To the Members of the Company
Your Directors have pleasure in presenting the 32nd Annual Report on the Business andOperations of your Company with Audited Accounts for the Financial year ended on 31stMarch 2017. The Financial Results of the Company are summarized below:
|PARTICULARS ||Standalone for the year ended 31st March 2017 ||Standalone for the Year ended 31st March 2016 ||Consolidated for the year ended 31st March 2017 ||Consolidated for theYear ended 31st March 2016 |
| ||(inRs.) ||(inRs.) ||(inRs.) ||(inRs.) |
|GROSS REVENUE ||159146871 ||207548424 ||160549985 ||228358041 |
|PROFIT /(LOSS) BEFORE DEPRECIATION/ AMORTIZATION EXPENSES AND TAXATION ||23857689 ||31546763 ||7700487 ||4708314 |
|Less: Depreciation & ||(14625317) ||(16093091) ||(19259077) ||(63536654) |
|Amortization Expenses || || || || |
|PROFIT /(LOSS) FOR THE YEAR BEFORE TAXATION ||9232372 ||15453674 ||54921886 ||(58828340) |
|Less: Provision for Taxation || || || || |
|Current Tax ||1759228 ||3282775 ||1759228 ||3282775 |
|Deferred Tax ||3695017 ||6447887 ||3695017 ||1651178 |
|MAT ||(1759228) ||(3150850) ||(1759228) ||(3150849) |
|Entitlement || || || || |
|PROFIT/(LOSS) AFTER TAX ||5537355 ||8873861 ||(37739211) ||(60611444) |
|Less: Minority Interest || ||- ||12464982 ||4294829 |
|Profit on Saleof Subsidiary ||- ||- ||33240238 ||13594412 |
|Profit /(Loss) of VJTF Infrastructure Private Limited ( Associate) || ||- ||3106519 ||42606 |
|Prior Period Taxation ||3959949 ||- ||22485604 ||- |
|Adjustment || || || || |
|Add: Brought forward balance from previous year ||(17350844) ||(26224706) ||(63684995) ||(21005397) |
|Balance Carried to Balance Sheet ||(15773438) ||(17350845) ||(52612467) ||(63684994) |
FINANCIALHIGHLIGHTSAND PERFORMANCE OF THE COMPANY
On Standalone Basis the Gross Revenue of the Company for the Financial year 2016-17isRs.159146871/-as compared to Rs.207548424/-for the previous Financial Year ended 31stMarch 2016. Earnings Before Tax Depreciation andAmortizationisRs.23857689/-in theCurrent Financial Year as compared to Rs.31546763/-forthe previous Financial Year ended31stMarch 2016.ProfitAfterTax for the Current Financial YearisRs.5537355/-.
On Consolidated Basis the Gross Revenue for the Financial Year 2016-17 is Rs.160549985/-as compared to Rs.228358041/-for the previous Financial year ended 31stMarch 2016. Profit before Tax Depreciation and Amortization is Rs. 7700487/- ascompared to Loss before Tax Depreciation and Amortization of Rs.4708314/-for theprevious Financial Year ended 31st March 2016.LossafterTax for the Current Financial YearisRs.37739211/-
The Company has established itself as an emerging player in the Education ServicesSegment. The Company provides services to Operational Education Projects at-(1)RamchandraLane Malad (West) Mumbai (2) Bangur Nagar Goregaon (West) Mumbai (3)Udaipur(4)Bhilwara and (5) Chikoowadi Mumbai and has also invested in upcoming Education Projectat Chikoowadi Borivali (West) Mumbai through its subsidiary. During the Financial Yearunder review the Business Conductory Agreement for Pawan Baugh School Malad West hasexpired due to which certain courses were not carried out by the Company from academicsession beginning from June 2016.Consequently the gross revenue of the company for theFinancial year 2016-2017 has reduced.
With the Expansion of Udaipur Projects and new Bhilwara Project coming into operationyourCompany will mark a strong presence of "Witty Brand"in up-market ofMumbai& Rajasthan.Revenues are expected to increase multifold once all the above NewEducation Projects are fully operational. The Company also provides required auxiliary /support services to other companies in the Education Sector and future prospects of theCompany looks promising.
The directors do not recommend any dividend for the Financial year under review.
The Company has not accepted any deposits under the applicable provisions of theCompanies Act 2013 and rules framed there under.
Your Directors propose to carry Rs.5537355/-being the profit for the current year tothe Balance Sheet during the Financial year ended March 31 2017.
There was no change in the Authorized and Paid-up Share Capital of the Company duringthe year.
The Authorized Share Capital of the Company is Rs. 200000000/-(Rupees Twenty Croresonly) divided into 20000000 (Two Crore) Equity Shares of Rs. 10/-each.
The Paid-up& Subscribed Share Capital of the Company is Rs. 176000000/-(RupeesSeventeen Crores Sixty Lakhs only) divided into 17600000 (One Crore Seventy SixLakhs)Equity Shares of Rs. 10/-each.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation17 to27read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on Corporate Governance is included as a part ofthis Annual Report. Certificate from the Statutory Auditors of the Company confirming thecompliance with the conditions of Corporate Governance as stipulated under Regulations17to27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isincluded as a part of this report.
The Company's shares are listed on BSE Limited. The Company has paid listing fees ofRs. 227032/-for the Financial Year2016-17to BSE Limited.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. CHANGES IN DIRECTORS
There are no changes in Directorship of the Company in the Financial year 2016-17.
2. DECLARATION BY INDEPENDENT DIRECTORS
All of the Independent Directors have given a declaration that they meet the criteriaof independence as laid down under section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and there has been no change in the circumstances which may affect their status asIndependent 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 Fivetimes during the year on31/05/201613/08/201614/11/201614/02/2017&23/03/2017in respect of which proper notices weregiven and proceedings were properly recorded signed and maintained in the Minutes Bookkept by the Company for the purpose. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD
The Company has constituted an Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee as per the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A detailed noteon the Board and its Committees are provided under the corporate governance Report Sectionin this Annual Report. The composition of the Committees as per the applicable provisionsof 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 ||CA ShivratanSantosh Agarwal (Chairman) |
|Committee ||Mr. Hitesh GunwantlalVakharia |
| ||Mr. Vishal Punjabi |
Pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of Individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and Non Independent Directors were carried out by theIndependent Directors. The Board also carried out annual performance evaluation of theworking of its Audit Nomination and Remuneration Stakeholder 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 mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal Financial control and their adequacy are included inManagement 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:-
i. The percentage increase in Remuneration of each Director Chief Executive OfficerChief Financial OfficerCompany 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 ||16.67% |
|Dr. RainaVinay Jain Whole Time Director ||16.67% |
|CA Manoj Jain Chief Financial Officer ||10% |
|CS DayashreeManjayya Shetty Company Secretary ||Nil |
ii. The percentage increase in the median Remuneration of employees in the Financialyear: 10%
iii. The number of Permanent Employees on rolls of the Company: 225
iv.Variations in the Market Capitalization of the Company Price Earnings Ratio as atthe Closing Date of the Current Financial Year and Previous Financial Year:
|Particulars ||March 312017 ||March 312016 |
|Market Capitalisation || || |
|(Rs. In Lakhs) ||8844.00 ||9680.00 |
|Price Earnings Ratio ||167.5 ||110 |
v. Percentage Increase or Decrease in the Market Quotations of the Equity Shares of theCompany in comparison to the rate at which the Company cameout with last Public Offer:
Vinay Jain's Training Forum Private Limited was amalgamated with VJTF Eduservices Ltdon 20th December 2012. As per the Scheme of Amalgamation approved under the Order passedby the Hon'ble High Court of Judicature at Bombay the pre-amalgamation total equityshares of the Company was 1400000 and post-amalgamation total equity shares of theCompany was 17600000. The Company was permitted trading of 17600000 shares on BSE on6thJune 2013.
Thus after the listing of the new securities the market price of the equity shareswas Rs.55.00in comparison to the market price of Rs.50.25as on 31stMarch 2017.
vi. Average percentage increase already made in the salaries of employees other thanthe managerial personnel in the last Financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average annual increase for the employees of the company was around 10%. Howeverthere was no increase in the Managerial Remuneration.
vii. Comparison of each remuneration of the Key Managerial personnel against theperformance of the Company:
|Key Managerial Personnel ||% of Revenue |
|Dr. Vinay Jain Chief Executive Officer and Managing Director ||2.20% |
|Dr. Raina Vinay Jain Whole Time Director ||2.20% |
|CA Manoj Jain Chief Financial Officer ||0.50% |
|CS DayashreeManjayya Shetty Company Secretary ||0.075% |
viii.The key parameters for any variable component of remuneration availed by thedirectors:
Minimum remuneration paid as per schedule V of the Companies Act 2013.
ix. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.
x. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per there muneration policy of theCompany.
No employee of the company is falling under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
As perSEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015Corporate Governance Report along with Auditor's Certificate CEO/CFO Certificate andManagement Discussion and Analysis are attached herewith which forms part of this report.
Policy for determining material subsidiaries of the Company is available on the websiteoftheCompany(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 theCompany (URL:http://www.vjtf.com/investor-relations/related-parties-transaction-policy).
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as defined underRegulation 22of SEBI Listing Regulations for directors andemployees to report concerns about unethicalbehavior. No person has been denied access tothe Chairman of the audit committee. The said policy has been also put up on the websiteof the Company at the following link(URL:http://www.vjtf.com/investor-relations/whistle-blower-policy).
The Company has adopted a Policy on Determination ofMateriality forDisclosures'as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (URL: http://www.vjtf.com/investor-relations) and aPolicy forPreservation of Documents' as per Regulation 9 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. (URL:http://www.vjtf.com/investor-relations)
At the beginning of the year the Companyhastwosubsidiaries.VJTF Buildcon PrivateLimited andRishi Reality Leasing Services Private Limited.Rishi Reality LeasingServicesPrivate Limitedceased to be the subsidiary of the Company w.e.f23rd March 2017.There hasbeen 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 theCompany Consolidated Financial Statements along with relevant documents and separateAudited Accounts in respect of subsidiaries forms part of the Annual Report of theCompany. The Company has the followingone subsidiaryas on 31stMarch 2017
VJTF Buildcon Private Limited(CIN: U45400MH2009PTC197093)
Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the Financial statements of the Company's subsidiaries in Form AOC-1 isattached to the Financial statements of the Company.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES
VJTF BUILDCON PRIVATE LIMITED
The Net Loss for the year under review amounted to Rs.22799/-in the current year ascompared to Rs.25760/-in the previous year.
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Accounting Standard viz. Accounting Standard 21 issued by the Institute ofChartered Accountants of India and forms part of this Annual Report.
The Company via Postal ballotheld on 31st July 2017appointed M/s J.KALA &ASSOCIATES (Firm Registration No 118769W)Chartered Accountants as Statutory Auditors ofthe Company to hold officetill the ensuing AGMand has been proposal for re-appointment atthe ensuing AGM. However their terms of appointment and remuneration shall be ratified bythe members of the Company in the ensuing AGM.
i) Statutory Auditor's:
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 9of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor-Mr.Rajvirendra Singh RajpurohitPracticing Company Secretary is enclosed as a part of this report in Annexure-3. Thequalification reservation adverse remarks or disclaimer made by the Secretarial Auditorin its report are self-explanatory. However Management of the Company ensures to be morecareful and dedicated in all of the compliances henceforth.
iii) Internal Auditor:
M/s.Anil B Jain & AssociatesChartered Accountants Mumbai performed the duties ofInternal Auditors of the company for the Financial Year2016-17and their report is reviewedby Audit Committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 read with rules framedthere under every Company including its holding or subsidiary and a foreign companywhich fulfills the criteria specified in sub-section (1) of section 135 of the Act shallcomply 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) ofsection 135 of the Act your Company is not required to constitute a Corporate SocialResponsibility Committee.
The Company has adopted a "Whistle Blower" Policy and has established thenecessary vigil mechanism for employees and directors to report concerns about unethicalbehavior as per the provisions regarding vigil mechanism as provided in Section 177(9) ofthe Companies Act 2013 read with rules framed there under.The"Whistle Blower"Policyis available on the website of the Company onhttp://www.vjtf.com/investor-relations/whistle-blower-policy.
RISK MANAGEMENT POLICY
The company has been addressing various risks impacting the companyreviewing the riskmanagement plan and ensuring its effectiveness. The Audit Committee has additionaloversightin the area of Financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The development and implementation of risk management policy has beencoveredin the Management Discussion and Analysis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of loans guarantees and investments as covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure 2to the Director's report.
HUMAN RESOURCE DEVELOPMENT
To ensure good humanresources management your company focuses on all aspects of theemployee lifecycle. This provides a holistic experience for the employees as well. Duringtheir tenure at the Company employees are motivated through various skill-developmentengagement and volunteering programs. All the while we create effective dialogs throughour communication channels to ensure that the feedback reach the relevant teams includingthe leadership. The company takes pride in the commitment competence and dedication shownby 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 exchangeearnings and outgo your Director's furnish hereunder the additional information asrequired.
A.Conservation of Energy
Information in accordance with the provisions of Section 134 (3) (m) read withtheCompanies (Accounts) Rules 2014 regarding conservation of energy does not apply to yourCompany.
B. Technology Absorption
Your Company has no foreign collaboration hence no particulars are offered.
C. Foreign Exchange Earning and Outgo
Asrequired under Section 134(3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the information relating to the foreign exchange earnings andoutgo are given in the Notes to the Financial statements as well as hereunder for the yearended 31stMarch 2017:
Expenditure in Foreign Currency : Rs.575737/-
Foreign Exchange Earnings during theyear: NIL
Pursuant to the requirements of Section 134(5) of the Companies Act2013 it is herebyconfirmed:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed alongwith proper explanation relating to material departures;
b) that the Director's had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial year and the profit or loss of the Company for the periodended 31.03.2017;
c) that the Directors had 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 any fraud andother irregularities;
d) that the Director's had prepared the annual accounts on a going concern basis ;
e) that the Director's have laid down internal Financial controls to be followed by thecompany andsuch internal Financial controls are adequate and were operating effectively;and
f) that the Director's had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 atWorkplace (Prevention Prohibition &Redressal) Act 2013. Further the Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andhave made necessary policies for safe and secure environment for women employees.
EXTRACT OF ANNUAL RETURN
The extract ofthe Annual Return in Form MGT-9 is annexed as ANNEXURE-1 and forms partof this report.
Your Directors' wishes to place on record its sincere thanks to all its CustomersSuppliers Bankers and Central & State Government Authorities for extending support toyour Company. The Board also places on record its sincere appreciation of the contributionmade by all the stakeholders for placing their faith and trust on the Board.
By Order of the Board of Directors For VJTF Eduservices Limited
|SD/- ||SD/- |
|Dr. Vinay Jain ||Dr. Raina Vinay Jain |
|Managing Director ||Whole Time Director |
|DIN-00235276 ||DIN-01142103 |
Place: Mumbai Date: 08/08/2017