Home  »  Company  »  Virtual Global Edu  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Virtual Global Education Ltd.

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 –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.

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

 
Subscribe now to get personal finance updates in your inbox!