Global Education Ltd.
|BSE: 538406||Sector: Others|
|NSE: GLOBAL||ISIN Code: INE291W01011|
|BSE 05:30 | 01 Jan||Global Education Ltd|
|NSE 05:30 | 01 Jan||Global Education Ltd|
|BSE: 538406||Sector: Others|
|NSE: GLOBAL||ISIN Code: INE291W01011|
|BSE 05:30 | 01 Jan||Global Education Ltd|
|NSE 05:30 | 01 Jan||Global Education Ltd|
Global Education Limited
The Board of Directors of your Company is pleased in presenting the Sixth (6th) AnnualReport of your Company together with the Audited Financial Statements (Standalone) fortheyear2016-2017 ended 31st March 2017.
1. INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE(eMERGE):
During the year pursuant to the approval by the Members of the Company at theirExtra-ordinary General Meeting held on 14th December 2016. The Companyapproached the Capital Market with an Initial Public OfFer of
683000 (Six Lakh Eighty Three Thousand) Equity Shares of the Company of face value ofRs. 10/- (Rupees Ten Only) each at a Premium of Rs. 140/- (Rupees One Hundred Forty)aggregating to aggregating to Rs. 1024.50 Lakhs through Book Building Process to thePublic. The issue opened for subscription on 16th February 2017 and closed on21st February 2017 and was oversubscribed by 82 times (including reservedportion of Market Maker). The allotment of the Equity Shares was finalized in consultationwith the Designated Stock Exchange namely the National Stock Exchange of India Limited(NSE) 28th February 2017.
In response to the company's application the National Stock Exchange of India Ltd(NSE) has given it's final approval for listing and trading of 2483000 (Twenty FourLakhs Eighty Three Thousand) Equity Shares of Rs.10/- each on NSE e- Merge (SME EmergePlatform) of the NSE effective 2nd March 2017 with scrip code"GLOBAL"
During the Book Building process the Company has duly complied with all therequirements prescribed under the Companies Act 2013 various regulations of theSecurities and Exchange Board of India ("SEBl") and other appropriatestatutory regulatory or other authority and such other approvals permissions andsanctions as maybe necessary and other regulatory requirements wherever applicable.
2. FINANCIAL RESULTS:
The financial performance of the Company for the year 2016-2017 ended on 31st March2017 is summarized '3e^ow: Amount in Rs.
During the current financial year 2016-2017 ended 31st March 2017 theCompany's total Revenue from operation is Rs. 263655971/- (Sale of traded goods and Saleof Services) as against of Rs. 111784063/- (Sale of traded goods and Sale of Services)in the corresponding previous year 2015-2016 ended 31stMarch 2016.
Income from other sources is Rs. 6635764/- as against Rs. 1292307/- of thecorresponding previous financial year 2015- 2016 ended 31st March 2016.
The Profit after tax (PAT) for the financial year 2016-2017 ended 31st March2017 is Rs. 50138103/- as against Profit of Rs. 33456020/- of the correspondingprevious financial year 2015-2016 ended 31st March 2016.
Earnings per share as on 31st March 2017 is Rs. 26.93 vis a vis Rs. 18.59 as on31st March 2016.
3. CHANGES IN SHARE CAPITAL STRUCTURE:
During the financial year 2016-2017 under review the Company has made followingchanges in the Share Capital of the Company:
A) AUTHORISED SHARE CAPITAL:
2) The Authorised Share Capital of the Company was increased (with consolidation offace value of the Equity Share from existing Re. 1/- (Rupee One only) to Rs. 10/- (RupeesTen only) each) from Rs. 10500000/- (Rupees One Crore Five Lakh Only) comprising ofEquity Share Capital of Rs. 10000000/- (Rupees One Crore Only) divided into 10000000(One Crore) Equity Shares of Re.l/- (Rupee One) each and Preference Share Capital of Rs.500000 (Rupees Five Lakh)500000 (Five Lakh) Zero Percent (0%) Non-cumulativeNon-participative Redeemable Preference Shares of Re. 1/- (Rupee One) each to Rs.50000000/- (Rupees Five Crores Only) comprising of Equity Share Capital of Rs.49500000 (Rupees Four Crore Ninety Five Lakh Only) divided into
4950000 (Forty Nine Lakh Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each
and Preference Share Capital of Rs. 500000 (Rupees Five Lakh) 500000(Five Lakh)Zero Percent (0%) Non-cumulative Non- participative Redeemable Preference Shares ofRe.l/- (Rupee One) each ranking pari-passu in all respects with that class of existingShares of the Company.
B) ISSUED SUBSCRIBED AND PAID UP SHARE CAPITAL:
During the financial year 2016-2017 under review the Company has issued and allotted:
* Issue of Bonus Equity Shares:
800000 (Eight Lakh) Equity Shares of Rs.10/- each aggregating to Rs.8000000/-(Rupees Eighty Lakh only) as the Bonus Equity Shares through capitalization of surplusprofit or reserves to the existing Shareholders on 16th November 2016;
* Issue of Equity Shares:
683000 (Six Lakh Eighty Three Thousand) Equity Shares of Rs.10/- each at a premium ofRs. 140/- each aggregating to Rs. 102450000/- (Rupees Ten Crore Twenty Four Lakh FiftyThousand only) through Initial Public offering on 28th February 2017.
Accordingly the issued subscribed and paid- up Capital (Equity and Preference ShareCapital) of the Company stood at Rs. 25080000/- (Rupees Two Crore Fifty Lakh EightyThousand only) as on 31st March 2017.
C) REDEMPTION OF PREFERENCE SHARE CAPITAL:
The Board of Directors of the Company in response to request made by the PreferenceShareholder holding 100% Preference Shares at its 65th Board Meeting held on 16th March2017 approved the Redemption of 250000 Zero Percent (0%) Redeemable Non-cumulativeNon-convertible Nonparticipating Preference Shares of Re. 1/- each aggregating to Rs250000/- (Rupees Two Lakh Fifty Thousand only) out of the profits for the previousyear/s and the same was also approved by the Shareholders (Members) at the Extra ordinaryGeneral Meeting held on 28th April 2017.
D) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY SHARES AND EMPLOYEESTOCKOPTION(S):
During the year under review the Company has not issued any shares with differentialvoting rights nor granted stock options nor sweat equity.
4. NATURE OF BUSINESS ACTIVITIES AND CHANGESTHEREOF:
During the financial year 2016-2017 under review the Board of Directors of the Companyhas explored to expand the existing activities through addition of new services provisionof additional facilities etc. and all those includes not only services in relation toeducation based activities but also all such related activities which would otherwisesupport the education based activities. These activities are treated as an inter-connectedactivities in the present scenario. As such the Board of Directors of the Companyconsiders to enlarge the activities of the Company as prudent and favourable to the growthof the Company in view of the Company's anticipated approach to the Capital Marketsthrough Initial Public Offer (IPO). To include all those enabling activities coupled withrequirements due to changes in the applicable legislations like the Companies Act 2013read with the rules made there under the Object Clause/s of the Memorandum and Articlesof Association was altered / amended by the Shareholders (Members) of the Company at anExtraordinary General Meeting held on 1st November 2016. However the aforesaid changedoes not construed as any change in the nature of business activity of the Company.
5. CONVERSION OFTHECOMPANY:
The Company - Global Education Limited (formerly known as Global Business School(India) Private Limited since Incorporation and Global Education Private Limited effective12th December 2011) (hereinafter referred to as 'the Company') was originally incorporatedand registered underthe Companies Act 1956 as a Private Limited Company Limited byShares (Category - Private Limited Company
Limited by Shares and Sub-Category - Indian Non-Government Company) bearing theCorporate Identification No. (CIN) U 80301 MH 2011 PTC 219291 on 30 June 2011 at Mumbai inthe State of Maharashtra.
Subsequently the unanimous consent of the Shareholders (Members) of the Company wasgranted to the conversion of the Company from Private Limited Company into a PublicLimited Company whereby the Name of the Company was changed from "Global EducationPrivate Limited" to "Global Education Limited" on conversion vide SpecialResolution passed by the Shareholders (Members) of the Company at an Extraordinary GeneralMeeting held on Tuesday the 1st November 2016 and the same was approved by the Registrarof Companies Maharashtra vide its certificate dated 15th November 2016.
During the Financial Year 2016-2017 under review the Board of Directors of yourCompany has at its 65th meeting held on 16th March 2017 declared an interim dividend @15% i.e. Rs. 1.50 (Rupee One and Paise Fifty Only) per Equity Share of Rs.10/- on eachfully paid-up for the current financial year 2016- 2017 ended 31st March 2017which was paid to the members whose names appeared on the Register of Members of theCompany on 31st March 2017. The total interim dividend payout including dividenddistribution tax (Rs.758221/-) was Rs.4482721/-
Your Directors recommended a final dividend @ 25% i.e. Rs. 2.50 (Rupees Two and PaiseFifty Only) per Equity Share of Rs.10/- each aggregating to Rs.7471198/- includingdividend distribution tax of Rs. 1263698/- to be appropriated from the profits of theyear 2016 - 2017 subject to the approval of the shareholders (members) at the ensuingSixth (6th) Annual General Meeting. The Dividend will be paid in compliance withapplicable regulations.
7. TRANSFER TO RESERVES (BALANCE SHEET):
The opening balance as on Olst April 2016 of Reserves & Surplus Account stood atRs.46828871/-. After making adjustments and appropriations the closing balance as on31st March 2017 of Reserves & Surplus Account stood at Rs. 17 2453810/-. The Membersare advised to refer the Note No. 04 as given in the financial statements which formsthepart ofthe Annual Report.
8. PUBLIC DEPOSITS:
During the Financial Year 2016-2017 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8) (1) of the Companies (Accounts) Rules 2014 (As amended) arerequired to be given or provided.
9. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL
Mr. Rajeev Bhagwat Chand (DIN 03638608) and Mr. Surendra Kable (DIN 06968420) were theDirectors on the Board at the beginning of the financial year. However the followingchanges occurred in the constitution of Board of Directors of the Company
i) Mr. SurendraKable(DIN 06968420) ceased to be a Director ofthe Company effective 24thOctober 2016. The Board of Directors would like to record their appreciation fortheservices rendered by him during his tenure as a Director ofthe Company.
ii) Mr. Rajeev Bhagwat Chand (Dl N03638608) Director ofthe Company was designated asthe Whole time Director and Chief Financial Officer of the Company effective 24th October2016 liable to retire by rotation.
iii) Mr. Vijay Singh Bapna (DIN 02599024) has been appointed as an Additional Director(Category: Non executive & Independent) effective 24th October 2016. By virtue ofprovisions of Section 161 of Companies Act 2013 his term expire at the ensuing Sixth(6th) Annual General Meeting ofthe Company. The
Members are requested to approve his appointment as recommended by the Board andmentioned in the Notice convening the Sixth (6th) Annual General Meeting of the Company.Mr. Vijay Singh Bapna if appointed as an Independent Director shall not be liable toretire by rotation.
iv) Ms. PremlataShantilalDaga(DIN 07637313) has been appointed as an AdditionalDirector (Category: Non executive & Independent) effective 24th October 2016. Byvirtue of provisions of Section 161 of Companies Act 2013 her term expires at theensuing Sixth (6th) Annual General Meeting ofthe Company. The Members are requested toapprove her appointment as recommended by the Board and mentioned in the Notice conveningthe Sixth (6th) Annual General Meeting of the Company. Ms. PremlataShantilalDaga ifappointed as an Independent Director shall not be liable to retire by rotation.
v) Mr. Aditya Bhandari (DIN 07637316) was appointed as an Additional Director(Category: Non executive & Independent) effective 24th October 2016. By virtue ofprovisions of Section 161 of Companies Act 2013 his term expire at the ensuing Sixth(6th) Annual General Meeting of the Company. The Members are requested to approve hisappointment as recommended by the Board and mentioned in the Notice convening the Sixth(6th) Annual General Meeting of the Company. Mr. Aditya Bhandari if appointed as aDirector shall be liableto retire by rotation.
vi) Mr. Aditya Bhandari (DIN 07637316) was appointed as an Additional Director(Category: Non executive & Independent) effective 24th October 2016. Considering hisoutstanding performance the Board of Directors has at its meeting held on 16th March2017 appointed him as a Whole-time Director which was further approved by the members atthe Extra ordinary general meeting held on 28th April 2017. The appointment of Mr. AdityaBhandari as Whole-time Director is subject to ratification by the members at the ensuingSixth (6th) Annual General Meeting.
vii) Ms. Mallika Bajaj (DIN 06382457) was appointed as an Additional Director(Category: Non executive & Independent) effective 16th
March 2017. By virtue of provisions of Section 161 of Companies Act 2013 hertermexpires at the ensuing Sixth (6th) Annual General Meeting of the Company. The Members arerequested to approve her appointment as recommended by the Board and mentioned in theNotice convening the Sixth (6th) Annual General Meeting of the Company. Ms. Mallika Bajajif appointed as an Independent Director shall not be liable to retire by rotation.
viii) Ms. Shalini Vijay Kumar Kota (ICSI Membership No. ACS-42656) was appointed as theCompany Secretary and Compliance officer of the Company effective 24th October 2016 andshe ceased to be Company Secretary and Compliance officer of the Company effective 16thMarch 2017. The Board of Directors would like to record their appreciation for theservices rendered by her during her tenure as a Company Secretary of the Company.
ix) Ms. PreetiPacheriwala(ICSI Membership No. FCS-7502) was appointed as the CompanySecretary and Compliance officer designated Key Managerial Personnel of the Companyeffective 16th March 2017.
Note : The brief resume and other details relating to Mr. Vijay Singh Bapna (DIN02599024) Ms. Premlata Shantilal Daga(DIN 07637313) and Ms. Mallika Bajaj (DIN 06382457)(the appointees) as required to be disclosed under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is incorporated in the annexureto the notice calling 6th Annual General Meeting of the Company.
1. Mr. Vijay Singh Bapna (DIN 02599024) : Director (Non-executive Independent)
2. Mr. Rajeev BhagwatChand (DIN 03638608) : Whole Time Director and Chief FinancialOfficer
3. Mr. Aditya Bhandari (DIN 07637316) : Whole Time Director
4. Ms. Premlata Shantilal Daga(DIN 07637313) : Director (Non-executive Independent)
5. Ms. Mallika Bajaj (DIN 06382457) :
Director (Non-executive Independent)
6. Ms. Preeti Pacheriwala (IT PAN: BASPP9707N) : Company Secretary & ComplianceOfficer
RETIREM ENT BY ROTATION
Pursuant to Section 152 of Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (as amended) Mr. Rajeev Bhagwat Chand (DIN03638608 & PAN AFSPC3221L) Whole Time Director and Chief Financial Officer retires byrotation and being eligible offers himself for appointment.
The Board of Directors of the Company recommends the appointment of Mr. Rajeev BhagwatChand (DIN 03638608 & PAN AFSPC3221L) Whole Time Director and Chief Financial Officerto the Shareholders for their consideration at the Sixth (6th) Annual GeneralMeeting. The brief resume and other details relating to Mr. Rajeev Bhagwat Chand (DIN03638608 & PAN AFSPC3221L) as required to be disclosed under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is incorporated in theannexure to the notice calling Sixth (6th) Annual General Meeting of theCompany.
In pursuant to the provisions of Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended)and other applicable provisions and rules of the Companies Act 2013 the designated KeyManagerial Personnel of the Company as on 31st March 2017 are as follows:
1) Mr. Rajeev Bhagwat Chand (DIN 03638608 & IT PAN AFSPC3221L) : Whole TimeDirectorand Chief Financial Officer
2) Mr. Aditya Bhandari (DIN 07637316) :Whole Time Director
3) Ms. Preeti Pacheriwala (IT PAN BASPP9707N) : Company Secretary & ComplianceOfficer
DECLARATION UNDER SECTION 149 (6) OF THE COMPANIES ACT 2013 FROM THE INDEPENDENTDIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.
During the financial year 2016-2017 under review a meeting of the IndependentDirectors of the Company which was duly convened held and conducted without theparticipation of Executive Directors of the Company on 16th March 2017.
10. MEETINGS OF BOARD OF Dl RECTORS:
The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and/or the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
11. BOARD EVALUATION
In pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 theBoard of Directors of the Company is committed to get its performance evaluated in orderto identify its strengths and areas in which it may improve its functioning. To that endthe Nomination and Remuneration Committee has established the process for evaluation ofperformance of Directors including Independent Directors the Board and its Committees.The evaluation of performance of Executive Directors is done by Independent Directors. TheCompany has devised a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors throughquestionnaire to
judge the knowledge to perform the role time and level of participation performanceof duties professional conduct independence etc. The appointment/re-appointment /continuation of Directors on the Board shall be based on the outcome of evaluationprocess.
During the year under review as per the policy for the performance evaluation formalevaluation of performance of Directors including Independent Directors the Board and itsCommittees was made by the Independent Directors and the Nomination and RemunerationCommittee in their respective meetings and the evaluation result was placed before theBoard for its information and consideration.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(a) that in the preparation of the Annual Accounts for the year under review allapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
(b) and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give atrue and fair view of the state of afFairs of the Company as at31st March 2017 and of the profit of the Company forthe year ended on thatdate;
(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the directors had prepared the annual accounts on agoing concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. COMM ITTEE OF THE BOARD OF DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 read with the rules made thereunder and Listing Regulations the Board has constituted the following Committee(s)namely:
a) Audit Committee
b) Stakeholder Relationships Committee
c) Nomination and Remuneration Committee
d) Corporate Social Responsibility Committee
The detailed disclosure of all the Committees of the Board of Directors is provided inthe Report on Corporate Governance which forms part of this Annual Report as"Annexure D".
14. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:
In pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule7 of The Companies(Meetings of Board and its Powers) Rules 2014 the Company hasestablished a Vigil Mechanism that enables the Directors and Employees to report genuineconcerns. The Vigil Mechanism provides for (a) adequate safeguards against victimizationof persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the AuditCommittee of the Board of Directors of the Company in appropriate or exceptional cases.
The detailed disclosure of the Vigil Mechanism policy are made available on theCompany's website www.globaledu.net.in and have also been provided in the CorporateGovernance Report forming part of this Report.
15. RISK MANAGEMENT:
Your Company has long been following the principle of risk minimization as is the normin every industry. The Board members were informed about risk assessment and minimizationprocedures after which the Board
formally adopted steps for framing implementing and monitoring the risk managementplan forthe company.
The main objective of this plan is to ensure sustainable business growth with stabilityand to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the plan establishesastructured and disciplined approach to Risk Management in orderto guide decisions onrisk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk and legal risk. As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.
16. AUDITORS&THEIR REPORT
I. STATUTORY AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 139141 142 of the Companies Act 2013 read withthe Rules made there under M/s. DheerajKochar& Co. (Firm Registration No. 125864W)Chartered Accountants Mumbai were appointed as the Statutory Auditor of the Company fora term of 5 years subject to ratification by the members at every subsequent AnnualGeneral Meetings of the company.
However being the listed entity the Company should ensure that the limited review oraudit reports submitted to the stock exchange(s) on a quarterly or annual basis are to begiven only by an auditor who has subjected himself to the peer review process of theInstitute of Chartered Accountants of India and holds a
valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The existing Statutory Auditors of the Company namely M/s.DheerajKochar& Co. Chartered Accountant Mumbai (ICAI Firm Registration No. 125864W)has confirmed the Company that they do not possess any valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India. As such they haveexpressed their inability to continue to act as the Statutory Auditors of the Company forfurther period/s.
Considering the same the Audit Committee of the Company at its meeting held on 27thMarch 2017 amongst others has finalised the name of M/s. S. S. Kothari Mehta & Co.Chartered Accountants New Delhi (ICAI Firm Registration No. 000756N) as the StatutoryAuditors of the Company for a term of two (2) years to hold the office of the StatutoryAuditors of the Company for the financial year 2016- 2017 and 2017-2018 subject toratification by the Members at the ensuing Sixth (6th) Annual General Meeting andrecommended the same for further approval of the Board of Directors and/or Members of theCompany at such remuneration as agreed between the Board and the said Auditors plusService tax (as applicable) and out of the pocket expenses if any incurred in connectionwith the Audit of Financial Statements of the Company.
M/s. S. S. Kothari Mehta & Co. (Firm Registration No. 000756N) CharteredAccountants New Delhi Statutory Auditors have furnished a Certificate of Consentqualification and eligibility for their appointment including re-appointment under Section139 and 141 of the Companies Act 2013 read with rules and regulations made thereunder.
The Auditor's Report submitted by M/s. S. S.
Kothari Mehta & Co. (Firm Registration No. 000756N) Chartered Accountants NewDelhi the Statutory Auditors of the Company to the shareholders for the financial year2016-2017 ended 31st March 2017 does not contain any qualification. The observations madeby the Statutory Auditors in their report are self- explanatory and have also been furtheramplified in the Notes to the Account and as such do not call for any explanations.
During the financial year 2016-2017 under review:
a) There is no fraud occurred noticed and/or reported by the Statutory Auditor underSection 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors)Rules 2014 (as amended).
b) The observations made by the Statutory Auditors on the financial statements for thefinancial year 2016-2017 under review including the affairs of the Company are selfexplanatory and do not contain any qualification reservation adverse remarks ordisclaimerthereof.
As such no specific information details or explanations required to be given orprovided by the Board of Directors of the Company.
II. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedCS. Riddhita Agrawal Company Secretary in Practice Nagpur (Membership No. ACS 34625& Certificate of Practice No. 12917) to conduct Secretarial Audit for the financialyear 2016-17.
The Secretarial Audit Report for the financial year ended 31 March 2017 in Form MR-3is attached as "Annexure - A" and forms a part of this Annual Report. TheSecretarial Audit
Report does not contain any qualification reservation or adverse remark.
The Board of Directors of the Company has reappointed CS. Riddhita Agrawal CompanySecretary in Practice Nagpur (Membership No. ACS 34625 & Certificate of Practice No.12917) to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 prescribed under Section 204 of theCompanies Act 2013 for the financial year 2017-2018.
III. COST AUDIT:
The provisions of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 and Rule 14 of the Companies (Audit and Auditor) Rules2014 are not applicable to the Company.
IV. INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY
The Company has appointed an Internal Auditorto check and have an effective internalcontrol and risk-mitigation system which are assessed and strengthened with standard
operating procedures. The Company's internal control system is commensurate with itssize scale and modalities of operation. The main trust of the audit is to test and reviewcontrols appraisal of riskand business process.
The Audit Committee of the Board of Directors reviews the adequacy and effectiveness ofthe internal control system and suggests improvement to strengthen the same. The Companyhas strong Management Information System being an integral part of control mechanism.
The Audit Committee Statutory Auditors and the Business Heads are periodicallyapprised of the internal audit findings and corrective actions taken. Audit plays animportant role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee. Proper steps have been taken to ensure and maintain objectivity andindependence of Internal Audit. There were no adverse remarks or qualification on accountsof the Company from the Internal Auditors
17. PERSONNEL/PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each directortothe median remuneration of theemployees of the Company forthe financial year:
#Note: The Executive directors of the Company have been appointed during part of theFinancial year2016-2017Therefore the figures are not comparable and as such not providedin the report.
b.The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:
c. The percentage increase in the median remuneration of employees in the financialyear: 1.69%
d. The Median Remuneration of employees (MRE) excluding Whole Time Directors was Rs.18100/- and Rs. 17800/- in fiscal 2017 and fiscal 2016 respectively. The increase in MREexcluding Whole Time Directors in fiscal 2017 as compared to fiscal 2016 is 1.69%.
e. The number of permanent employees on the rolls of Company as on 31st March 2017 :121 employees
The explanation on the relationship between
average increase in remuneration and Company performance:
On an average employees received an annual increase between 5% to 15%.
The increase in remuneration is in line with the market trends in the respectiveService Industry. In order to ensure that remuneration reflects Company performance theperformance pay is also linked to organization performance apart from an individual'sperformance.
f. Comparison of the remuneration of the keymanagerial personnel against theperformance ofthe Company:
g. Variations in the market capitalisation ofthe Company price earnings ratio as attheclosing date of the current financial year and previous financial year: Key ManagerialPersonnel against the performance ofthe Company:
The closing price of the Company's equity shares on NSE e-MERGE (SME Emerge Platform)as on 31st March 2017 was Rs.224/-
h. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable as no variable component of remuneration availed by thedirectors.
i. The ratio ofthe remuneration of the highest paid director to that ofthe employeeswho are not directors but receive remuneration in excess ofthe highest paid directorduring the year: None.
j. Affirmation that the remuneration is as per the remuneration policy ofthe Company:The Company affirms remuneration is as per the remuneration policy ofthe Company.
k. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure. Further the report and theaccounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act the said annexure is open for inspection at the Registered Officeof the Company. Any shareholder interested in obtaining a copy ofthe same may write to theCompany Secretary of the Company at the registered office ofthe Company.
None of the employee listed in the said Annexure is a relative of any director of theCompany. None of the employee holds (by himself or along with his spouse and dependentchildren) more than two percent of the Equity shares ofthe Company
18. EXTRACTOF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 (as amended) is furnished inthe Form MGT-9 as "Annexure - B" attached to this report which forms anintegral part of this report.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF TH E COM PANIES ACT 2013:
During the financial year 2016-2017 under review the Company has not given and/orextended any Loans to Investments in other bodies corporate nor given and/or extendedguarantees or provided securities to other bodies corporate/s or persons covered under theprovisions of Section 186 ofthe Companies Act 2013 read with the Rules made there underexcept an advance which was granted to a body corporate namely Mrugnayani InfrastructuresPrivate Limited [Not related to the Promoters Promoters Group Directors Key ManagerialPersonnel (KMP) of the Company and/or their relatives as a Related Party as defined underSection 2(76) of the Companies Act 2013] The Members are requested to refer the Note/sto the financial statements which forms the part ofthe Annual Report for detailedinformation.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013:
During the financial year 2016-2017 there were no transactions / contracts /arrangements have been entered into by or with any ofthe Promoters Promoters GroupDirectors Key Managerial Personnel (KMP) of the Company and/or their relatives exceptPayment of Managerial Remuneration to the Executive (Whole-time) Director/s of theCompany.
Accordingly the detailed information for the transactions with the Key ManagerialPersonnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section134(3)(h) ofthe Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules2014 (as amended) are provided in "Annexure - C" in prescribed Form No. AOC-2and the same forms part of this Annual Report.
21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Sections 123 and 125 of Companies Act 2013; the relevant amounts whichhave remained unclaimed and unpaid for a period of seven (7) years from the date theybecame due for payment have been transferred to the Investor Education and Protection Fund(IEPF) administered by the Central Government During the year under review there was noamount liable or due to be transferred to Investor Education and Protection Fund duringthe financial year 2016-2017 ended 31st March 2017.
22. CORPORATE GOVERNANCE:
The members may please note that the provisions relating to Corporate Governance
i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the Company and accordingly the Company is notrequired to submit the Corporate Governance Report with this Annual Report Howeverkeeping in view the objective of encouraging the use of better practices through voluntaryadoption the Company has decided to adopt and disseminate voluntary disclosure ofCorporate Governance which not only serve as a benchmark for the corporate sector but alsohelp the Company in achieving the highest standard of corporate governance.
Accordingly a voluntary disclosure i.e. the report on Corporate Governance asstipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended as Annexure - D' and forms apart of this report.
As such the Members may note that any omission of any corporate governance provisionsshall not be construed as non compliance of the above mentioned regulations.
23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT : Management's Discussion and AnalysisReport for the year under review as stipulated under Regulation 34 read with Schedule Vto the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes in the Corporate Social Responsibility as an integral part of itsbusiness. Illiteracy and poverty are some of the most critical problems that our countryhas been facing for years. One of the most effective solutions to solve these iseducation but a great margin of people cannot afford to get them self educated. In such asituation scholarship is that one thing which can not only provide people a financial aidto move on the path of education but also encourage them to choose that path.
This scholarship is provided every year on Pan India Level and applications are to beinvited irrespective of any reservations. It has a very simple eligibility criteria andprocedure to apply. The main emphasis is on being the students who are deprived anddeserving.
The projects are in accordance with Schedule VII of the Companies Act 2013 and theCompany's CSR policy. The Report on CSR Activities as required under Companies (CorporateSocial Responsibility Policy) Rules 2014 is set out as "Annexure - E" formingpart of this Report.
25. LISTING OF SHARES:
The Equity shares of the Company continued to be listed with and actively traded on TheNational Stock Exchange of India Limited (NSE) EMERGE [SME Platform]The listing fees forthe financial year 2016-2017 has been paid
to the Stock Exchange on 24th April 2017.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on energy conservation technology absorption and foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in theAnnexure - F' attached to this report which forms an integral part of this report.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT:
During the financial year 2016-2017 under review there are no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year to which this financial statements relate and date of thisreport.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year 2016-2017 under review no significant and material orders ispassed by any of the Regulators / Courts / Tribunals which would impact the going concernstatus of the Company and its future operations.
29. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDERTRADING AND OTHER CODES /POLICIES:
Your Directors are pleased to report that your Company has complied with the:
1. Code of Business Principles and Conduct;
2. Code of Prevention of InsiderTrading in Global securities by the designated persons(insider) (as amended from timetotime);
3. Code for Vigil Mechanism - Whistle Blower Policy;
4. Code for Independent Directors;
5. Corporate Social Responsibility Policy;
6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations2015);
7. Policy for determining of'material' Subsidiary (Regulation 16 of the SEBI (LODR)Regulations 2015);
8. Policy on materiality of related party transaction/s and on dealing with relatedparty transactions (Regulation 23 of the SEBI (LODR) Regulations 2015); and
9. Policy for determination of materiality based on specified criteria andaccordingly grant authorisation for determination of materiality of events (Regulation 30of the SEBI (LODR) Regulations 2015).
The aforesaid code(s) and policy(ies) are posted and available on the Company's websitewww.globaledu.net.in .
30. MATERIAL DEVELOPMENT IN HUMAN RESOURCES:
i) INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication shown by itsemployees and Visiting Faculties in all areas of operations. The Company has a structuredinduction process and management development programs / Teacher training workshops toupgrade skills of managers / Faculties. Objective appraisal systems based on Key ResultAreas are in place for senior
management staff. Additional efforts are continued to be implemented with a view toobtain commitment and loyalty towards the organization.
The Company is dedicated to enhance and retain top talent through superior learning andorganizational development as this being the pillar to support the Company's growth andsustainability in the future.
ii) SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
Global Education Limited ("the Company") has in place an Anti SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013 and Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexual harassmentat workplace with a mechanism of lodging & redress the complaints. All employees(permanent contractual temporary trainees etc) are covered underthis Policy. During theyear 2016- 17 the Company has not received any complaint of sexual harassment. TheCertificate by Whole Time Director(s) of the Company to that effect is enclosed herewithas an Annexure - G' and forms part of this report.
iii) H EALTH AN D SAFETY
The operations of the Company are conducted in such a manner that it ensures safety ofall concerned and a pleasant working environment. Safety Committee and Apex Committee areavailable for periodical review on safety health & environment of all departments.
RegularTraining on Safety is being organized for New Joinee regular employees &contract labour. Mock-drills are conducted for practical exposure to meet emergency needon quarterly basis. Hand book on safety awareness are distributed to all employees.
iv) CODE OF CONDUCT COMPLIANCE
A declaration signed by the Whole Time Directors affirming compliance for the FinancialYear 2016-17 with the Company's Code of Conduct by the Directors and Senior Management asrequired under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements)Regulations as amended is annexed as a part of the Corporate Governance Report.
v) OTHER DISCLOSURES
The details regarding Board and its Committee meetings Declaration by IndependentDirectors Remuneration policy for Directors and KMP's Induction training andfamiliarization programes for Directors including Independent Directors and such otherrelated information has been provided under the Corporate Governance Report which formspart and parcel of the Board's Report.
a) Annex - A : Secretarial Auditors Report in Form No. MR-3;
b) Annex - B: Extract of Annual Return as of 31st March 2017 in the prescribed FormNo. MGT-9;
c) Annex - C: Form AOC-2;
d) Annex - D :Report on Corporate Governance;
e) Annex - E: Annual Report on Corporate Social Responsibility (CSR) activitiestogether with expenditure details
f) Annex - F : Report on Energy Conservation Technology Absorption and ForeignExchanges Earnings and Outgo
g) Annex - G : Certificate on Sexual Harassment of Women at the Workplace and itsPrevention Prohibition &Redressal.
The Board of Directors place on record their appreciation for the co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also
thanks the employees at all levels who through their dedication co-operation supportand smart work have enabled the company to
achieve a remarkable growth and is determined to poise a rapid and excellent growth inthe years to come.
For and on behalf of the Board
WHOLETIME DIRECTOR&CFO RAJEEVCHAND
Address: S-3 S-4 A-2 G G Complex Seminary
Hills Nagpur-440006 Maharashtra India
Date : 22 May 2017
ADITYAB HAN DARI
Address: FlatNo.A/5025th Floor ShriMohini
Raj Apartment KhareTown Dharampeth
Nagpur440010 Maharashtra India