Mar 31, 2016
Directors'' Report
To the Members,
The Directors present you the 23rd Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2016.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2016 are as follows:
Financial Highlights: Amt in (Rs.)
Particulars |
2015-16 |
2014-15 |
Total Revenue |
363,422,763.00 |
126,321,178.00 |
Total Expense |
329,572,410.59 |
124,696,031.00 |
Profit Before Tax |
33,850,352.41 |
1,625,147.00 |
Less: Taxation |
|
|
Current Tax |
10,860,084.00 |
656,646.00 |
Deferred Tax |
34,853.00 |
62,148.00 |
Profit After Tax |
23,025,121.41 |
1,030,649.00 |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the 2015-16 is Rs. 36,34,22,763.00/- as against Rs.1,26,321,178.00/- in the previous year. The Net Profit before tax stood at Rs. 3,38,50,352.41/- as against Rs. 1,625,147.00/- in the previous year. The Profit after Tax is Rs. 2,30,25,121.41/- as against Rs. 1,030,649.00/- in the previous year.
3. DIVIDEND
Due to future financial requirements, profit has been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2016.
4. CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENT
Dr. Piyush Gupta and Ms. Nidhi Madura were appointed as Additional Non-Executive, Independent Director w.e.f 02nd April, 2016 who hold office up to the date of ensuing Annual General meeting of company and being eligible to offer their candidature for appointment as directors. Apart from this, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2016.
Dr. Girraj Kishore Varshney appointed as Managing Director in place of Mr. Neeraj Kaushik w.e.f. 21st May, 2015 subject to shareholders approval and got shareholders approval in 22nd AGM held on 18th September, 2015 and Mr. Neeraj Kaushik who was earlier Managing Director of the company
Mr. Indrajeet Goyal was appointed as a Whole Time Director of the company w.e.f. 21st May, 2015 in place of Mr. Prakash Chand Goyal who resigned from the post of Key Managerial Personnel, got the approval of shareholders in 22nd Annual General Meeting held on 18th September, 2015.
Ms. Neha Bhasin was appointed as a Company Secretary of the company w.e.f. 21st May, 2015 in place of Ms. Preeti Sharma who resigned from the post of Company Secretary w.e.f. 21st May, 2015.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Sirshendu Sinha Chaudhury, was appointed as Chief Executive Officer (CEO) of the company w.e.f. 14th August, 2015.
Dr. Harish Srivastava was appointed as Independent Director seeks approval for re-appointment has not been re-appointed by the shareholder in 22nd Annual General Meeting held on 18th September, 2015.
Ms. Minu Thommen who was appointed as non- executive director of the company becomes executive director w.e.f. 01st January, 2016 but due to unavoidable circumstances she resigned from the post of directorship on 31st March, 2016 .The Board placed on record of its appreciation for the valuable support rendered during her tenure.
In accordance with the provisions of Section 149 of the Companies Act, 2013 and Articles of Association of the Company, your Board of Directors are seeking the appointment of Mr. Girraj Kishore Varshney, who is retiring by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 2013, as Director.
The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integral part of this report.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
All the transactions done with related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Act and Listing Agreement.
There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company.
In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report. Annexure-2
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2015-2016, 7 (Seven) meetings of the Board of Directors were held:
1. |
May 21, 2015 |
2. |
June 16, 2015 |
3. |
August 14, 2015 |
4. |
November 06, 2015 |
5. |
December 21, 2015 |
6. |
February 13, 2016 |
7. |
March 31, 2016 |
|
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:
- In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;
- They 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 state of affairs of the company as at 31st March, 2016 and of the profit and loss of the company for that period;
- They 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;
- They have prepared the annual accounts on a going concern basis;
- They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
- They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. STATUTORY AUDITOR
M/s AMRG & Associates., Chartered Accountants (Firm Registration No. 004453N) has been appointed as Statutory Auditors of the Company due to the resignation of existing auditor M/s PVR-N & Co., Chartered Accountants ( subject to shareholders approval in ensuing 23rd Annual General Meeting of the Company to be held on August 24, 2016, to hold the office from 23rd Annual General Meeting for term of consecutive five years till conclusion of the 28th Annual General Meeting, subject to the ratification of shareholders at every Annual General Meeting.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Rajni Miglani, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2015-2016. The Report of Secretarial Auditor (Form MR-3) for the FY 2015-2016 is annexed to the report as Annexure-3.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company''s operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company''s internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of Listing Agreement) so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
19. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Director''s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-4)
20. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
22. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)
- Audit Committee :
The Audit Committee consists of the following members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Kanhaiya Tripathi
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.
- Nomination and Remuneration Committee :
The Nomination and Remuneration Committee consists of the following members as on date
a. Dr. Rahul Misra
b. Ms. Nidhi Madura
c. Dr. Kanhaiya Tripathi
The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.
- Stakeholders'' Relationship Committee :
The Stakeholders'' Relationship Committee consists of the following members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Kanhaiya Tripathi
The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into redressal of shareholders''/ investors'' complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be specifically delegated to the Committee by the Board from time to time.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co- employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.virtualeducation.in
24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors'' Report and forms part of this report.
The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-5.
25. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
26. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2015-16 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company do not involve in any manufacturing or processing activities, the particulars as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable.
Further there was no Foreign Exchange earnings and outgo during the Financial Year 2015-2016.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.
29. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn''t have any subsidiary, joint venture or associate Company.
30. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company''s structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.
31. LISTING OF SHARES
Your Company''s shares are listed and are being traded on the BSE Limited.
32. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review.
CAUTIONARY NOTE
Certain statements in the ''Management Discussion and Analysis'' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company''s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company''s financial statements and notes on accounts.
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.
For and on behalf of the Board
Virtual Global Education Limited
Girraj Kishore Varshney
Chairman & Managing Director
DIN:07151639
Date: 18th July, 2016
Place: New Delhi
Mar 31, 2015
The Directors present you the 22nd Annual Report of your Company and
the Audited Accounts for the financial year ended 31st March 2015.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company, for the
financial year ended March 31, 2015 are as follows:
Financial Highlights: Amt in (Rs.)
Particulars 2014-15 2013-14
Total Revenue 1,26,321,178.00 93,544,340.42
Total Expense 1,24,696,031.00 92,294,929.63
Profit Before Tax 1,625,147.00 1,249,410.79
Less: Taxation
Current Tax 6,56,646.00 3,81,000.00
Deferred Tax - 9,572.00
Profit After Tax 9,68,501.00 858,838.79
2. RESULTS OF OPERATIONS
The total revenue of your Company for the 2014-15 is
Rs.1,26,321,178.00/- as against Rs. 93,544,340.42/- in the previous
year. The Net Profit before tax stood at Rs. 1,625,147.00/- as against
Rs.1,249,410.79/- in the previous year. The Profit after Tax is Rs.
9,68,501.00/- as against Rs. 858,838.79/- in the previous year.
3. DIVIDEND
Due to future financial requirements, profit has been deployed back to
the Reserve & Surplus, and the Directors have not recommend any
dividend for the period ended March 31, 2015.
4. CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of the
Company.
5. MATERIAL CHANGES AND COMMITMENT
Dr. Girraj Kishore Varshney was appointed as a Managing Director and
Mr. Indrajeet Goyal was appointed as a Whole Time Director of the
company w.e.f. 21st May, 2015 in place of Mr. Neeraj Kaushik and Mr.
Praksh Chand Goyal who resigned from the post of Key Managerial
Personnel. Ms. Neha Bhasin was appointed as a Company Secretary of the
company w.e.f. 21st May, 2015 in place of Ms. Preeti Sharma who
resigned from the post of Company Secretary w.e.f. 21st May, 2015.
Apart from this, there are no material changes and commitments
affecting the financial position of the Company occurred between the
end of the financial year to which this financial statements relate on
the date of this report.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2015.
Mr. Rajesh Kumar Gupta has resigned as a Director of the Company w.e.f.
25th April, 2014 due to some unavoidable circumstance. The Board places
on record its appreciation for the valuable guidance and services
rendered during his tenure.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company Dr. Rahul Misra and Dr.
Harish Srivastava were appointed as Additional Director designated as
Independent Director w.e.f. 25th April, 2014 and they shall hold office
up to the date of the ensuing Annual General Meeting.
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Prem Gupta, Director of the Company retires by rotation at the ensuing
Annual General Meeting. Mr. Prem Gupta has expressed his intention not
to seek re-election as a Director of the Company.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company Ms. Dipti Pandey was
appointed as an Additional Director of the company w.e.f. 30th
September, 2014 and resigned w.e.f. 30th March, 2015.The Board placed
on record of its appreciation for the valuable support rendered during
her tenure.
Pursuant to the provisions of Section 203 of the Companies Act, 2013
Mr. Ashok Dubey, was appointed as a Chief Financial Officer of the
company w.e.f. 30th September, 2014.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company Dr. Kanhaiya Tripathi
was appointed as an Additional Director designated as an Independent
Director w.e.f. 07th January, 2015.
Dr. Girraj Kishore Varshney and Ms. Minu Thomen were appointed as an
Additional Director of the company w.e.f. 30th March, 2015. Mr. Umesh
Bhatt and Ms. Dipti Pandey have resigned from the post of Additional
Director of the company w.e.f. 30th March, 2015 due to some unavoidable
circumstance.
Mr. Pradeep Dutta resigned from the post of Chief Executive officer of
the company w.e.f. 30.03.2015.
In accordance with the provisions of Section 149 of the Companies Act,
2013, your Board of Directors are seeking the appointment of Mr. Neeraj
Kaushik, who is retiring by rotation at the ensuing Annual General
Meeting under the erstwhile applicable provisions of Companies Act,
2013, as Director.
The brief resume of the aforesaid directors and other information have
been detailed in the Corporate Governance Section of this report
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section
92(3) of The Companies Act, 2013 read with Rule 12 of the Companies
(Management and administration) Rules, 2014 in the prescribed Form MGT-
9 is furnished in Annexure 1 and forms an integral part of this report.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.
All the transactions done with related parties for the year under
review were on arm's length basis and are in compliance with the
applicable provisions of the Act and Listing Agreement.
There are no material significant related party transactions made by
the Company with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict with the interest of the Company at
large. Transactions with related parties entered by the Company in the
normal course of business are periodically placed before the Audit
Committee of the Company for its approval. The particulars of contracts
entered during the year are shown in the prescribed Form AOC-2 which is
enclosed as Annexure-2.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2014-2015, 7 (Seven) meetings of the Board of
Directors were held:
1. April 25, 2014 2. August 13, 2014
3. September 30, 2014 4. November 11, 2014
5. January 07, 2015 6. February 10, 2015
7. March 30, 2015
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the Directors
hereby confirm that:
- In the preparation of the annual accounts for the year ended 31st
march, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed along with
proper explanation relating to material departures;
- They 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 state of affairs of
the company as at 31st March, 2015 and of the profit and loss of the
company for that period;
- They 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;
- They have prepared the annual accounts on a going concern basis;
- They have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; and
- They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
12. STATUTORY AUDITOR
M/s PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N)
have been appointed as the Statutory Auditors of the Company in the
22nd Annual General Meeting of the Company held on September 22, 2014,
to hold the office till the conclusion of 24th Annual General Meeting
of the Company, subject to the ratification of shareholders at every
Annual General Meeting.
Further, the ratification in respect with the appointment of M/s PVR-N
& Co., Chartered Accountants as the Statutory Auditors of the Company
is proposed for the ratification of shareholders in the Notice of 22nd
Annual General Meeting of the Company.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed Ms. Achita Sobti, a Practicing Company Secretary as its
Secretarial Auditor to conduct the Secretarial Audit of the Company for
FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY
2014-2015 is annexed to the report as Annexure-3.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications, reservations or adverse remarks made
either by the Statutory Auditors or by the Practicing Company Secretary
in their respective reports.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company.
The Audit Committee and the Board of Directors of the Company review
the risks, if any involved in the Company from time to time, and take
appropriate measures to minimize the same. The Audit Committee ensures
that the Policy for Risk Management is adopted across the Company in an
inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators,
Courts or Tribunals impacting the going concern status and Company's
operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive
programme of internal audit by an independent professional agency and
periodically reviewed by the Audit Committee and Board of Directors.
The internal control system is designed to ensure that all financial
and other records are reliable for preparing financial statements,
other data and for maintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 and clause 49 of the listing agreement so as
to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on
Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a
director and other matters as provided under Section 178(3) of the
Companies Act, 2013. The Policy is enclosed as a part of this report in
compliance with Section 134(3) of the Companies Act, 2013.
(Annexure-4)
20. PERFORMANCE EVALUATION OF THE BOARD
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its Committees and individual
Directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the director being evaluated. The
evaluation of all the Directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
Report and forms part of this report However, the actual evaluation
process shall remain confidential and shall be a constructive mechanism
to improve the effectiveness of the Board/ Committee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
22. BOARD COMMITTEES ( COMPOSITION AND HIGHLIGHTS OF DUTIES AND
RESPONSIBILITIES) Audit Committee
The Audit Committee consists of the following members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Harish Shrivastava
The powers, role and terms of reference of the Audit Committee covers
the areas as contemplated under Clause 49 of the Listing Agreement and
Section 177 of the Companies Act, 2013 and such other functions as may
be specifically delegated to the Committee by the Board from time to
time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following
members
a. Dr. Rahul Misra
b. Mr. Umesh Bhat
c. Dr Harish Shrivastava
The powers, role and terms of reference of the Nomination and
Remuneration Committee covers the areas as contemplated under Clause 49
of the Listing Agreement and Section 178 of the Companies Act, 2013,
besides other terms as may be referred by the Board of Directors.
Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee consists of the following
members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Harish Shrivastava
The Committee, inter-alia, reviews issue of duplicate certificates and
oversees and reviews all matters connected with the Company's transfers
of securities. It looks into redressal of shareholders'/investors'
complaints related to transfer of shares; non-receipt of balance sheet,
non-receipt of declared dividends etc. and such other functions as may
be specifically delegated to the Committee by the Board from time to
time.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/ Whistle Blower Policy
and overseas through the committee, the genuine concerns expressed by
the employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access
to the chairman of the Audit Committee on reporting issues concerning
the interests of co employees and the Company. The Whistle Blower
policy as approved by the Board has been uploaded on the website of the
Company i.e. www.virtualeducation.in
24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
employees are set out in the annexure to the Directors' Report and
forms part of this report. In terms of the provisions of Section 136(1)
of the Companies Act, 2013, the Directors' Report is being sent to the
shareholders without this annexure. Shareholders interested in
obtaining a copy of the annexure may write to the Company Secretary at
the Company's registered office.
The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are forming part
of this report as Annexure-5.
25. SHARES
a. BUY BACK OF SECURITIES : The Company has not bought back any of its
securities during the year under review.
b. SWEAT EQUITY : The Company has not issued any Sweat Equity Shares
during the year under review.
c. BONUS SHARES : No Bonus Shares were issued during the year under
review.
d. EMPLOYEES STOCK OPTION PLAN : The Company has not provided any
Stock Option Scheme to the employees.
26. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year
2014-15 and, as such, no amount of principal and interest was
outstanding as on Balance Sheet date.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under Section 217(1)(e) of the Act read
with Companies' (Disclosures of Particulars in the Report of the Board
of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2014-2015.
28. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to
business and economic environment surrounding your company is enclosed
as a part of the Annual Report.
29. SEXUAL HARASSMENT POLICY:
In order to prevent sexual harassment of women at work place, a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013.
Under the said Act, every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
Company is in progress to adopt a policy for prevention of Sexual
Harassment of Women at workplace and top tier of the management has
been entrusted with the responsibility to set up Committee for
implementation of said policy. During the year there were no instances
and complaint of harassment against the Company.
30. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary, joint venture or associate
Company.
31. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set by
the Regulators/ applicable laws. Our focus on corporate governance,
where investor and public confidence in companies is no longer based
strictly on financial performance or products and services but on a
company's structure, its Board of Directors, its policies and
guidelines, its culture and the behavior of not only its officers and
directors, but also all of its employees.
Our approach is proactive, starting with our Leadership Team. It is
also deeply ingrained in our corporate culture, guiding how we work and
how we do business.
We continually discuss bylaws and governance practices, changing our
policies when necessary and pointing out areas where we need to improve
our performance. We also compare our practices to the criteria used by
outside organizations to evaluate corporate performance.
A separate section on Corporate Governance standards followed by the
Company, as stipulated under Clause 49 of the Listing Agreement with
the stock exchange is enclosed as an Annexure to this report. The
report on Corporate Governance also contains certain disclosures
required under the Companies Act, 2013.
A requisite certificate from the Statutory Auditors of the Company, M/s
PVR ÂN & Co., Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
clause 49, is attached to the Corporate Governance Report.
32. LISTING OF SHARES
Your Company's shares are listed and are being traded on the Bombay
Stock Exchange of India Limited & applied for listing of shares in
National Stock Exchange Limited. The Listing Fees for the financial
year 2015- 16 has been paid.
33. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of
loan to any of the financial institutions and /or banks during the
period under review.
CAUTIONARY NOTE
Certain statements in the 'Management Discussion and Analysis' section
may be forward-looking and are stated as required by applicable laws
and regulations. Many factors may affect the actual results, which
would be different from what the Directors envisage in terms of the
future performance and outlook. Investors are cautioned that this
discussion contains forward looking statement that involve risks and
uncertainties including, but not limited to, risks inherent in the
Company's growth strategy, dependence on certain businesses, dependence
on availability of qualified and trained manpower and other factors
discussed. The discussion and analysis should be read in conjunction
with the Company's financial statements and notes on accounts.
APPRECIATION
Your Directors wish to place on record their appreciation for the
contribution made by employees at all levels to the continued growth
and prosperity of your Company. Your Directors also wish to place on
record their appreciation to the bankers, financial institutions,
shareholders, dealers and customers for their continued support,
assistance, without this appreciable support it not possible for the
company to stands in competitive market, therefore company seeks this
support in future too.
For and on behalf of the Board
Dr. Harish Shrivastava
Chairman
DIN : 01299101
Date : 14th August, 2015
Place : New Delhi
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 21st Annual Report on
business and operations of your Company along with the audited
financial statements for the year ended 31st March 2014.
Particulars Year ended Year ended
March 31, 2014 March 31, 2013
Total Income 93,544,340 83,060,396
Less: Total Expenditure (92,294,929) (82,239,248)
Profit/(Loss) Before Tax 1,249,410 821,147
Current Tax (381,000) 253,734
Deferred Tax (9,572) -
Net Profit/(Loss) 858,838 567,413
Dividends & Appropriations
In order to strengthen the business of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
Public Deposits
The Company has not invited/accepted any public deposits under Section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2014.
Directors
Mr. Rajesh Kumar Gupta has resigned as a Director of the Company w.e.f.
25th April, 2014 due to some unavoidable circumstances. The Board
places on record its appreciation for the valuable guidance and
services rendered during his tenure.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Umesh Bhat was
appointed as an Additional Director designated as an Independent
Director w.e.f. 11th February, 2014, and Dr. Rahul Misra and Dr. Harish
Shrivastava were appointed as Additional Director designated as
Independent Director w.e.f. 25th April, 2014 and they shall hold office
up to the date of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Prem Gupta, Director of the Company retires by rotation at the ensuing
Annual General Meeting. Mr. Prem Gupta has expressed his intention not
to seek re-election as a Director of the Company. Profile of all these
Directors has been given in the Explanatory Statement to the Notice of
the ensuing Annual General Meeting of the Company.
Registered office
During the year the company has shifted its registered office from
2936/43, Saraswati Marg, Karol Bagh, New Delhi-110005 to 104, Palco
House, 2162/ T-10, Main Patel Road, New Delhi-110008.
Chief Executive Officer
During the year, Mr. Pradeep Dutta was appointed as Chief Executive
Officer of the Company in place of Mr. N.P. Amoli. Mr. Pradeep Dutta
has prepared more than 100 techno economic feasibility study for Hotel
Industry, Hotel and Catering Institute, Cement Industry, Automobile and
Ancillary Industry, Steel Plant together with Captive Plant, etc.
Disclosure under Section 217(1) (d) of the Companies Act, 1956
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under Section 217(1)(e) of the Act read
with Companies'' (Disclosures of Particulars in the Report of the Board
of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2013-2014.
Particulars of Employees
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and hence no particulars are required to be
disclosed in this Report.
Directors'' Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
hereby confirmed:
(a) that in preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) that we 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 state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year;
(c) that we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that we have prepared the annual accounts on a going concern basis.
Auditors and Auditor''s Report
M/s PVR-N & Co, Chartered Accountants, (Firm Registration No. 004062N),
are proposed to be appointed as Auditors of the Company from the
conclusion of the ensuing 21st Annual General Meeting till the
conclusion of the 24th Annual General Meeting of the Company held
thereafter, subject to ratification of the appointment by the members
at every AGM held after the ensuing AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s PVR-N & Co, to such appointment
and also a certificate to the effect that their appointment, if made,
would be in accordance with Section 139(1) of the Companies Act, 2013
and the rules made there under, as may be applicable.
The Observations of the Statutory Auditors in their report read
together with the Notes on Accounts are self explanatory and therefore,
do not call for any further explanation.
Report on Corporate Governance
The Company endeavors to attain highest values of Corporate Standards.
The Company has adhered to the requirements set out by the Securities
and Exchange Board of India''s Corporate Governance Practices and has
implemented all the stipulations prescribed, in the Clause 49 of the
Listing Agreement with Stock Exchanges. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
A requisite certificate from the Statutory Auditors of the Company, M/s
PVR -N & Co., Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
clause 49, is attached to the Corporate Governance Report.
Management Discussion & Analysis Report
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
Listing of Shares
The Securities of the Company are listed on Bombay Stock Exchange. The
Annual Listing fee has been paid for the Financial Year 2013-14.
Corporate Social Responsibility
The Company believes that business success is not an end in itself,
rather it is a means to achieve higher socio-economic goals. To ensure
inclusive growth and to impact society in a positive way, the Company
has made in the community welfare initiatives through promoting
education and various training programmers with a dream to satisfy the
educational requirements of every eager learner across the globe. It is
an integral part of the way the Company conducts its business.
Acknowledgements
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, Clients, Banks, Central and
State Governments, the Company''s valued investors and all other
business partners for their continued co-operation and excellent
support received during the year. Your Directors recognize and
appreciate the efforts and hard work of all the employees of the
Company and their continued contribution to its growth.
For & on behalf of the Board of Directors
M/s Virtual Global Education Limited
Sd/-
Neeraj Kaushik
Managing Director
Registered Office:
104, Palco House, 2162/T-10,
Main Patel Road, New Delhi-110008
Place: New Delhi
Date: 13.08.2014
Mar 31, 2012
Dear Shareholders,
The Directors have immense pleasure in presenting their 19th Annual
Report on business and operations of the Company together with the
Audited Statement of Accounts for the Financial Year ended on 31st
March, 2012.
Financial Results
Particulars Year ended Year ended
March 31, 2012 March 31, 2011
Total Income 97,619,827 78,924,700
Less: Total Expenditure 94,905,650 78,418,198
Profit/(Loss) Before Tax 2,714,177 506,502
Less: Provision for Taxes
Current Tax 838,268 147,015
Net Profit / (Loss) 1,875,909 359,487
Dividend
In order to strengthen the business of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
Public Deposits
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2012.
Change in the name of the Company
As the management foresee the business prospects and long-term growth
of the Company, it has been considered appropriate by them to change
the name of the Company by obtaining necessary approvals to make the
name of the Company in consonance with the present business activity.
Accordingly, the name of the Company has been changed to Virtual Global
Education Limited w.e.f. 11th August, 2011.
The Shareholders are requested to take note of the same and make future
communications with the new name of the Company.
Directors
In pursuant to Section 256 of the Companies Act, 1956 read with
Articles of Association of the Company, Mr. Prem Gupta, Director of the
Company, retires by rotation at the ensuing Annual General Meeting and,
being eligible, offer himself for re-appointment.
Brief resume of the Director proposed to be re - appointed and other
details as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are provided in the Notice for convening the Annual
General Meeting.
Disclosure under Section 217(1) (d) of the Companies Act, 1956
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under Section 2i7(i)(e) of the Act read
with Companies' (Disclosures of Particulars in the Report of the
Board of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2011-2012.
Particulars of Employees
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 2i7(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and hence no particulars are required to be
disclosed in this Report.
Directors' Responsibility Statement
In the terms of provision of Section 2i7(2AA) of the Companies Act,
1956, your Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanations relating to
material departures wherever applicable;
b. We 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 state o affairs of
the company as at 31st March, 2012, and of the Profits of the Company
for the year ended on that date;
c. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets o the company and for
preventing and detecting fraud and other irregularities; and
d. We have prepared the annual accounts on a going concern basis.
Statutory Auditors
M/s PVR-N & Co., Chartered Accountants, Statutory Auditors hold office
until the conclusion of the forthcoming Annual General Meeting and are
eligible for re-appointment. The Certificate from the Auditors has been
received to the effect that their re-appointment, if made, would be
within the limits prescribed under Section 224(iB) of the Companies
Act, 1956 and they are not disquali le for re-appointment within the
meaning of Section 226 of the said Act.
Auditors' Report
The observations of the Auditors in their report read together with
notes of Accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.
Management Discussion & Analysis Report
The Management Discussion & Analysis Report as required under Clause 49
of the Listing Agreement with the Stock Exchanges forms the part of
this Report.
Corporate Governance Report
The Company has adopted the best Corporate Governance Practices setting
out the standards m order to conduct the business of the Company with
highest level of integrity and transparency. A detailed report on
Corporate Governance prepared in accordance with the Clause 49 of the
Listing Agreement, forms the part of this Report.
A requisite certificate from the Statutory Auditors of the Company, PVR
-N & Co., Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
clause 49, is attached to the Corporate Governance Report.
Listing
The Securities of the Company are listed on Delhi Stock Exchange and
Madras Stock Exchange. Corporate Social Responsibility
The Company believes that business success is not an end in itself;
rather it is a means to achieve higher socio-economic goals. To ensure
inclusive growth and to impact society in a positive way, the Company
has made in the community welfare initiatives through promoting
education and various training programmes with a dream, to satisfy the
educational requirements of every eager learner across the globe.
Acknowledgement
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory
Bodies, stakeholders including Financial Institutions, Distributors,
various other Government Departments and its valued business associates
who have extended their valuable sustained support and encouragement
during the year.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all
executives, officers and staff at all levels to the Company. We look
forward to your continued support in the future.
By orders of the Board of Directors of
Virtual Global Education Limited
Place: New Delhi
Date: 14/05/2012 Sd/-
Neeraj Kaushik
Chairman
Mar 31, 2011
The Members,
The Directors have immense pleasure in presenting the 18th Annual
Report of your Company together with the Audited Statement of Accounts
for the Financial Year ended on 31st March, 2011.
Financial Results:
Particulars Year ended Year ended
March 31, 2011 March 31, 2010
"Total Income " 78,924,700 45,947,492
Less: Total expenditure 78,418,198 45,552,164
Profit/(Loss) Before Tax 506,502 395,328
Less: Provision for Taxes
Current Tax 147,015 122,156
"Net Profit/(Loss) 359,487 273,172
Dividend:
In order to strengthen the business of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
Public Deposits:
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2011.
Directors:
In accordance with the provisions of Companies Act, 1956 and Articles
of Association of the Company, Mr. Pradeep Dutta, Director of the
Company, retires by rotation at the ensuing Annual General Meeting and
being eligible, seeks re-appointment.
Your Company has received notices in writing proposing candidature of
Mr. R. K. Gupta and Mr. Siddharth Gupta along with the requisite
deposit pursuant to the provisions of Section 257 of the Companies Act,
1956.
The Board recommends their appointment in the ensuing Annual General
Meeting.
Brief details of the Directors seeking appointment/re - appointment as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is enclosed as annexure to Directors' Report.
Disclosure under Section 217(1) (d) of the Companies Act, 1956:
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under Section 217(l)(e) of the Act read
with Companies' (Disclosures of Particulars in the Report of the Board
of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2010-2011.
Particulars of Employees:
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975and hence no particulars are required to be
disclosed in this Report.
Directors' Responsibility Statement:
In the terms of provision of Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures wherever applicable;
b. We 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 state of affairs of
the company as at 31st March, 2011, and of the Profits of the Company
for the year ended on that date;
c. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
d. We have prepared the annual accounts on a 'going concern' basis.
Auditors and Auditors' Report:
' M/s PVR-N & Co., Chartered Accountants, will retire as Statutory
Auditors of the Company at the conclusion of the ensuing Annual General
Meeting and being eligible offers themselves for re- appointment.
The Company has received a certificate from the Auditors to the effect
that their appointment if made would be in the limits prescribed under
Section 224 (IB) of the Companies Act, 1956.
The observations of the Auditors in their report read together with
notes of Accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.
Corporate Governance Report:
The Company has adopted the best Corporate Governance Practices setting
out the standards in order to conduct the business of the Company with
highest level of integrity and transparency. A detailed report on
Corporate Governance prepared in accordance with the Clause 49 of the
Listing Agreement forms part of the Annual Report.
A certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as stipulated
under clause 49 is given in the annexure hereto.
Listing:
Presently, the Securities of the Company are listed on Delhi Stock
Exchange and Madras Stock Exchange. The Management wish to get the
Shares listed on National Stock Exchange and Bombay Stock Exchange in
the near future.
Acknowledgement:
Your Directors wish to place on record their gratitude to the Bankers,
Shareholders, Stock Exchanges SEBI, Registrar of Companies, various
other Government Departments and its valued business associates for
their continuous support and co-operation extended at all levels Your
Directors also acknowledge the constructive suggestions received from
Statutory Auditors.
Your Directors would also like to take this opportunity to express
their appreciation for hard work and the unstinting efforts by the
employees of the Company and look forward for their continued support
in future.
By order of the Board of Directors
of BLS Global Education Limited
Place: New Delhi
Date: 05/07/2011
Sd/-
Honey Gupta
Company Secretary
Mar 31, 2010
The Members,
The directors have pleasure in presenting their 17th Annual Report
together with the Audited Statement of Accounts for the year ended on
31st March, 2010.
1. Financial Results:
Particulars Year Ended Year Ended
(31-03-2010) (31-03-2009)
Total Income 45,947,492 8,694,000
Less: Total Expenditure 45,552,164 8,236,249
Profit/(Loss) Before Tax 395,328 457,751
Less: Provision for Taxes
Current Tax 122,156 141,445
Fringe Benefit Tax _ 10174
122,156 1,51,619
Net Profit/(Loss) 273,172 3,06,132
2. Operations:
The Management expanded the line of business of the Company to provide
the services of Education in various fields across the globe, as the
recession in the IT sector affected the profitability of the Company
adversely.
3. Dividend:
In order to strengthen the business of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
4. Public Deposits:
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2010 and section 45-I(bb) of the Reserve Bank of India Act, 1934
during the year.
5. Directors:
Mr. Sushil Aggarwal and Mr. Gajanand Gupta was appointed as additional
Directors w.e.f. 30th October, 2009 and due to some pre - occupations
they resigned from Directorships w.e.f. 24th February, 2010. Mr.
jayanta Das, Director of the Company retired from the Company at the
16th Annual General Meeting held on 30th September, 2009. In accordance
with the provisions of Companies Act, 1956 and Articles of Association
of the Company, Mr. Prem Gupta, Director of the Company, retires by
rotation and being eligible, seeks re-appointment. Your Directors
recommend his re- appointment.
Brief details of the Directors seeking appointment/re - appointment as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is enclosed as annexure to Directors' Report.
6. Particulars of Employees u/s 217(2A) of the Companies Act, 1956:
None of the employees of the Company has drawn salary in excess of the
limits prescribed in the said section of Companies Act, 1956 read with
Companies (Particular of Employees) Rules, 1975 and hence no
particulars are being provided.
7. Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, and to the best of their knowledge and as per the
information and explanations furnished to them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors' Report thereon, your Directors confirm:
a) That in the preparation of Annual Accounts for the Financial Year
2009-2010, the applicable Accounting Standards have been followed along
with proper explanation relating to the material departures.
b) That the Directors have selected such Accounting Policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as 31st March, 2010 and of the profit of the
Company for the financial year ended on that date.
c) That 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 or other irregularities.
d) That the Directors have prepared the Annual Accounts on a going
concern basis.
8. Auditors Report:
The Report of Auditors' on Annual Accounts of the Company for the year
ended on 31s' March, 2010 is self explanatory. Hence, do not require
any further explanation/clarification.
9. Re - Appointment of Auditors:
M/s PVRN & Co., CHARTERED ACCOUNTANTS, retire at the conclusion of the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment. The Company has received a certificate
from them pursuant to section 224(1 B) confirming their eligibility for
re-appointment. Yours Directors, recommend their re- appointment.
10. Conservation of energy, technology absorption & foreign exchange
earnings and outgo:
The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 as required under section 217(1) (e) are not
applicable to our industry, hence no statement for disclosure has been
made. There was no foreign exchange earnings and outgo during the year
under review.
11. Industrial Relations:
The Industrial Relations during the year remained harmonious and
cordial. The Directors express their sincere appreciation for the
excellent team work and unstinting efforts of the employees of the
Company.
12. Corpoiate Governance Report:
The Company has adopted the best Corporate Governance Policies and
Code, which has set out the systems, process and policies, to give a
clear and transparent view to the stakeholders of the Company. A
detailed report on Corporate Governance prepared in accordance with the
Clause 49 of the Listing Agreement forms part of the Annual Report.
A certificate from the Auditors of the Company regarding compliance
with the conditions of Corporate Governance as stipulated under clause
49 is given in the annexure hereto.
13. Listing Status :
Presently, the Securities of the Company are listed on Delhi Stock
Exchange and Madras Stock Exchange. The Management wish to get the
Shares listed on National Stock Exchange and Bombay Stock Exchange in
the near future. The Annual Listing Fee has been paid up to date till
31st March, 2011.
14. Acknowledgement:
Your Directors wish to place on record their gratitude to the Bankers,
Shareholders, Stock Exchanges SEBI, Registrar of Companies, various
other Government Departments and its valued business associates for
their continuous support and co-operation extended by them. Your
Directors also acknowledge the constructive suggestions received from
Statutory Auditors.
By order of the Board of Directors of
BLS Global Education Limited
Sd/-
(Neeraj Kaushik)
Place: New Delhi Chairman
Date: 4th September, 2010
Mar 31, 2009
The Members,
The directors have pleasure in presenting their 16th Annual Report
together with the Audited Statement of Accounts for the year ended on
31 st March, 2009.
1. Financial Results:
Particulars : Year Ended Year Ended
(31-03-2009) (31-03-2008)
Total Income 8,694,000 50,047,265
Less: Total Expenditure 8,236.249 49.995,222
Profit/(Loss) Before Tax 457,751 52,043
Less: Provision for Taxes
Current Tax 141.445 26,318
Fringe Benefit Tax 10,174 13,260
1,51,619 39,578
Net Profit/(Loss) 3,06,132 12,465
2. Operations:
The global recession in the IT sector affected the turnover as well as
profitability of the Company. So, the Management has decided to expand
the line of business of the Company to provide the services of
Education in various fields across the globe.
3. Dividend:
As the Company does not have sufficient profits for the distribution of
dividend so your Directors express their inability to declare any
dividend for the year 2008-2009.
4. Public Deposits:
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2009.
5. Directors:
In accordance with the provisions of Companies Act, 1956 and Articles
of Association of the Company, Sh. Jayanta Das, Director of the Company
who retires by the rotation being eligible offer himself for re
appointment.
6. Particulars Of Employees u/s 217(2A) of the Companies Act, 1956:
None of the employees of the Company has drawn salary in excess of the
limits prescribed in the said section of Companies Act, 1956 read with
Companies (Particular of Employees) Rules, 1975 and hence no
particulars are being provided.
7. Directors Responsibility Statement:
Pursuant to requirement under Section 217(2AA) of the Companies
(Amendment) Act, 2000 with respect to Directors Responsibility
Statement, it is hereby confirmed:
a) That in the preparation of Annual Accounts for the Financial Year
2008-09, the applicable Accounting Standards have been followed along
with proper explanation relating to the material departures.
b) That the Directors have selected such Accounting Policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the financial year ended as at 3 1st
March, 2009 and of the profit or loss of the Company for the financial
year ended on 31sl March. 2009.
c) That 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 or other irregularities.
d) That the Directors have prepared the Annual Accounts on a going
concern basis.
8. Auditors Report:
The Report of Auditors' on Annual Accounts of the Company for the
year ended on 31st March, 2009 is self explanatory. Hence, no
explanation is required to be given.
9. Re - Appointment of Auditors:
M/s PVRN & Co., CHARTERED ACCOUNTANTS, retire at the conclusion of the
ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment. The Company has received a certificate
from them pursuant to section 224(1B) confirming their eligibility for
re-appointment. Yours Directors recommend their re- appointment.
10. Conservation of energy, technology absorption & foreign exchange
earnings and outgo:
The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 as required under section 217(1) (e) are not
applicable to our industry, hence no statement for disclosure has been
mad q.There was no foreign exchange earnings and outgo during the year
under review.
11. Industrial Relations:
The Industrial Relations during the year under review remained
harmonious and cordial. The Directors express their sincere
appreciation for the excellent team work and unstinting efforts of the
employees of the Company during the year.
12. Corporate Governance Report:
A detailed report on Corporate Governance prepared in accordance with
the Clause 49 of the Listing Agreement forming part of this Annual
Report.
13. Listing Status :
Presently, the Securities of the Company are listed on Delhi Stock
Exchange and Madras Stock Exchange. The Management wish to get the
Shares listed on National Stock Exchange and Bombay Stock Exchange in
the near future. "
14. Acknowledgements:
Your Directors wish to place on record their gratitude to the Bankers,
Shareholders, Stock Exchanges SEBI, Registrar of Companies, various
other Government Departments and its valued business associates for
their continuous support and co-operation extended by them. Your
Directors also acknowledge the constructive suggestions received from
Statutory Auditors. Your Directors would also record its appreciation
of the valuable contribution, made by the employees of the Company for
putting in their hard work for the Company.
By order of the Board of Directors
For TECHDNA SOLUTIONS LIMITED
Sd/-
Place: New Delhi (Neeraj Kaushik)
Date: 4 September, 2009 Managing Director
Mar 31, 2007
TO THE MEMBERS,
The Directors have pleasure in presenting before you the 14th Annual
Report together with the Audited Accounts of the Company for the year
ended on 31st March, 2007,
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars Year Ended Year Ended
31-03-2007 31-03-2006
Total Income 727.44 358.36
Total Expenditure 72729 35738
Profit/(Loss) Before Tax
Provision For Tax
Current Tax 00.5 2.22
Deferred Tax - (6.05)
Fringe Benefit Tax
Net Profit/(Loss) 0.04 4.67
OPERATION
The income from services increased to Rs. 727.44 lakh as compared to
Rs. 358.36 lakh in the previous year. After taking into account the
total operational expenses and provision for income tax the Company
earned a net profit of Rs. 0.04 lakh. Your Director are putting in
their best to improve the performance of the company.
DIVIDEND
As the Company does not have sufficient profit for the distribution of
dividend so your Directors expressed their inability to declare any
dividend for the year 2006-2007.
CORPORATE GOVERNANCE
Your Company has been proactive in following the principles and
practices of good Corporate Governance. The Company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement of the Stock Exchange
are complied with.
A separate section on Corporate Governance is incorporated as a part of
the Annual Report along with the Auditor's Certificate on its
compliance.
FIXMD_DEPOSITS
I he Company has not accepted any deposits from public in terms of
Section 58A of the companies Act. 1956 read with the companies
(Acceptance of Deposits) Rules, 1975.
BUY OF SHARJES
The information required under section 217(2B) is not applicable.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGNEXCHANGE EARNINGAND OUTGa
The issue relating to conservation of energy and technology absorption
are not quite relevant to the business activities of the company.
The company is taking care of latest developments and advancements in
technology and all steps are being taken to accept the same.
There was no foreign exchange earnings and outgo during the year under
review.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed u/s 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended and hence no particulars are required to be
disclosed in this report.
AUDITORS
M/s PVRN & Co., CHARTERED ACCOUNTANTS, Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and being offer themselves for re-appointment. A certificate
under section 224(1) of the Companies Act, 1956, regarding their
eligibility for the proposed re-appointment has been obtained from
them. Your directors recommend their re-appointment.
DIRECTORS
Mr. Prem Gupta, Director retires by rotation and being eligible offer
himself for re- appointment: The Board recommends his appointment in
larger interest of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec, 217(2AA) of the Companies Act, 1956 your Directors
hereby state:
(i) In the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanation
relating to material departures.
(ii) Directors had 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 state of affairs of
the company at the end of the financial year 2006-2007 and of the
Profit of the company for the vear ended 31-03-2007,
(iii) Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe-guarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(iv) Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Directors would like to thank the Bankers, Shareholders, Stock
Exchange, SEBI, Registrar of Companies, various other Government
Departments and its valued business associates for the continuous
support and co-operation extended by them and also record its
appreciation of the valuable contribution, made by the employees at all
level towards the growth of the company.
PLACE: NEW DELHI BY ORDER OF THE BOARD
DATED: 3OTH JUNE, 2007 DIRCETOR