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Directors Report of VJTF Eduservices Ltd.

Mar 31, 2016

2. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

3. CHANGES IN KEY MANAGERIAL PERSONNEL

There are no changes in the composition of the Key Managerial Personnel.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company have met Sixteen times during the year on 29th May 2015, 13th June 2015, 1st July 2015, 12th August 2015, 14th August 2015, 31st August 2015, 2nd September 2015, 8th October 2015, 4th November 2015, 17th November 2015, 16th December 2015, 10th February 2016, 25th February 2016, 29th February 2016, 4th March 2016 and 28th March 2016 in respect of which proper notices were given and proceedings were properly recorded, signed and maintained in the Minutes Book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Company has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its Committees are provided under the corporate governance Report Section in this Annual Report. The composition of the Committees, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee

Composition of the Committee

Audit Committee

CA Shivratan Santosh Agarwal (Chairman) Mr. Hitesh Gunwantlal Vakharia Dr. Vinay Jain

Nomination and Remuneration Committee

CA Shivratan Santosh Agarwal (Chairman) Mr. Hitesh Gunwantlal Vakharia Mr. Vishal Punjabi

Stakeholders Relationship Committee

Mr. Hitesh Gunwantlal Vakharia(Chairman) Dr. Raina Jain

CA Shivratan Santosh Agarwal

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship Committees. The Board of Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis, which forms part of this Report.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the Remuneration of each Director to the median Remuneration of the employees of the Company for the financial year:

Executive Directors

Ratio to

median

Remuneration

Dr. Vinay Jain

11.14

Dr. Raina Vinay Jain

11.14

ii. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Dr. Vinay Jain, Chief Executive Officer and Managing Director

Nil

Dr. Raina Vinay Jain, Whole Time Director

Nil

CA Manoj Jain, Chief Financial Officer

10%

CS Dayashree Manjayya Shetty, Company Secretary

Nil

iii. The percentage increase in the median Remuneration of employees in the financial year: 12.19%

iv. The number of Permanent Employees on rolls of the Company: 224

v. The explanation on the relationship between average increase in Remuneration and Company

Performance:

Factors considered while recommending increase in remuneration:

1. Financial performance of the Company.

2. Comparison with peer companies.

3. Industry Benchmarking

4. Contribution made by the employee.

The average increase in the remuneration of the employees was 12.47%. However the revenue from operations of the company has seen an increase of 27.98 %. The increase in remuneration is lined to all of the above factors.

vi. Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company: The remuneration of the Key Managerial Personnel was 3.30% of revenue of the company for the financial year 2015-16.

vii. Variations in the Market Capitalization of the Company, Price Earnings Ratio as at the Closing Date of the Current Financial Year and Previous Financial Year:

Particulars

March 31,2016

March 31,2015

Market Capitalization

9680.00

9240.00

(Rs. In Lakhs)

Price Earnings Ratio

110

-93.07

viii. Percentage Increase or Decrease in the Market Quotations of the Equity Shares of the Company in comparison to the rate at which the Company came out with last Public Offer:

Vinay Jain''s Training Forum Private Limited was amalgamated with VJTF Eduservices Ltd (Formerly known as ''Artheon Finance Ltd'') on 20th December, 2012. As per the Scheme of Amalgamation approved under the Order passed by the Hon''ble High Court of Judicature at Bombay, the preamalgamation total equity shares of the Company was 14,00,000 and post- amalgamation total equity shares of the Company was 1,76,00,000. The Company was permitted trading of

1,76,00,000 shares on BSE on 6th June, 2013.

Thus, after the listing of the new securities, the market price of the equity shares was Rs. 45.95 in comparison to the market price of Rs. 55.00 as on 31st March 2016.

ix. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase for the employees of the company was around 12.47 %. However there was no increase in the Managerial Remuneration.

x. Comparison of each remuneration of the Key Managerial personnel against the performance of the Company:

Key Managerial Personnel

% of Revenue

Dr. Vinay Jain, Chief Executive Officer and Managing Director

1.44%

Dr. Raina Vinay Jain, Whole Time Director

1.44%

CA Manoj Jain, Chief Financial Officer

0.35%

CS Dayashree Manjayya Shetty, Company Secretary

0.06%

xi. The key parameters for any variable component of remuneration availed by the directors:

Remuneration has been paid as per schedule V of the Companies Act, 2013.

xii. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

xiii. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

No employee of the company is falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE REQUIREMENTS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with Auditor''s Certificate, CEO/CFO Certificate and Management Discussion and Analysis are attached herewith, which forms part of this report.

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:http://www.vjtf.com/investor-relations/policy-for-determining-material-subsidiaries)

Policy on dealing with related party transactions is available on the website of the Company (URL: http://www.vjtf.com/investor-relations/related-parties-transaction-policy).

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link (URL: http://www.vjtf.com/investor-relations/whistle-blower-policy).

The Company has adopted a Policy on Determination of ''Materiality for Disclosures'' as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (URL: http://www.vjtf.com/investor-relations) and a ''Policy for Preservation of Documents'' as per Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (URL: http://www.vjtf.com/investor-relations)

SUBSIDIARIES

At the beginning of the year, the Company has three subsidiaries ie. VJTF Buildcon Private Limited, Rishi Reality Leasing Services Private Limited and VJTF Infrastructure Private Limited. VJTF Infrastructure Pvt Ltd ceased to be the subsidiary of the Company w.e.f 17th March 2016 and became the Associate Company of your Company w.e.f 18th March 2016. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 136 of the Act, Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries forms part of the Annual Report of the Company. The Company has the following two subsidiaries as on 31st March 2016-

1) VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093)

2) Rishi Reality Leasing Services Private Limited (CIN: U70102MH2007PTC171382)

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

1) VJTF INFRASTRUCTURE PRIVATE LIMITED

The Net Loss for the year under review amounted to Rs. 54,704,260/- in the current year as compared to Rs 71,308/- in the previous year.

2) VJTF BUILDCON PRIVATE LIMITED

The Net Loss for the year under review amounted to Rs. 25,760/- in the current year as compared to Rs. 16,750/- in the previous year.

3) RISHI REALITY LEASING SERVICES PRIVATE LIMITED

The Revenue of the Company is Rs.18,350,786/- as compared to Rs. 15,562,840/- in the previous year. Net Loss for the year under review is Rs. 10,728,378/- in the current financial year as compared to Rs. 8,683,519/- in the previous financial year.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standard viz. Accounting Standard 21 issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

STATUTORY AUDITORS

M/s Nimesh Mehta & Associates, Chartered Accountants (Firm Registration No. 117425W), Mumbai, are proposed/recommended to be appointed as Statutory Auditors of the Company by the Board after considering recommendations of the Audit Committee to fill the vacancy caused due to the resignation of M/s. J. Kala & Associates, Chartered Accountants (Firm Registration No. 118769W), Mumbai, from the conclusion of this 31st Annual General Meeting for a term of five years until the conclusion of 36th Annual General Meeting of the Company.

The Consent and certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made by the members at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking their appointment forms part of the notice convening the 31st Annual General Meeting and the same is recommended for your consideration and approval.

AUDITORS'' REPORT i) Statutory Auditors:

Statutory Auditor''s Report is Self-Explanatory in itself.

ii) Secretarial Auditor:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor - Ms. Poonam Somani, Practicing Company Secretary is enclosed as a part of this report in Annexure-3. The qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in its report are self-explanatory. However, Management of the Company ensures to be more careful and dedicated in all of the compliances henceforth.

iii) Internal Auditor:

M/s. Anil B Jain & Associates, Chartered Accountants, Mumbai performed the duties of Internal Auditors of the company for the Financial Year 2015-16 and their report is reviewed by Audit Committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act, shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility Committee.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower" Policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior as per the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under. The "Whistle Blower" Policy is available on the website of the Company on http://www.vjtf.com/investor-relations/whistle-blower-policy.

RISK MANAGEMENT POLICY

The company has been addressing various risks impacting the company, reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Director''s report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

HUMAN RESOURCE DEVELOPMENT

To ensure good human resources management, your company focuses on all aspects of the employee lifecycle. This provides a holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership. The company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Information in accordance with the provisions of Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014 regarding conservation of energy does not apply to your Company.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements as well as hereunder for the year ended 31st March, 2016:

Expenditure in Foreign Currency : Rs. 2,596,762/

Foreign Exchange Earnings during the year: NIL DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the 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 and the profit or loss of the Company for the period ended 31.03.2016;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting any fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis ;

e) that the Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively; and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and have made necessary policies for safe and secure environment for women employees.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed as Annexure - 1 and forms part of this report.

ACKNOWLEDGEMENT

Your Directors'' wishes to place on record its sincere thanks to all its Customers, Suppliers, Bankers and Central & State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board

For VJTF Eduservices Limited

Place: Mumbai Sd/- Sd/-

Dated: 26th August, 2016 Dr. Vinay Jain Dr. Raina Vinay Jain

Managing Director Whole Time Director

(DIN: 00235276) (DIN: 01142103)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company with Audited Accounts for the eighteen months period ended on 31st March 2014. The Financial Results of the Company are summarized as below:

FINANCIAL RESULTS:

PARTICULARS STANDALONE STANDALONE CONSOLIDATED FOR EIGHTEEN FOR EIGHTEEN FOR EIGHTEEN MONTHS MONTHS PERIOD MONTHS PERIOD ENDED ENDED ON 30TH PERIOD ENDED ON 31st MARCH SEPTEMBER ON 31st MARCH 2014 2012 2014 (In Rs.) (In Rs.) (In Rs.)

GROSS REVENUE 16,69,96,335 14,53,88,570 18,39,96,218

PROFIT /(LOSS) BEFORE DEPRECIATION/ 182,92,764 (3,30,57,735) 2 96 99 020 AMORTIZATION EXPENSES AND TAXATION

less Depreciation & Amortization (2,18,63,713) (2,14,61,409) (2,63,72,368) expenses

PROFIT/ (LOSS) BEFORE (35,70,950) (5,45,19,144) 33,26,652 TAXATION

Less:Provision for Taxation

Current tax (26,00,000) (32,24,168) (26,00,000)

Deferred tax (16,85,804) 3,35,874 8,58,217

PROFIT / (LOSS) AFTER TAX (78,56,754) (5,16,30,850) 15,84,869

Less:Minority Interest -- -- (23,51,647)

Add:Brought forward from last year (1,55,87,670) 2,75,41,614 (1,55,87,670) Balance Carried Forward to Balance Sheet (2,34,44,428) (1,55,87,670) (1,16,51,154)

PARTICULARS CONSOLIDATED FOR EIGHTEEN MONTHS PERIOD ENDED ON 30th SEPTEMBER, 2012 (In Rs.)

GROSS REVENUE -

PROFIT /(LOSS) BEFORE DEPRECIATION/ - AMORTIZATION EXPENSES AND TAXATION

less Depreciation & Amortization - expenses

PROFIT/ (LOSS) BEFORE - TAXATION

Less:Provision for Taxation

Current tax -

Deferred tax

PROFIT / (LOSS) AFTER TAX -

Less:Minority Interest -

Add:Brought forward from last year -

Balance Carried Forward to Balance Sheet -

FINANCIAL HIGHLIGHTS

During the Eighteen months period ended on 31st March, 2014, the Income from Operations of the Company stood at Rs. 16,54,29,784 /- Lacs as compared to previous eighteen months period ended on 30th September, 2012, of Rs. 14,23,78,472/-.

During the Eighteen months period ended on 31st March, 2014, the Loss after Tax of the Company stood at Rs. (78,56,754)/- Lacs as compared to previous eighteen months period ended on 30th September, 2012, of Rs. (5,16,30,850)/-.

BUSINESS OVERVIEW

After amalgamation of Vinay Jain''s Training Forum Pvt. Ltd. into the Company, your Company is now focusing on its new business activity i.e. Education Sector. The Company has already established itself as anemerging player in the Education Services segment. Through this amalgamation, the Company has its Education Projects Operational at

(1) Ramchandra Lane, Malad (West), Mumbai,

(2) Bangur Nagar, Goregaon (West), Mumbai,

(3) Pawan Baug, Malad (West), Mumbai and

(4) Udaipur and has already invested in its upcoming education project at Devidas Lane, Borivali (West), Mumbai through its subsidiary.

With the launch of New Projects at Bangur Nagar and Pawan Baug came into operations, Your Company will mark a strong presence of the brand in up-market of Mumbai. The revenues are expected to increase multifold once all the New Education Projects are fully operational. The Company also provides all required auxiliary / support services to other companies in the Education Sector and the future prospects of the Company looks promising.

DIVIDEND

Your Directors does not propose any dividend for the period under review.

DIRECTORS

Mr. Sushil Kumar Jiwarajka, Mr. Deba Prasad Roy and Mr. Tushar Sushil Jiwarajka has resigned from the office w.e.f. 28th February, 2013.

Mr. Shivratan Santosh Agarwal, Mr. Hitesh Gunvantilal Vakharia and Mr. Anil Prakash Chhabra, are appointed as Independent Directors of the Company for the term of 5 years as per provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

Necessary resolutions for the appointment / re-appointment of the aforesaid directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are provided in the Explanatory Statement of the Notice. Your Board of Directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors pursuant to provisions of the Companies Act, 2013.A brief resume and other details, as stipulated under the Listing Agreement for the above directors seeking re- appointments are given as Additional Information on Directors which forms part of the Notice.

LISTING

The Company''s Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2014-15 to the BSE Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussions and Analysis Report are attached herewith and forms part of the Director Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 that period;

3. Proper and sufficient care has been taken 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 to the best of their knowledge and ability;

4. The Annual Accounts have been prepared on a ''going concern'' basis.

DEPOSITS

The Company has not invited or accepted any deposits during the financial period ended on 31st March, 2014.

AUDITORS

Pursuant to provisions of section 139 of the Companies Act, 2013, M/s. J. Kala & Associates, Chartered Accountants (Firm Registration No. 118769W), are appointed as the statutory auditors of the to hold office for four(4) years i.e. from the conclusion of this Annual General Meeting till the conclusion of the 5th consecutive Annual General Meeting. They have furnished the necessary certificate of their eligibility pursuant to section 141(3) (g) of the Companies Act, 2013.

They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1) (h) of the Listing Agreement. Members are requested to consider their reappointment.

COMMENTS ON STATUTORY AUDITOR''S REPORT

Statutory Auditor''s Report is Self Explanatory in itself.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the eighteen months period ended 31st March, 2014 is annexed here to.

COST AUDITORS

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

SUBSIDIARY COMPANIES

Your Company has following three (3) Subsidiary Companies:

(1) VJTF Infrastructure Private Limited (CIN: U45202MH2008PTC186598)

(2) VJTF Buildcon Private Limited (CIN : U45400MH2009PTC197093)

(3) Rishi Reality Leasing Services Private Limited (CIN: U70102MH2007PTC171382)

The details pertaining to Financial Information of Subsidiary Companies have been given elsewhere in this report.

CHANGE IN NAME & REGISTERED OFFICE ADDRESS

In accordance with the approved Scheme of Amalgamation and pursuant to Order dated 20~ December, 2012 issued by the Hon''ble Bombay High Court, the name of the Company has been changed from Artheon Finance Limited to VJTF Eduservices Ltd. and the Registered Address of the Company has been shifted from 201, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumbai -400 018 to 1st Floor, Neelkanth Apartment, Ramchandra Lane, Malad (West), Mumbai - 400064.

ALLOTMENT OF SHARES AS PER "SCHEME OF AMALGAMATION"

The Equity Shares, which were lying in the suspense account pursuant to the approved Scheme of Amalgamation as per the Order of Hon''ble Bombay High Court has been allotted to the Shareholders of Vinay Jain''s Training Forum Private Limited on 28th February, 2013, after the Scheme of Amalgamation became effective on 6th February, 2013 on filing of the certified copy of the Order of Hon''ble Bombay High Court with Registrar of Companies.

SHARE CAPITAL AND VESTING OF UNDERTAKING PURSUANT TO THE SCHEME OF AMALGAMATION

The Scheme of Amalgamation for merger of Vinay Jain''s Training Forum Private Limited (VJTF) with the Company was approved by the members at the court convened meeting held on 24th August, 2012 and the same has become effective on 6th February, 2012 upon filing of certified copy of Order dated 2Oth December, 2012 issued by the Hon''ble Bombay High Court approving the Scheme of Amalgamation. Consequently, all the assets and liabilities of VJTF got vested into the Company including its investments in various subsidiaries viz. VJTF Infrastructure Private Ltd. (wholly owned subsidiary), VJTF Buildcon Private Ltd. (subsidiary) and Rishi Realty Leasing Services Private Ltd. (subsidiary) as on 01-04-2011 (Appointed Date).

In accordance with the said Scheme of Amalgamation, your Company has on 28th February, 2013 issued 1,22,00,000 (One Crore Twenty Two Lakhs) Equity Shares of face value Rs. l0/- (Rupees Ten) each of the Company for 30,50,000 (Thirty Lakhs Fifty Thousand) Equity Shares held by the Equity Shareholders of VJTF and 40,00,000 (Forty Lakhs) Equity Shares of face value Rs. 10/- (Rupees Ten) each of the Company for 40,00,000 (Forty Lakhs) Preference Shares held by the Preference Shareholders of VJTF. Further, as per clause 4.2 of the said Scheme of Amalgamation, the Authorized Share Capital of the Company has increased from Rs. 9,00,00,000/- (Rupees Nine Crores) to Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. l0/- (Rupees Ten) each upon the combining of Authorized Share Capitals of VJTF and your Company and after effecting the further increase of Rs. 2,00,00,000 (Rupees Two Crores) in combined Authorized Share Capital.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, your Company is committed to maintain the standards & to fulfill the requirements of Corporate Governance in all material aspects & a report on Corporate Governance together with a certificate of its compliance from the Practicing Company Secretary is given in Annexure forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis for the financial year from 1st October, 2012 to 31st March, 2014, is being given in separate sections forming part of the Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor Power consumption on daily basis so as to reduce wastage and cost.

The Company is using electricity in place of gas for AC power plant and thus reduce the overall energy cost.

The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces the energy cost.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, the information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements for the eighteen months period ended 31st March, 2014.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the eighteen months period ended 31st March, 2014 is annexed here to.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board For VJTF Eduservices Limited (Formerly known as Artheon Finance Limited)

Place: Mumbai Sd/- Sd/- Dated:14.08.2014 Dr.Vinay Jain Dr. Raina Vinay Jain Managing Director Whole Time Director ( DIN: 00235276) ( DIN: 01142103)


Sep 30, 2012

To, The Share holders of Artheon Finance Limited

The Directors take pleasure in presenting the 28th Annual Report of the Company together with Audited Financial Statements for the eighteen months period ended September 30, 2012.

CHANGE IN NAME & REGISTERED OFFICE ADDRESS

In accordance with the approved Scheme of Amalgamation and pursuant to Order dated 201 December, 2012 issued by the Hon''ble Bombay High Court, the name of llie Company will change from Artheon Finance Limited to VJTF Eduservices Ltd. and the Registered Address of the Company will shift from 201, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumbai - 400 018 to 1st Floor, Neelkanth Apartment, Ramchandra Lane, Malad (W), Mumbai - 400 064. Your Company has already made application in this regard to Registrar of Companies and has received approval for change in the registered office. Your Company is hopeful of receiving the approval for change in name from Registrar of Companies shortly.

FINANCIAL PERFORMANCE

PARTICULARS For The Eighteen For (he year ended Months Period Ended 31st March, 2011 30th September, 2012 (Rs.) (Rs.)

Revenue from Operation 142,378,472 325,769

Other Income 3,010,098 892,214

Total Income 145,388,570 1,217,983

Total Expenses 164,754,623 3,091,499

Operating Loss (19,366,053) (1,873,516)

Less: Finance Cost 13,691,682 8,035

Less: Depreciation and Amortization 21,461,409 645,188

Expense

Loss before Tax (54,519,144) (2,526,739)

Provision for Tax (Net) (2,888,294) 1,575,606

Loss after Tax (51,630,850) (4,102,345)

Add: Balance of Statement of Profit and 8,501,566 Loss taken over as per the sclieme of amalgamation.

Balance brought forward 27,541,614 31,643,959

Balance carried to Balance Sheet (15,587,670) 27,541,614



DIVIDEND

In view of the losses during the period, your Directors have not recommended any dividend on Equity Shares for the period under review.

SHARE CAPITAL AND VESTING OF UNDERTAKING PURSUANT TO THE SCHEME OF AMALGAMATION

The Scheme of Amalgamation for merger of Vinay Jain''s Training Forum Private Limited (VJTF) with the Company was approved by the members at the court convened meeting held on 24th August, 2012 and the same has become effective on 6lh February, 2012 upon filing of certified copy of Order dated 20th December, 2012 issued by the Hon''ble Bombay High Court approving the Scheme of Amalgamation. Consequently, all the assets and liabilities of VJTF got vested into the Company including its investments in various subsidiaries viz. VJTF Infrastructure Private Ltd. (wholly owned subsidiary), VJTF Buildcon Private Ltd. (subsidiary) and Rishi Realty Leasing Services Private Ltd. (subsidiary) as on 01-04-2011 (Appointed Date).

In accordance with the said Scheme of Amalgamation, your Company has on 28th February, 2013 issued 1,22,00,000 (One Crore Twenty Two Lakhs) Equity Shares of face value Rs. 10/- (Rupees Ten) each of the Company for 30,50,000 (Thirty Lakhs Fifty Thousand) Equity Shares held by the Equity Shareholders of VJTF and 40,00,000 (Forty Lakhs) Equity Shares of face value Rs. 10/- (Rupees Ten) each of the Company for 40,00,000 (Forty Lakhs) Preference Shares held by the Preference Shareholders of VJTF. Further, as per clause 4.2 of the said Scheme of Amalgamation, the Authorised Share Capital of the Company has increased from Rs. 9,00,00,000/- (Rupees Nine Crores) to Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each upon the combining of authorized share capital of VJTF and your Company and effecting further increase of Rs. 2,00,00,000 (Rupees Two Crores) in combined Authorised Share Capital.

BUSINESS OVERVIEW

After the amalgamation of Vinay Jain''s Training Forum Pvt. Ltd. into the Company, your Company is now focusing to Education Sector. The Company has already established itself as an emerging player in the Education Services segment. Through this amalgamation, the Company has its education projects fully operational at Malad and Udaipur and has already invested in its upcoming education projects at Pawan Baug, Malad (West) and Devidas Lane, Borivali (West) through its subsidiaries.

The Education Project at Pawan Baug, Malad (West) is expected to be partly operational by December, 2013 and fully operational by 2014 - 15. Also, the Company aims to launch Education Project at Borivali (West) on receiving approvals from the Statutory Authorities.

The new projects, once operational, will mark a strong presence of the brand in the up-market of Mumbai. The revenues are expected to increase multifold after the new projects are operational. The Company also provides all required auxiliary services to the education sector and the future prospects looks very promising for the company.

AUDITORS

In accordance with the said approved Scheme of Amalgamation, M/s. J. Kala & Associates having firm registration no. 118769W have been appointed as the Statutory Auditors of the Company and shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. J. Kala & Associates to the effect that their re-appointment, if made, would be in accordance with the limits prescribed under Section 224(IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

DIRECTORS

In accordance with the said approved Scheme of Amalgamation, Dr. Vinay Jain and Dr. Raina Jain have been appointed as Executive Directors of the Company and Shri Sushil Kumar Jiwarajka, Shri Tushar Kumar Jiwarajka and Shri Deba Prasad Roy ceases to be Directors of the Company w.e.f 28lh February, 2013.

Shri Anil P. Chhabra has been appointed as Independent and Non-Executive Additional Director of the Company w.e.f 28th February, 2013 and his term of office expires at the end of ensuing Annual General Meeting and being eligible, offers himself for reappointment as Independent and Non-Executive Director.

FIXED DEPOSIT

During the period under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible citizen, your company believes that no business can succeed in a society which fails to invest in CSR activities and therefore it is imperative for your company to participate in CSR activities. Being engaged in the education business, all the decisions of your company is taken after considering social aspects and as such CSR is integral part of your business activity.

PARTICULARS OF THE EMPOLYEES

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2012-13.

DISCLOSURE PURSUANT TO CLAUSE 5A OF THE LISTING AGREEMENT

As per Clause 5A of the Listing Agreement inserted as per SEBl Notification dated April 24, 2009, the details in respect of the Equity Shares, which are issued pursuant to the approved Scheme of Amalgamation as per the Order of Hon''ble Bombay High Court and lying in the Suspense Account till September 30, 2012 is as under :

I. Four Equity Shares of Re. 10/- each credited as fully paid up for every One Equity Shares of Rs. 10/- each fully paid up held in VJTF aggregating to Rs. 12,20,00,000.

II. One Equity Shares of Re. 10/- each credited as fully paid up for every One Preference Shares of Rs.10/- each fully paid up held in VJTF issued after appointed date though covered by the ''scheme'' aggregating to Rs.4,00,00,000.

The Equity Shares lying in the Suspense Account has since been allotted to the Shareholders of Vinay Jain''s Training Forum Private Limited on 28th February, 2013 after the Scheme of Amalgamation became effective on 6lh February, 2013 on filing of the certified copy of the Order of Hon''ble Bombay High Court with the Registrar of Companies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in the business of providing education services and these activities do not involve any manufacturing activity. Therefore, most of the information required to be provided under Section 2l7(l)(e) of the Companies Act, 1956 read with the Company (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

However, the information as applicable are given here under:

I. Energy Conservation

Your company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy and avoid wastages and conserve energy as far as possible.

II. Technology Absorption

In its endeavor to deliver the best to its student and business associates, your Company has been constantly active in harnessing and tapping the best technology in the industry.

HI. Foreign Exchange Earnings and Outgo

During the period under review, Foreign Exchange Earnings and Foreign Exchange Outgo were Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of the Annual Accounts for the period under review, the applicable accounting standards have been followed and there are no material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and the loss of the Company for the Eighteen months period ended on 30lh September, 2012.

c) The Directors had 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) The Directors had prepared the annual accounts for the eighteen months period ended on September 30, 2012 on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors record their sincere gratitude to the Government of Maharashtra and Bankers for their support and co-ordination in the form of excellent services rendered by them and Shareholders, Business Associates, Customers for their continued support and faith in the Company.

For and on behalf of the Board

ARTHEON FINANCE LIMITED

V DR.VINAYJAIN

DATE: 5TH MARCH, 2013 (DIRECTOR)


Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the financial year ended 31st March 2010

Financial Results

The financial results of the Company for the year ended March 31, 2010 are summarized below:

Current year Previous Year 2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Income from operations and other income 57.55 20.44

Profit before Depreciation & Tax 26.51 (50.28)

Less: Depreciation 6.58 6.67

Profit/ (Loss) before Tax 19.92 (56.95)

Less: Provision for Taxation &Deferred Tax 2.85 1.27

Net Profit/ (Loss) after Tax 17.07 (58.22)

Add: Balance brought forward from last year 299.37 357.59

Amount available for Appropriation 316.44 299.37

Less: Transfer to General Reserve

Balance carried to Balance sheet 316.44 299.37



Economic Scenario

The year 2009-2010 witnessed one of the worst crisis of confidence in the global financial sector. The availability of international credit was a concern as doubts of sovereign defaults were being constantly raised in the market place. To counter the crisis, US and EU took proactive measures by introducing massive liquidity into the system besides guaranteeing smooth transition to near normalcy. Although, the worst seemed to be behind us, there is no tangible proof of job creation in the global economy. The economic data emerging from the developed economies are confusing with jobless recovery & lower consumer spending.

As the global economy was reeling under severe financial strain with de-growth, our economy remained resilient attracting foreign capital. It was mainly on account of Governments initiative of providing fiscal stimulus in two stages viz. across the board reduction in indirect taxes & stepping up infrastructure spending. The Central Bank also did its bit by pursuing a relaxed monetary policy making available credit at lower interest rates propping up domestic demand. The cumulative action resulted in economy posting a GDP growth of 7.40% in the backdrop of gloomy global economic scenario. The growth achieved is commendable considering the fact that monsoons during the year failed impacting Kharif crop. Inflation, especially food inflation continued to remained high, a worry for Central Bank and the Government.

The year also witnessed Rupee appreciating against the greenback from a level of over Rs 50/- in March 2009 to a level of Rs 44.90/- in March 2010. The appreciation in rupee gave a rude shock for our export sector which under performed badly during the period.

Review of Operations

With uncertainties looming large, your Company reorganized its operations to concentrate more on fee based income. Income for the year ended 31st March 2010 was Rs 57.55 lacs as against the previous years Rs 20.44 lacs, registering a growth of 182%. A profit after tax of Rs 17.07 lacs was achieved during the period under review as against a loss of Rs 58.82 lacs in the previous year.

Dividend

As the profits are meager, your Company intends to retain the profits for furtherance of business. No dividend is declared for the period under review.

Deposits

The Company has not accepted any deposits from the public or otherwise as on 31st March 2010.

Directors

Mr. M. L. Tulsyan, Director of the Company would retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Directors Responsibility Statement

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

(iii) that the Directors 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; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

Particulars under Section 217(1) (e) of the Companies Act, 1956.

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption etc. is not given in view of the activities of the Company.

During the year, the foreign exchange earnings were Rs. NIL and outgo was Rs. NIL

Particulars of Employees

The Company does not have any employees whose particulars are required to be given under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Compliance Certificate

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2010 is attached hereto.

Listing

The equity shares of the company are listed on the Bombay Stock Exchange Limited. The Company has paid the Annual Listing fees to the Stock Exchange for the year 2010-2011.

Auditors

M/s V. Parekh & Associates, Chartered Accountants, Mumbai would retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

You are requested to appoint Auditors and to fix their remuneration.

Acknowledgement

Your Directors convey their gratitude to the Companys valued Clients, Bankers and Shareholders for their continued support. The Directors also record their appreciation of the Companys employees at all levels for their dedication, cornrnitment and hard work.

For and on behalf of the Board of Directors

Tushar Jiwarajka S. K. Jiwarajka Director Director

Place: Mumbai

Date: September 6, 2010.

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