To the Members
Your Directors present you the 23rd Annual Report of your Company and the AuditedAccounts for the financial year ended 31st March 2016.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2016 are as follows:
|Financial Highlights: || ||Amt in (Rs.) |
|Particulars ||2015-16 ||2014-15 |
|Total Revenue ||363422763.00 ||126321178.00 |
|Total Expense ||329572410.59 ||124696031.00 |
|Profit Before Tax ||33850352.41 ||1625147.00 |
|Less: Taxation || || |
|Current Tax ||10860084.00 ||656646.00 |
|Deferred Tax ||34853.00 ||62148.00 |
|Profit After Tax ||23025121.41 ||1030649.00 |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the 2015-16 is Rs. 363422763.00/- as againstRs.126321178.00/- in the previous year. The Net Profit before tax stood at Rs.33850352.41/- as against Rs. 1625147.00/- in the previous year. The Profit after Taxis Rs. 23025121.41/- as against Rs. 1030649.00/- in the previous year.
Due to future financial requirements profit has been deployed back to the Reserve& Surplus and the Directors have not recommended any dividend for the period endedMarch 31 2016.
4. CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENT
Dr. Piyush Gupta and Ms. Nidhi Madura were appointed as Additional Non-ExecutiveIndependent Director w.e.f 02nd April 2016 who hold office upto the date of ensuingAnnual General meeting of company and being eligible to offer their candidature forappointment as directors. Apart from this there are no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear to which this financial statements relate on the date of this report.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURINGTHE FINANCIAL YEAR ENDED MARCH 31 2016.
Dr. Girraj Kishore Varshney appointed as Managing Director in place of Mr. NeerajKaushik w.e.f. 21st May 2015 subject to shareholders approval and got shareholdersapproval in 22nd AGM held on 18th September 2015 and Mr. Neeraj Kaushik who was earlierManaging Director of the company has been re-designated as Director.
Mr. Indrajeet Goyal was appointed as a Whole Time Director of the company w.e.f. 21stMay 2015 in place of Mr. Prakash Chand Goyal who resigned from the post of Key ManagerialPersonnel got the approval of shareholders in 22nd Annual General Meeting held on 18thSeptember 2015.
Ms. Neha Bhasin was appointed as a Company Secretary of the company w.e.f. 21st May2015 in place of Ms. Preeti Sharma who resigned from the post of Company Secretary w.e.f.21st May 2015.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. SirshenduSinha Chaudhury was appointed as Chief Executive Officer (CEO) of the company w.e.f. 14thAugust 2015.
Dr. Harish Srivastava was appointed as Independent Director seeks approval forre-appointment has not been re-appointed by the shareholder in 22nd Annual General Meetingheld on 18th September 2015.
Ms. Minu Thommen who was appointed as non- executive director of the company becomesexecutive director w.e.f. 01st January 2016 but due to unavoidable circumstances sheresigned from the post of directorship on 31st March 2016 .The Board placed on record ofits appreciation for the valuable support rendered during her tenure.
In accordance with the provisions of Section 149 of the Companies Act 2013 andArticles of Association of the Company your Board of Directors are seeking theappointment of Mr. Girraj Kishore Varshney who is retiring by rotation at the ensuingAnnual General Meeting under the erstwhile applicable provisions of Companies Act 2013as Director.
The brief resume of the aforesaid directors and other information have been detailed inthe Corporate Governance Section of this report.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of TheCompanies Act 2013 read with Rule 12 of the Companies (Management and administration)Rules 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integralpart of this report.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All the transactions done with related parties for the year under review were on arm'slength basis and are in compliance with the applicable provisions of the Act and ListingAgreement.
There are no material significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee of the Company for its approval. policy on materiality of Related PartyTransactions and also on dealing with Related Party Transactions as approved by the Boardof Directors is uploaded on the website of the Company.
In compliance with Section 134(3) of the Companies Act 2013 particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 are enclosed in the Form AOC-2 as a part of this report. Annexure-2
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2015-2016 7 (Seven) meetings of the Board of Directors wereheld:
|1. May 21 2015 ||2. June 16 2015 |
|3. August 14 2015 ||4. November 06 2015 |
|5. December 21 2015 ||6. February 13 2016 |
|7. March 31 2016 || |
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:
In the preparation of the annual accounts for the year ended 31st March 2016the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed along with proper explanation relating to material departures;
They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2016 and of the profit andloss of the company for that period;
They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
They have prepared the annual accounts on a going concern basis;
They have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. STATUTORY AUDITOR
M/s AMRG & Associates. Chartered Accountants (Firm Registration No. 004453N) hasbeen appointed as Statutory Auditors of the Company due to the resignation of existingauditor M/s PVR-N & Co. Chartered Accountants ( subject to shareholders approval inensuing 23rd Annual General Meeting of the Company to be held on August 24 2016 to holdthe office from 23rd Annual General Meeting for term of consecutive five years tillconclusion of the 28th Annual General Meeting subject to the ratification of shareholdersat every Annual General Meeting.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms. RajniMiglani a Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for FY 2015-2016. The Report of Secretarial Auditor (FormMR-3) for the FY 2015-2016 is annexed to the report as Annexure-3.
14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company review the risks if any involved inthe Company from time to time and take appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme ofinternal audit by an independent professional agency and periodically reviewed by theAudit Committee. The internal control system is designed to ensure that all financial andother records are reliable for preparing financial statements other data and formaintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (earlier Clause 49 of Listing Agreement) so as to qualify themselves to be appointedas Independent Directors under the provisions of the Companies Act 2013 and the relevantrules.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Director's Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013. (Annexure-4)
20. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board Evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its Committees and individual Directors. Schedule IV ofthe Companies Act 2013 and regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report and forms part of this report However the actualevaluation process shall remain confidential and shall be a constructive mechanism toimprove the effectiveness of the Board/ Committee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)
Audit Committee :
The Audit Committee consists of the following members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Kanhaiya Tripathi
The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013and such other functions as may be specifically delegated to the Committee by the Boardfrom time to time.
Nomination and Remuneration Committee :
The Nomination and Remuneration Committee consists of the following members as on date
a. Dr. Rahul Misra
b. Ms. Nidhi Madura
c. Dr. Kanhaiya Tripathi
The powers role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178 of theCompanies Act 2013 besides other terms as may be referred by the Board of Directors.
Stakeholders' Relationship Committee :
The Stakeholders' Relationship Committee consists of the following members
a. Dr. Rahul Misra
b. Mr. Neeraj Kaushik
c. Dr Kanhaiya Tripathi
The Committee inter-alia reviews issue of duplicate certificates and oversees andreviews all matters connected with the Company's transfers of securities. It looks intoredressal of shareholders'/ investors' complaints related to transfer of sharesnon-receipt of balance sheet non-receipt of declared dividends etc. and such otherfunctions as may be specifically delegated to the Committee by the Board from time totime.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/ Whistle Blower Policy and overseasthrough the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co- employees and the Company. The Whistle Blower policy as approved by the Board hasbeen uploaded on the website of the Company i.e. www.virtualeducation.in
24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the Directors'Report and forms part of this report.
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are forming part of this report as Annexure-5.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
26. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2015-16 and assuch no amount of principal and interest was outstanding as on Balance Sheet date.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company do not involve in any manufacturing or processing activities theparticulars as required under section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 regarding conservation of energy and technologyabsorption are not applicable.
Further there was no Foreign Exchange earnings and outgo during the Financial Year2015-2016.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.
29. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary joint venture or associate Company.
30. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior of not only its officers and directors but also all of its employees.
31. LISTING OF SHARES
Your Company's shares are listed and are being traded on the BSE Limited.
32. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institutions and /or banks during the period under review.
Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitutions shareholders dealers and customers for their continued support assistancewithout this appreciable support it not possible for the company to stands in competitivemarket therefore company seeks this support in future too.
For and on behalf of the Board
Virtual Global Education Limited
Girraj Kishore Varshney
Chairman & Managing Director
Date: 18th July 2016
Place: New Delhi