01 |
Driver Salary Reimbursement |
0.24 |
Petrol Reimbursement |
0.14 |
Total Remuneration |
25.80 |
Ranjita Raman, CEO and Wholetime Director
Ranjita Raman was appointed as the Wholetime Director of our Company pursuant to a
resolution passed by our Board on June 22, 2023 and a special resolution passed by our
Shareholders on July 24, 2023, for a period of five years with effect from July 26, 2023
till July 25, 2028. The details of the remuneration that she is presently entitled to as
per the Board resolution dated July 27, 2024, and the other terms of her
employment are enumerated below:
| Basic salary |
9.00 |
| House Rent Allowance |
4.50 |
| Conveyance Allowance |
0.02 |
| Other Allowance |
3.67 |
| Children Education Allowance |
0.01 |
| Leave Travel Allowance |
0.02 |
| Medical Reimbursement |
0.02 |
| Statutory Bonus |
0.75 |
| Domestic Help Reimbursement |
0.12 |
| Caretaker Salary Reimbursement |
0.10 |
| Driver Salary Reimbursement |
0.24 |
| Petrol Reimbursement |
0.14 |
| Annual Incentive |
3.40 |
| Total Remuneration |
22.00 |
Terms of appointment of our Non-Executive Director
Our Non-Executive Director is entitled to remuneration of ? 25,000.00 per Board Meeting
and ? 15,000.00 per meeting of the committees of the Board as per the resolution passed by
our Board dated May 3, 2024.
Terms of appointment of our Independent Directors
Pursuant to a resolution of our Board dated May 3, 2024, our Independent Directors are
entitled to receive sitting fees of ? 25,000.00 for attending each meeting of our Board, ?
15,000.00 for attending each meeting of the committees of the Board.
Our Company has not entered into any contract appointing or fixing the remuneration of
a Director, Whole-Time Director, or manager in the two years preceding the date of this
Draft Red Herring Prospectus.
Payments or benefits to our Directors
Executive Directors
The table below sets forth the details of the remuneration (including salaries and
perquisites) paid to our Executive Directors for Fiscal 2024:
Sr
.T ' Name of the Executive Director No. |
Remuneration for Fiscal 2024 (in ? million) |
1. Sanjay Namdeo Salunkhe |
9.00 |
2. Ranjita Raman |
15.00 |
Non-Executive Director
The table below sets forth the details of the remuneration (including salaries and
perquisites) paid to our Non-Executive Director for Fiscal 2024:
Sr
.T ' Name of the Executive Director No. |
Remuneration for Fiscal 2024 (in ? million) |
1. Balkrishna Namdeo Salunkhe |
Nil |
Independent Directors
The table below sets forth the details of the sitting fees paid to our Independent
Directors for the Fiscal 2024:
Sr. Sitting Fees for Fiscal 2024
Name of the Director
No. (in < million)
1 Vaijayanti Ajit Pandit N.A-*
2 Ishan Baveja Nil
3 Alpa Antani Nil
*Since Vaijayanti Ajit Pandit was appointed as an Independent Director in Fiscal 2025,
she was not entitled to any remuneration/sitting fees from our Company in Fiscal 2024.
Contingent and deferred compensation payable to the Directors
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred
compensation accrued or payable to the Directors, which does not form part of their
remuneration.
Bonus or profit-sharing plan for our Directors
Our Company does not have any bonus or a profit-sharing plan in which our Directors
have participated. Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
The table below sets forth details of Equity Shares held by our Directors as on date of
this Draft Red Herring Prospectus:
Name |
Number of Equity Shares# |
Percentage of the preOffer paid up Equity Share capital on a fully
diluted basis(%)# |
Percentage of the postOffer paid up Equity Share capital on a fully
diluted basis (%)* |
Sanjay Namdeo Salunkhe |
15,834,060 |
78.20 |
[1 |
Balkrishna Namdeo Salunkhe |
457,098 |
2.26 |
[1 |
Ranjita Raman |
166,668 |
0.82 |
[1 |
# Based on the beneficiary position statement dated September 27, 2024.
* Subject to finalisation of Basis of Allotment.
Interest of Directors
All our Directors may be deemed to be interested to the extent of sitting fees and
commission, if any, payable to them for attending meetings of the Board or a committee
thereof, as well as to the extent of other remuneration, commission and reimbursement of
expenses, if any, payable to them by our Company.
Our Directors may also be regarded as interested to the extent of the Equity Shares, if
any, held by them and to the extent of any dividend payable to them and other
distributions in respect of these Equity Shares. For details regarding the shareholding of
our Directors, see Shareholding of Directors in our Company" on page 264.
Our Directors may be deemed to be interested to the extent of certain related party
transactions that were undertaken with them by our Company. Our Directors may also be
deemed to be interested in the contract agreement /arrangements entered into or to be
entered into by our Company in the normal course of business with any company in which
they hold directorships or any partnership firm in which they are partners. For further
details, see "Restated Consolidated Financial Information - Note 39 -
Related Party Disclosures" on page 325.
Except for Sanjay Namdeo Salunkhe and Balkrishna Namdeo Salunkhe who are the Promoters
of our Company, none of our Directors are interested in the promotion of our Company.
Except for the proceeds from the Offer for Sale that will be received by Sanjay Namdeo
Salunkhe, there is no material existing or anticipated transaction whereby Directors will
receive any portion of the proceeds from the Offer.
Our Directors do not have any interest in any property acquired or proposed to be
acquired of or by our Company.
Our Directors do not have any interest in any transaction by our Company for
acquisition of land, construction of building or supply of machinery during the three
years preceding the date of this Draft Red Herring Prospectus.
Other confirmations
No consideration, either in cash or shares or in any other form have been paid or
agreed to be paid to any of our Directors or to the firms, trusts or companies in which
they have an interest in, by any person, either to induce any of our Directors to become
or to help any of them qualify as a Director, or otherwise for services rendered by them
or by the firm, trust or company in which they are interested, in connection with the
promotion or formation of our Company.
Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent
Borrower as defined under the SEBI ICDR Regulations.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors in the last
three years:
Name |
Designation (at the time of appointment / change in designation /
cessation) |
Date of appointment / change in designation / cessation |
Reason |
Siraj Kemalpasha Mulani |
Independent Director |
June 24, 2024 |
Cessation as an Independent Director |
Vaijayanti Ajit Pandit |
Independent Director |
May 3, 2024 |
Appointed as an Independent Director |
Renganathan Bashyam |
Independent Director |
March 31, 2024 |
Cessation as an Independent Director |
Rajendra Namdeo Salunkhe |
Non-Executive Director |
March 22, 2024 |
Cessation as a Non-Executive Director |
Renganathan Bashyam |
Independent Director |
November 6, 2023 |
Appointed as an Independent Director |
Alpa Antani |
Independent Director |
January 27, 2024 |
Appointed as an Independent Director |
Ishan Baveja |
Independent Director |
February 4, 2021 |
Appointed as an Independent Director |
Rajendra Namdeo Salunkhe |
Non-Executive Director |
March 2, 2021 |
Appointed as a Non-Executive Director |
Note: This table does not include details of regularisations of additional
Directors.
Corporate Governance
The provisions of the Companies Act along with the SEBI Listing Regulations, with
respect to corporate governance, will be applicable to our Company immediately upon the
listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the
requirements of the applicable requirements for corporate governance in accordance with
the SEBI Listing Regulations, and the Companies Act, including those pertaining to the
constitution of our Board and committees thereof.
As on the date of filing this Draft Red Herring Prospectus, we have six Directors on
our Board, comprising, of whom three are Independent Directors (which includes two women
Independent Directors).
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, our
Company has constituted the following Board committees:
Audit Committee;
Nomination and Remuneration Committee;
Stakeholders' Relationship Committee;
Corporate Social Responsibility Committee; and
For purposes of the Offer, our Board has also constituted an IPO Committee.
Audit Committee
The Audit Committee was constituted by a resolution of our Board dated July 26, 2018
and was last reconstituted by our Board at their meeting held on July 27, 2024. It is in
compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing
Regulations. The current constitution of the Audit committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Ishan Baveja |
Chairman |
Independent Director |
Vaijayanti Ajit Pandit |
Member |
Independent Director |
Sanjay Namdeo Salunkhe |
Member |
Chairman and Managing Director |
The scope and function of the Audit Committee is in accordance with Section 177 of the
Companies Act and Regulation 18 of the SEBI Listing Regulations. Its terms of reference
are as follows:
(a) Oversight of the Company's financial reporting process, examination of the
financial statements and the auditors' report thereon and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
(b) Recommendation to the board of directors for appointment, re-appointment and
replacement, removal, remuneration and terms of appointment of auditors, including the
internal auditor, cost auditor and statutory auditor, or any other external auditor, of
the Company and the fixation of audit fees and approval for payment for any other
services;
(c) Approval of payments to statutory auditors for any other services rendered by the
statutory auditors of the Company;
(d) Reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the Board for approval, with particular reference to:
(i) Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by
the management of the Company;
(iv) Significant adjustments made in the financial statements arising out of audit
findings;
(v) Compliance with listing and other legal requirements relating to financial
statements;
(vi) Disclosure of any related party transactions; and
(vii) Qualifications / modified opinion(s) in the draft audit report.
(e) Reviewing, with the management, the quarterly, half yearly and annual financial
statements before submission to the board for approval;
(f) Reviewing, with the management, the statement of uses/application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilised for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the Board to take up
steps in this matter;
(g) Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
(h) Formulating a policy on related party transactions, which shall include materiality
of related party transactions;
(i) Approval of any subsequent modifications of transactions of the Company with
related parties and omnibus approval (in the manner specified under the SEBI Listing
Regulations and Companies Act) for related party transactions proposed to be entered into
by the Company. Provided that only those members of the committee, who are independent
directors, shall approve related party transactions;
Explanation: The term "related party transactions" shall have the same
meaning as provided in Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the
applicable Accounting Standards and/or the Companies Act.
(j) Approval of related party transactions to which the subsidiary(ies) of the Company
is party but the Company is not a party, if the value of such transaction whether entered
into individually or taken together with previous transactions during a financial year
exceeds 10% of the annual consolidated turnover as per the last audited financial
statements of the Company, subject to such other conditions prescribed under the SEBI
Listing Regulations;
(k) Review, at least on a quarterly basis, the details of related party transactions
entered into by the Company pursuant to each of the omnibus approvals given;
(l) Scrutiny of inter-corporate loans and investments;
(m) Valuation of undertakings or assets of the company, wherever it is necessary;
(n) Evaluation of internal financial controls and risk management systems;
(o) Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
(p) Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
(q) Discussion with internal auditors of any significant findings and follow up there
on;
(r) Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
(s) Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
(t) Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
(u) Reviewing the functioning of the whistle blower mechanism;
(v) Approval of the appointment of the Chief Financial Officer of the Company
("CFO") (i.e., the whole-time finance director or any other person heading the
finance function or discharging that function and who will be designated as the CFO of the
Company) after assessing the qualifications, experience and background, etc., of the
candidate;
(w) Carrying out any other functions as provided under or required to be performed by
the audit committee under the provisions of the Companies Act, the SEBI Listing
Regulations and other applicable laws;
(x) To formulate, review and make recommendations to the Board to amend the Audit
Committee charter from time to time;
(y) Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances;
(z) Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee;
(aa) Reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever
is lower including existing loans / advances / investments existing as per the SEBI
Listing Regulations;
(bb) Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders; and
(cc) Such roles as may be prescribed under the Companies Act and SEBI Listing
Regulations.
Further, the Audit Committee shall mandatorily review the following information:
(a) Management discussion and analysis of financial condition and results of
operations;
(b) Management letters/letters of internal control weaknesses issued by the statutory
auditors of the Company;
(c) Internal audit reports relating to internal control weaknesses;
(d) The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the Audit Committee;
(e) Statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations; and
ii. annual statement of funds utilised for purposes other than those stated in the
issue document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations
The Company Secretary and Compliance Officer of our Company shall serve as the
secretary of the Audit Committee.
The Audit Committee is required to meet at least four times in a year under Regulation
18(2)(a) of the SEBI Listing Regulations and not more than 120 days shall elapse between
two meetings. The quorum for audit committee meeting shall either be two members or one
third of the members of the audit committee, whichever is greater, with at least two
independent directors.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution of our Board
dated July 26, 2018 and was last re-constituted by our Board at their meeting held on July
27, 2024. The Nomination and Remuneration Committee is in compliance with Section 178 of
the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current
constitution of the Nomination and Remuneration Committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Ishan Baveja |
Chairman |
Independent Director |
Vaijayanti Ajit Pandit |
Member |
Independent Director |
Balkrishna Namdeo Salunkhe |
Member |
Non-Executive Director |
The scope and function of the Nomination and Remuneration Committee is in accordance
with Section 178 of the Companies Act, read with Regulation 19 of the SEBI Listing
Regulations. Its terms of reference are as follows:
(a) Formulation of the criteria for determining qualifications, positive attributes and
independence of a
director and recommend to the Board a policy, relating to the remuneration of the
directors, key managerial personnel and other employees;
The Nomination and Remuneration Committee, while formulating the above policy, should
ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract,
retain and motivate directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.
(b) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Nomination and Remuneration Committee
may:
(i) use the services of any external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to
diversity; and
(iii) consider the time commitments of the candidates.
(c) Formulation of criteria for evaluation of performance of independent directors and
the Board;
(d) Devising a policy on Board diversity;
(e) Identifying persons who are qualified to become directors of the Company and who
may be appointed in senior management in accordance with the criteria laid down, and
recommend to the Board their appointment and removal. The Company shall disclose the
remuneration policy and the evaluation criteria in its annual report;
(f) Analysing, monitoring and reviewing various human resource and compensation
matters;
(g) Determining the Company's policy on specific remuneration packages for executive
directors including pension rights and any compensation payment, and determining
remuneration packages of such directors;
(h) Recommending to the Board the remuneration, in whatever form, payable to the senior
management personnel and other staff (as deemed necessary);
(i) Reviewing and approving compensation strategy from time to time in the context of
the then current Indian market in accordance with applicable laws;
(j) Determining whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors;
(k) Perform such functions as are required to be performed by the compensation
committee under the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended;
(l) Construing and interpreting the employee stock option scheme/plan approved by the
Board and shareholders of the Company in accordance with the terms of such scheme/plan
("ESOP Scheme") and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Scheme;
(m) Framing suitable policies, procedures and systems to ensure that there is no
violation of securities laws, as amended from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended; and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to Securities Market) Regulations, 2003, as amended,
by the Company and its employees, as applicable;
(n) Performing such other activities as may be delegated by the Board of Directors
and/or are statutorily prescribed under any law to be attended to by the Nomination and
Remuneration Committee.
(o) Such terms of reference as may be prescribed under the Companies Act and SEBI
Listing Regulations.
The Nomination and Remuneration Committee is required to meet at least once in a year
under Regulation 19(3A) of the SEBI Listing Regulations.
The quorum for a meeting of the Nomination and Remuneration Committee shall be two
members or one third of the members of the committee, whichever is greater, but there
should be a minimum of one independent director.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee was constituted by a resolution of our Board
dated July 26, 2018 and was last reconstituted by our Board at their meeting held on July
27, 2024. The Stakeholders' Relationship Committee is in compliance with Section 178 of
the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current
constitution of the Stakeholders' Relationship Committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Vaijayanti Ajit Pandit |
Chairman |
Independent Director |
Ishan Baveja |
Member |
Independent Director |
Balkrishna Namdeo Salunkhe |
Member |
Non-Executive Director |
The scope and function of the Stakeholders' Relationship Committee is in accordance
with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows:
(a) Redressal of all security holders' and investors' grievances including complaints
related to transfer/transmission of shares, non-receipt of share certificates and review
of cases for refusal of transfer/transmission of shares and debentures, non-receipt of
declared dividends, non-receipt of annual reports, issue of new/duplicate certificates,
etc., and assisting with quarterly reporting of such complaints;
(b) Reviewing of measures taken for effective exercise of voting rights by
shareholders;
(c) Investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;
(d) Giving effect to all transfer/transmission of shares and debentures,
dematerialisation of shares and rematerialisation of shares, split and issue of
duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
(e) Reviewing the measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company;
(f) Reviewing the adherence to the service standards by the Company with respect to
various services rendered by the registrar and transfer agent of the Company and to
recommend measures for overall improvement in the quality of investor services; and
(g) Carrying out such other functions as may be specified by the Board from time to
time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any
other regulatory authority.
The Stakeholders' Relationship Committee is required to meet at least once in a year
under Regulation 20(3A) of the SEBI Listing Regulations. The quorum for a meeting of the
Stakeholders' Relationship Committee shall be two members.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our
Board dated December 27, 2016 and was re-constituted by our Board at their meeting held on
July 27, 2024. The current constitution of the Corporate Social Responsibility Committee
is as follows:
Name of Director |
Position in the Committee |
Designation |
Sanjay Namdeo Salunkhe |
Chairman |
Chairman and Managing Director |
Ishan Baveja |
Member |
Independent Director |
Balkrishna Namdeo Salunkhe |
Member |
Non-Executive Director |
The scope and function of the Corporate Social Responsibility Committee is in
accordance with Section 135 of the Companies Act. Its terms of reference are as follows:
(a) To formulate and recommend to the board, a corporate social responsibility policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Companies Act and the rules made thereunder and make any revisions
therein as and when decided by the Board;
(b) To identify corporate social responsibility policy partners and corporate social
responsibility policy programmes;
(c) To recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social
responsibility programmes undertaken by the Company;
(d) To formulate the annual action plan of the Company;
(e) To delegate responsibilities to the corporate social responsibility team and
supervise proper execution of all delegated responsibilities;
(f) To review and monitor the implementation of corporate social responsibility
programmes and issuing necessary directions as required for proper implementation and
timely completion of corporate social responsibility programmes; and
(g) To perform such other duties and functions as the Board may require the corporate
social responsibility committee to undertake to promote the corporate social
responsibility activities of the Company and exercise such other powers as may be
conferred upon the CSR Committee in terms of the provisions of Section 135 of the
Companies Act, as amended.
IPO Committee
The IPO committee was constituted by a resolution of our Board dated May 3, 2024. The
current constitution of the IPO committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Sanjay Namdeo Salunkhe |
Chairman |
Chairman and Managing Director |
Balkrishna Namdeo Salunkhe |
Member |
Non- Executive Director |
Ranjita Raman |
Member |
CEO and Whole Time Director |
The terms of reference of the IPO Committee are as follows:
i. The IPO Committee has been constituted to decide the terms and conditions of the
Issue, finalisation and filing of the Draft Red Herring Prospectus and this Red Herring
Prospectus with SEBI, the Stock Exchanges and other regulatory bodies as may be required;
ii. Handle all matters relating to appointment of intermediaries and advisors in
relation to the IPO;
iii. Deciding on allocation of the equity shares to specific categories of persons;
iv. Opening of bank accounts, securities account, escrow or custodian accounts,
submitting applications and seeking listing of Equity Shares with the Stock Exchanges;
v. Determining and finalising the price band, bid opening and closing date of this
Issue, approving and finalising the Basis of Allocation';
vi. Determining the price at which the Equity Shares are to be offered to the
investors;
vii. Settling difficulties and doubts arising in relation to the IPO;
viii. Empowering the authorized officers to enter into and execute any agreements or
arrangements in relation to the IPO; and
ix. Carry out all acts and take all decisions as may be necessary for the purposes of
the IPO and listing.
Key Managerial Personnel
In addition to Sanjay Namdeo Salunkhe, the Chairman and Managing Director and Ranjita
Raman, the CEO and Wholetime Director of our Company whose details are set out in Briefprofiles
of our Directors' on page 260
above, the details of our other Key Managerial Personnel as on the date of this Draft
Red Herring Prospectus are as set forth below:
Sankesh Kashinath Mophe is the Chief Financial Officer of our Company. He has been
associated with our Company since March 1, 2011 and has been designated as the Chief
Financial Officer of our Company with effect from September 16, 2023. He holds a
bachelor's and master's degree in commerce from University of Mumbai and a diploma in tax
management from Welingkar Institute. Prior to joining our Company, he was associated with
Olympia Seating Private Limited. He has over 16 years of experience in finance and
accounting. In Fiscal 2024, the remuneration paid to him was ? 1.54 million.
Kirtika Chauhan is the Company Secretary and Compliance Officer of our Company. She
has been associated with our Company since March 1, 2024 and has been designated as the
Company Secretary and Compliance Officer of our Company with effect from July 27, 2024.
She is an associate member of the Institute of Company Secretaries of India. Prior to
joining our Company, she was associated with RSC Infratech Developers LLP. She has over
two years of experience in secretarial and compliance functions. In Fiscal 2024, the
remuneration paid to her was ? 0.02 million.
Senior Management
In addition to Sankesh Kashinath Mophe, the Chief Financial Officer and Kirtika
Chauhan, the Company Secretary and Compliance Officer of our Company, whose details are
provided in "- Key Managerial Personnel' on page 274, the details of our other
Senior Management as on the date of this Draft Red Herring Prospectus are as set forth
below:
Sushant Mallya is the Vice President - Human Resource of our Company. He has been
associated with our Company since September 1, 2010. He holds a bachelor's and a master's
degree in commerce from the University of Mumbai. Prior to joining our Company, he was
associated with Future Education Limited. He has over 18 years of experience in human
resources management. In Fiscal 2024, the remuneration paid to him was ? 2.25 million.
Viral Kadakia is the Vice President - Sales (Degree Program) of our Company. He has
been associated with our Company since December 1, 2009. He holds a bachelor's degree in
commerce from University of Mumbai, a master's degree in business administration from
Maharashtra Institute of Technology, Pune (distance learning programme) and has completed
advance strategic management program from the Indian Institute of Management, Lucknow.
Prior to joining our Company, he was associated with Virgin Mobile, India. He has over 15
years of experience in sales. In Fiscal 2024, the remuneration paid to him was ? 2.69
million.
Anand Krishnan Thiraviyam is the Vice President - Sales (Certification Program) of
our Company. He has been associated with our Company since September 1, 2010. He holds a
bachelor's degree in management studies from the University of Mumbai and has completed
the executive programme in strategic management from Indian Institute of Management,
Lucknow. He has over 13 years of experience in sales. In Fiscal 2024, the remuneration
paid to him was ? 3.05 million.
M A Prashanth Kumar is the Manager - IT and Admin of our Company. He has been
associated with our Company since August 10, 2011. He holds a bachelor of arts from
Bhartiya Shiksha Parishad, Uttar Pradesh and a post graduate diploma in management from
Maharashtra Institute of Technology, School of Distance Education. He was previously
associated with Eprosys as a hardware engineer. He has over 20 years of experience in
information technology services. In Fiscal 2024, the remuneration paid to him was ? 0.84
million.
Supriya Surendra Gade is the Chief Manager - Marketing of our Company. She has been
associated with our Company since June 27, 2013. She has completed her bachelors of
science from University of Mumbai in 2013. She has over 11 years of experience in
marketing. In Fiscal 2024, the remuneration paid to her was ? 1.87 million.
Shraddha Sachin Jadhav is the Senior Manager (Back End Operations) in our Company.
She has been associated with our Company since 2009. She holds a bachelor's degree in
commerce from the University of Mumbai. Prior to joining our Company, she was associated
with Eins Education. She has over 11 years of experience in the education sector. In
Fiscal 2024, the remuneration paid to her was ? 1.32 million.
Relationships among our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel or Senior Management are related to each other.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management have been selected pursuant
to any arrangement or understanding with any major Shareholders, customers or suppliers of
our Company, or others.
Changes in the Key Managerial Personnel or Senior Management in last three years
Except as mentioned below, there have been no changes in our Key Managerial Personnel
or Senior Management in the last three years:
Name |
Date of change |
Reason |
Neha Upadhyay |
January 1,2022 |
Resignation as the Company Secretary |
Prajakta Bhor |
May 3, 2022 |
Appointment as the Company Secretary |
Prajakta Bhor |
April 16, 2023 |
Resignation as the Company Secretary |
Anchal Jain |
April 16, 2023 |
Appointment as the Company Secretary |
Sankesh Kashinath Mophe |
September 11, 2023 |
Resignation as Chief Financial Officer |
Arijit Bandyopadhyay |
September 11, 2023 |
Appointment as Chief Financial Officer |
Arijit Bandyopadhyay |
September 16, 2023 |
Resignation as Chief Financial Officer |
Sankesh Kashinath Mophe |
September 16, 2023 |
Appointment as Chief Financial Officer |
Anchal Jain |
October 21, 2023 |
Resignation as the Company Secretary |
Kritika Chauhan |
March 1,2024 |
Appointment as the Company Secretary |
The rate of attrition of our Key Managerial Personnel and Senior Management is not high
in comparison to the industry in which we operate.
Status of Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel
and Senior Management are permanent employees of our Company.
Retirement and termination benefits
Our Key Managerial Personnel or Senior Management have not entered into any service
contracts with our Company which include termination or retirement benefits. Except
statutory benefits upon termination of their employment in our Company or superannuation,
none of the Key Managerial Personnel or Senior Management is entitled to any benefit upon
termination of employment or superannuation.
Shareholding of the Key Managerial Personnel and Senior Management
None of our other Key Managerial Personnel and Senior Management hold any Equity Shares
in our Company, except as disclosed under Shareholding of Directors in our Company"
on page 264 and in the table below as
on the date of this Draft Red Herring Prospectus:
Name |
Number of Equity Shares# |
Percentage of the preOffer paid up Equity Share capital on a fully
diluted basis (%)# |
Percentage of the postOffer paid up Equity Share capital on a fully
diluted basis (%)* |
Sankesh Kashinath Mophe |
1,110 |
0.01 |
[1 |
Sushant Mallya |
2,667 |
0.01 |
[1 |
Viral Kadakia |
2,667 |
0.01 |
[1 |
Anand Krishnan Thiraviyam |
2,667 |
0.01 |
[1 |
Supriya Surendra Gade |
468 |
Negligible |
[1 |
Shraddha Sachin Jadhav |
933 |
Negligible |
[1 |
M A Prashanth Kumar |
616 |
Negligible |
M |
# Based on the beneficiary position statement dated September 27, 2024
* Subject to finalisation of Basis of Allotment.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior
Management
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred
compensation which accrued to our Key Managerial Personnel and Senior Management for
Fiscal 2024, which does not form part of their remuneration for such period.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Our Company does not have a bonus or profit-sharing plan for our Key Managerial
Personnel and Senior Management.
Interest of Key Managerial Personnel and Senior Management
Our Key Managerial Personnel and Senior Management are interested in our Company to the
extent of the remuneration or benefits to which they are entitled to as per their terms of
appointment and reimbursement of expenses incurred by them during the ordinary course of
their service.
Our Key Managerial Personnel and Senior Management may also be deemed to be interested
to the extent of any dividend payable to them and other distributions in respect of Equity
Shares held by them in our Company.
Employee stock option and stock purchase schemes
None of our Key Managerial Personnel and Senior Management hold any ESOPs in our
Company, except as disclosed in the table below as on the date of this Draft Red Herring
Prospectus:
Name |
Number of ESOPs held |
Ranjita Raman |
162,500 |
Sankesh Kashinath Mophe |
1,417 |
Viral Kadakia |
2,000 |
Sushant Mallya |
3,375 |
Anand Krishnan Thiraviyam |
1,842 |
Supriya Surendra Gade |
2,250 |
Shraddha Sachin Jadhav |
1,438 |
M A Prashanth Kumar |
1,126 |
Payment or Benefit to officers of our Company (non-salary related)
No non-salary related amount or benefit has been paid or given within the two years
preceding the date of the Draft Red Herring Prospectus or is intended to be paid or given
to any officer of our Company, including our Directors, Key Managerial Personnel and
Senior Management.
OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters are Sanjay Namdeo
Salunkhe and Balkrishna Namdeo Salunkhe.
As on the date of this Draft Red Herring Prospectus, our Promoters' shareholding in our
Company is as follows:
Sr. No. |
Name of the Promoter |
Number of Equity Shares* |
% of pre-Offer issued, subscribed and paid-up Equity Share Capital on a
fully diluted basis of the Company#* |
1. |
Sanjay Namdeo Salunkhe |
15,834,060 |
78.20 |
2. |
Balkrishna Namdeo Salunkhe |
457,098 |
2.26 |
|
Total |
16,291,158 |
80.46 |
*Based on the beneficiary position statement dated September 27, 2024 # Assuming
exercise of all vested stock options by the employees under the ESOP Plan
For details of the build-up of the Promoter's shareholding in our Company, see "Capital
Structure - Details of shareholding of our Promoter and members of the Promoter Group in
our Company', on page 101.
Details of our individual Promoters
Sanjay Namdeo Salunkhe
Sanjay Namdeo Salunkhe, aged 61 years, is the Chairman and Managing Director of our
Company. He is an Indian national. For details of his educational qualifications,
residential address, date of birth, experience, positions and posts held in the past,
other directorships and interest in other entities, business, financial activities and
special achievements, see "Our Management' on page 259. Other than the
entities forming part of the Promoter Group, Sanjay Namdeo Salunkhe is not involved in any
other ventures.
His PAN is AAGPS2938F.
Balkrishna Namdeo Salunkhe
Balkrishna Namdeo Salunkhe, aged 57 years, is the non-executive director of our
Company. He is an Indian national. For details of his educational qualifications,
residential address, date of birth, experience, positions and posts held in the past,
other directorships and interest in other entities, business, financial activities and
special achievements, see "Our Management' on page 259. Other than the
entities forming part of the Promoter Group, Balkrishna Namdeo Salunkhe is not involved in
any other ventures.
His PAN is AKTPS3222P.
Our Company confirms that the PAN, driving license number, Aadhar card number, bank
account number and passport number of Sanjay Namdeo Salunkhe and Balkrishna Namdeo
Salunkhe would be submitted to the Stock Exchanges at the time of filing of this Draft Red
Herring Prospectus.
Changes in control
There has not been any effective change in the management and control of our Company in
the five years immediately preceding the date of this Draft Red Herring Prospectus.
Interest of our Promoters
Our Promoters are interested in our Company to the extent: (1) that they have promoted
our Company; (2) of their respective shareholding, the shareholding of their relatives and
entities in which the Promoters are interested and which hold Equity Shares in our Company
and the dividend payable upon such shareholding, if any, and other distributions in
respect of the Equity Shares held by them, their relatives or such entities, if any; (3)
of being Director and Key Managerial Personnel of our Company and the sitting fees
/remuneration, benefits and reimbursement of expenses, payable to them, as per the terms
of his employment agreement, as applicable, payable by our Company to them; and (4) that
our Company has undertaken transactions with them, or their relatives or entities in which
our Promoters hold shares or has an interest, if applicable. For further details, see
"Capital Structure'", "Our Management", and "Offer
Document Summary - Summary of Related Party Transactions" on pages 84, 259 and
24, respectively.
Further, Sanjay Namdeo Salunkhe and Balkrishna Namdeo Salunkhe are also directors on
the boards, or are shareholders, members or partners of certain entities forming part of
the Promoter Group, Group Companies, and may be deemed to be interested to the extent of
the payments made by our Company, if any, to such entities forming part of the Promoter
Group, Group Companies. For the payments that are made by our Company to certain entities
forming part of the Promoter Group, Group Companies, see " Offer Document Summary
- Summary of Related Party Transactions" on page 24.
Our Promoters are not interested in any transaction in acquisition of land,
construction of building or supply of machinery.
Our Promoters are not interested as members of a firm or a company, and no sum has been
paid or agreed to be paid to our Promoters or to such firm or company in cash or shares or
otherwise by any person either to induce our Promoters to become, or qualify them as
directors, or otherwise for services rendered by our Promoters or by such firm or company
in connection with the promotion or formation of our Company.
Our Promoters do not have any interest, whether direct or indirect, in any property
acquired by our Company within the preceding three years from the date of this Draft Red
Herring Prospectus or proposed to be acquired by it as on the date of this Draft Red
Herring Prospectus.
Except as stated in "Offer Document Summary - Summary of Related Party
Transactions" on page 24, there has been no payment of any amount or benefit
given to our Promoters or Promoter Group during the two years preceding the date of filing
of the Draft Red Herring Prospectus nor is there any intention to pay any amount or give
any benefit to our Promoters or Promoter Group as on the date of filing of this Draft Red
Herring Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any company or firm during the
three years preceding the date of filing of the Draft Red Herring Prospectus.
Confirmations
Our Promoters have not been declared as a Wilful Defaulter or Fraudulent Borrower.
Our Promoters and the members of our Promoter Group have not been prohibited from
accessing or operating in capital markets under any order or direction passed by SEBI or
any other regulatory or governmental authority.
Our Promoters are not and has never been promoters, directors or persons in control of
any other company which is prohibited from accessing or operating in capital markets under
any order or direction passed by SEBI or any other regulatory or governmental authority.
Our Promoters are not involved in any venture that is in the same line of activities or
business as that of our Company.
Material guarantees
Our Promoters have not given any material guarantee to any third party, in respect of
the Equity Shares, as of the date of this Draft Red Herring Prospectus.
Promoter Group
Persons constituting the Promoter Group (other than our Promoters) of our Company in
terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations 2018 are set out below:
Natural persons forming part of our Promoter Group (other than our Promoters):
Sr. No. |
Name of the individuals |
Sanjay Namdeo Salunkhe |
|
| 1. |
Anita Sanjay Salunkhe (Spouse) |
| 2. |
Rajendra Namdeo Salunkhe (Brother) |
| 3. |
Uday Namdeo Salunkhe (Brother) |
| 4. |
Balkrishna Namdeo Salunkhe (Brother) |
| 5. |
Sania Sanjay Salunkhe (Daughter) |
| 6. |
Ujwala P. Pawar (Sister) |
| 7. |
Harish Gopinath Kale (Brother of Spouse) |
| 8. |
Seema Chandrashekhar Chore (Sister of Spouse) |
Balkrishna Namdeo Salunkhe |
|
| 1. |
Meena Balkrishna Salunkhe (Spouse) |
| 2. |
Sanjay Namdeo Salunkhe (Brother) |
| 3. |
Rajendra Namdeo Salunkhe (Brother) |
| 4. |
Uday Namdeo Salunkhe (Brother) |
| 5. |
Ujwala P. Pawar (Sister) |
| 6. |
Sandeep Venkatesh Prabhu (Brother of Spouse) |
| 7. |
Sakshi Santosh Bandelkar (Sister of Spouse) |
Entities forming part of our Promoter Group: |
|
Sr. No. |
Name of the entities |
Sanjay Namdeo Salunkhe |
|
| 1. |
Net HR Solutions (I) Private Limited |
| 2. |
Net Recruitment Services Private Limited |
| 3. |
Verification Solution Private Limited |
| 4. |
Net Education Entrepreneurship and Leadership Limited |
| 5. |
NET Employment Services Private Limited |
| 6. |
Aptness Education Private Limited (formerly known as Jaro Education
Private Limited) |
| 7. |
Jaro Toppscholars Private Limited |
| 8. |
Jaro Fincap Private Limited |
| 9. |
Global Education Trust |
| 10. |
LNS Trust |
| 11. |
VNS Trust |
| 12. |
Fidelis Management Consultants Private Limited |
| 13. |
Aquamist Realty LLP |
| 14. |
Fidelis Media Management Services LLP |
| 15. |
Media Custodian Services LLP |
Balkrishna Namdeo Salunkhe |
|
| 1. |
NET Employment Services Private Limited |
| 2. |
Aptness Education Private Limited (formerly known as Jaro Education
Private Limited) |
| 3. |
Jaro Toppscholars Private Limited |
Sr. No. |
Name of the entities |
| 4. |
Jaro Fincap Private Limited |
| 5. |
Global Education Trust |
| 6. |
LNS Trust |
| 7. |
VNS Trust |
|