FORM NO.

MGT-7
[Pursuant to sub-Section(1) of section 92 of
Annual Return
the Companies Act, 2013 and sub-rule (1) of
rule 11of the Companies (Management and
Administration) Rules, 2014]

Form language English Hindi

Refer the instruction kit for filing the form.

I. REGISTRATION AND OTHER DETAILS

(i) * Corporate Identification Number (CIN) of the company U74899DL1999PTC099286 Pre-fill

Global Location Number (GLN) of the company

* Permanent Account Number (PAN) of the company AAACI6068D

(ii) (a) Name of the company WILEY INDIA PRIVATE LIMITED.

(b) Registered office address

4435/7
ANSARI ROAD
NEW DELHI
Delhi
110002
India
(c) *e-mail ID of the company svikas@wiley.com

(d) *Telephone number with STD code 01143630040

(e) Website www.wiley.com

(iii) Date of Incorporation 13/04/1999

(iv) Type of the Company Category of the Company Sub-category of the Company

Private Company Company limited by shares Indian Non-Government company

(v) Whether company is having share capital Yes No

(vi) *Whether shares listed on recognized Stock Exchange(s) Yes No

Page 1 of 14
 (vii) *Financial year From date 01/04/2016 (DD/MM/YYYY) To date 31/03/2017 (DD/MM/YYYY)

(viii) *Whether Annual general meeting (AGM) held Yes No

(a) If yes, date of AGM 30/09/2017

(b) Due date of AGM 30/09/2017

(c) Whether any extension for AGM granted Yes No
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities 2

S.No Main Description of Main Activity group Business Description of Business Activity % of turnover
Activity Activity of the
group code Code company
Publishing of Newspapers, Books,
1 J Information and communication J1 78.08
periodicals, etc. activities

2 G Trade G1 Wholesale Trading 21.92

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

(INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given 1 Pre-fill All

S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ % of shares held
Joint Venture

1 Wiley Publishing LLC Holding 100

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

(i) *SHARE CAPITAL

(a) Equity share capital

Particulars Authorised Issued Subscribed

capital capital Paid up capital
capital
Total number of equity shares
3,000,000 2,834,000 2,834,000 2,834,000

Total amount of equity shares (in

30,000,000 28,340,000 28,340,000 28,340,000
Rupees)

Number of classes 1

Class of Shares Authorised

Issued
Subscribed
capital Paid up capital
Equity Share capital capital

Page 2 of 14
Number of equity shares
3,000,000 2,834,000 2,834,000 2,834,000
Nominal value per share (in rupees)
10 10 10 10
Total amount of equity shares (in rupees)
30,000,000 28,340,000 28,340,000 28,340,000

(b) Preference share capital

Particulars Authorised Issued Subscribed
capital capital Paid-up capital
capital
Total number of preference shares
0 0 0 0

Total amount of preference shares

0 0 0 0
(in rupees)

Number of classes 0

Class of shares Issued

Authorised capital Subscribed
Paid up capital
capital capital
Number of preference shares

Nominal value per share (in rupees)

Total amount of preference shares (in rupees)

(c) Unclassified share capital

Particulars Authorised Capital
Total amount of unclassified shares
0

(d) Break-up of paid-up share capital

Number of Total nominal Total Paid-up Total premium
Class of shares amount
shares amount
Equity shares
At the beginning of the year
2,834,000 28,340,000 28,340,000

Increase during the year

0 0 0 0

i. Pubic Issues
0 0 0 0

ii. Rights issue

0 0 0 0

iii. Bonus issue

0 0 0 0

iv. Private Placement/ Preferential allotment

0 0 0 0

v. ESOPs
0 0 0 0

vi. Sweat equity shares allotted

0 0 0 0

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vii. Conversion of Preference share
0 0 0 0

viii. Conversion of Debentures

0 0 0 0

ix. GDRs/ADRs
0 0 0 0

x. Others, specify

Decrease during the year

0 0 0 0
i. Buy-back of shares
0 0 0 0

ii. Shares forfeited

0 0 0 0

iii. Reduction of share capital

0 0 0 0

iv. Others, specify

At the end of the year

2,834,000 28,340,000 28,340,000

Preference shares
At the beginning of the year
0 0 0

Increase during the year

0 0 0 0

i. Issues of shares
0 0 0 0

ii. Re-issue of forfeited shares

0 0 0 0

iii. Others, specify

Decrease during the year

0 0 0 0
i. Redemption of shares
0 0 0 0

ii. Shares forfeited

0 0 0 0
iii. Reduction of share capital
0 0 0 0

iv. Others, specify

At the end of the year

0 0 0

(ii) Details of stock split/consolidation during the year (for each class of shares) 0

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 Class of shares (i) (ii) (iii)

Number of shares
Before split /
Consolidation Face value per share

Number of shares
After split /
Consolidation Face value per share

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case
of the first return at any time since the incorporation of the company) *
Nil
[Details being provided in a CD/Digital Media] Yes No Not Applicable

Separate sheet attached for details of transfers Yes No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital
Media may be shown.

Date of the previous annual general meeting

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Surname middle name first name

Ledger Folio of Transferee

Transferee's Name

Surname middle name first name

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Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Surname middle name first name

Ledger Folio of Transferee

Transferee's Name

Surname middle name first name

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(iv) *Indebtedness including debentures (Outstanding as at the end of financial year)
Particulars Number of units Nominal value per Total value
unit
Non-convertible debentures
0 0 0

Partly convertible debentures

0 0 0

Fully convertible debentures

0 0 0

Secured Loans (including interest

outstanding/accrued but not due for 0
payment) excluding deposits
Unsecured Loans (including interest
outstanding/accrued but not due for 0
payment) excluding deposits
Deposit
0

Total
0

Details of debentures
Class of debentures Outstanding as at Increase during the Decrease during the Outstanding as at
the beginning of the year year the end of the year
year
Non-convertible debentures
0 0 0 0
Partly convertible debentures
0 0 0 0

Fully convertible debentures

0 0 0 0

(v) Securities (other than shares and debentures) 0

Type of Number of Nominal Value of Total Nominal Paid up Value of Total Paid up Value
Securities Securities each Unit Value each Unit

Total

V. *Turnover and net worth of the company (as defined in the Companies Act, 2013)

(i) Turnover 850,076,599

(ii) Net worth of the Company 902,383,991

VI. (a) *SHARE HOLDING PATTERN - Promoters

S. No. Category Equity Preference

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 Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian 0 0 0
(ii) Non-resident Indian (NRI)
0 0 0

(iii) Foreign national (other than NRI) 0 0 0

Government
2.

(i) Central Government

0 0 0

(ii) State Government

0 0 0

(iii) Government companies

0 0 0

Insurance companies
3. 0 0 0

Banks
4. 0 0 0

Financial institutions
5. 0 0 0

Foreign institutional investors

6. 0 0 0

Mutual funds
7. 0 0 0

Venture capital
8. 0 0 0

Body corporate
9. (not mentioned above) 0 0 0

10. Others Foreign Body Corporate 2,834,000 100 0

Total
2,834,000 100 0 0

Total number of shareholders (promoters) 2

(b) *SHARE HOLDING PATTERN - Public/Other than promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian
0 0 0
(ii) Non-resident Indian (NRI)
0 0 0

(iii) Foreign national (other than NRI)

0 0 0

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 Government
2.

(i) Central Government

0 0 0

(ii) State Government

0 0 0

(iii) Government companies

0 0 0

Insurance companies
3. 0 0 0

Banks
4. 0 0 0

Financial institutions
5. 0 0 0

Foreign institutional investors

6. 0 0 0

Mutual funds
7. 0 0 0

Venture capital
8. 0 0 0

Body corporate
9. (not mentioned above) 0 0 0

10. Others 0 0 0

Total
0 0 0 0

Total number of shareholders (other than promoters)

0

Total number of shareholders (Promoters+Public/

Other than promoters) 2

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

(Details, Promoters, Members (other than promoters), Debenture holders)
Details
At the beginning of the year At the end of the year

Promoters
2 2

Members
0 0
(other than promoters)
Debenture holders
0 0

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) *Composition of Board of Directors

Category Number of directors at the Number of directors at the end Percentage of shares held by
beginning of the year of the year directors as at the end of year

Executive Non-executive Executive Non-executive Executive Non-executive

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 A. Promoter
0 2 0 2 0 0
B. Non-Promoter
1 0 1 0 0 0
(i) Non-Independent
1 0 1 0 0 0
(ii) Independent
0 0 0 0 0 0
C. Nominee Directors
representing 0 0 0 0 0 0
(i) Banks & FIs
0 0 0 0 0 0
(ii) Investing institutions
0 0 0 0 0 0
(iii) Government
0 0 0 0 0 0
(iv) Small share holders
0 0 0 0 0 0
(v) Others
0 0 0 0 0 0
Total
1 2 1 2 0 0

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 3

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of equity Date of cessation (after closure of

share(s) held financial year : If any)

Vikas Gupta 00005529 Managing Director 0

MARK JEREMY VARNH 00276414 Director 0 23/05/2017

WENG KWAN LEONG 07610731 Director 0

(ii) Particulars of change in director(s) and Key managerial personnel during the year 2
Name DIN/PAN Designation at the Date of appointment/
Nature of change (Appointment/
beginning / during change in designation/
Change in designation/ Cessation)
the financial year cessation

IAN JEREMY GARRAR 00276414 Director 18/05/2016 Cessation

WENG KWAN LEONG 07610731 Director 14/09/2016 Appointment

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF

DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held 1

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 Total Number of Attendance
Type of meeting Date of meeting Members entitled to
attend meeting
Number of members % of total
attended shareholding

Annual General Meeting 30/09/2016 2 2 100

B. BOARD MEETINGS

*Number of meetings held 5

Total Number of directors Attendance

S. No. Date of meeting associated as on the date
of meeting
Number of directors
attended % of attendance

1 13/05/2016 3 2 66.66666667

2 14/07/2016 2 2 100

3 23/09/2016 3 2 66.66666667

4 25/11/2016 3 2 66.66666667

5 15/03/2017 3 2 66.66666667

C. COMMITTEE MEETINGS

Number of meetings held 2

Attendance
Type of Total Number
S. No.
meeting of Members as
Date of meeting
on the date of Number of members
the meeting attended % of attendance

1 CSR Committe23/09/2016 3 2 66.66666667

2 CSR Committe15/03/2017 3 2 66.66666667

D. *ATTENDANCE OF DIRECTORS

Board Meetings Committee Meetings Whether

attended AGM
Number of Number of held on
S. Name
No. of the director Meetings which Number of % of
Meetings which Number of
% of
director was Meetings director was Meetings
attendance attendance
entitled to attended entitled to attended
30/09/2017
attend attend
(Y/N/NA)

1 Vikas Gupta 5 5 100 2 2 100 No

2 MARK JEREM 5 2 40 2 0 0 No

3 WENG KWAN 3 3 100 2 2 100 No

Page 11 of 14
 X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Nil

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered
1

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 Vikas Gupta Managing Direct 28,425,788 0 0 2,035,793 30,461,581

Total 28,425,788 0 0 2,035,793 30,461,581

Number of CEO, CFO and Company secretary whose remuneration details to be entered 0

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 0

Total

Number of other directors whose remuneration details to be entered 0

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 0

Total

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

* A. Whether the company has made compliances and disclosures in respect of applicable Yes No
provisions of the Companies Act, 2013 during the year

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS Nil

Name of the court/ Name of the Act and

Details of penalty/ Details of appeal (if any)
Name of the concerned Date of Order section under which
punishment including present status
company/ directors/ Authority penalised / punished
officers

(B) DETAILS OF COMPOUNDING OF OFFENCES Nil

Page 12 of 14
 Name of the court/
Name of the concerned Date of Order Name of the Act and
Particulars of Amount of compounding (in
company/ directors/ Authority section under which
offence Rupees)
officers offence committed

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

Yes No

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or
more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name Sunil Kumar Jain

Whether associate or fellow Associate Fellow

Certificate of practice number 4079

I/We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the
Act during the financial year.
(c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in
the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any
securities of the company.
(d) Where the annual return discloses the fact that the number of members, (except in case of a one person company), of the company
exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of
the Act are not to be included in reckoning the number of two hundred.

Declaration

I am Authorised by the Board of Directors of the company vide resolution no. .. 12 dated 27/09/2017
(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder
in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to
the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for
punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director VIKAS Digitally signed by VIKAS GUPTA

DN: c=IN, o=Personal,
pseudonym=7ece101557764ba680eead7310adfe22,
2.5.4.20=c92a5c3cc040ca0dcba317cbe53ba511e25eae49dc65f0ea9
bfe4c515871d245, postalCode=110007, st=Delhi,
2.5.4.45=034100303335376339616632393630623666336161633134
30633531653062333337356433623734633632616366313536656635

GUPTA
643332623434643863343261616539,
serialNumber=5c514ef8fc65a24d72dd1bb8be2f72371607b86add776f
1029f7a3ab6f96249a, cn=VIKAS GUPTA
Date: 2017.11.28 16:33:43 +05'30'

DIN of the director 00005529

SUNIL Digitally signed by SUNIL KUMAR JAIN

DN: c=IN, o=Personal,

To be digitally signed by KUMAR

2.5.4.20=742226fe7b519e622c71b88d89
5a8058dc001cb7b2987d1373d25acecfd4
c454, postalCode=110007, st=DELHI,
serialNumber=2f73b84ba2464a0ba79d68
8c11883ebbd6f40846e7c2b965388984def

JAIN 40e80f1, cn=SUNIL KUMAR JAIN

Date: 2017.11.28 16:46:39 +05'30'

Page 13 of 14
 Company Secretary

Company secretary in practice

Membership number 4089 Certificate of practice number 4079

Attachments List of attachments

1. List of share holders, debenture holders Attach MGT-8-Wiley.pdf

2. Approval letter for extension of AGM; Attach

3. Copy of MGT-8; Attach

4. Optional Attachement(s), if any Attach

Remove attachment

Modify Check Form Prescrutiny Submit

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on
the basis of statement of correctness given by the company

Page 14 of 14