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Global Education Ltd.

BSE: 538406 Sector: Others
NSE: GLOBAL ISIN Code: INE291W01011
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Global Education Ltd. (GLOBAL) - Auditors Report

Company auditors report

To the members of Global Education Limited Report on the Standalone FinancialStatements Opinion

We have audited the accompanying standalone financial statements of Global EducationLimited ("the Company") which comprise the balance sheet as at March 312020the statement of profit and loss and the cash flow statement for the year then ended anda summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view inconformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 its profit and its cash flowsfor the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance withStandards on Auditing specified under Section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the standalone financial statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by The Institute of CharteredAccountants of India (ICAI) together with the ethical requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and theRules there under and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone financial statements.

Emphasis of Matter

We draw attention to the note 43(b) to the accompanying standalone financial statementswhich describes the management's assessment of the impact of uncertainties arising becauseof COVID-19 Pandemic and its consequential effects on the Company.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1. Recognition of Revenue measurement presentation and disclosure as per AS-9 "Revenue Recognition". (Refer Note 1(g) of Accounting Policy). Our procedures included but were not limited to the following: • We performed walkthroughs to understand the key processes and identify key controls related Ind AS 9 "Revenue from operation"
• On a sample basis we performed testing to verify physical deliveries of product in the year to ascertain transfer of control.
• On a sample basis we performed the testing to verify that revenue from services are recognised when services are completed.
• We performed revenue cut-off testing by reference to bill dates of sales recorded either side of the financial year end had legally completed; and
• Selected a sample of sales contracts and read analysed and identified the distinct performance obligations in these contracts.
Based on our audit procedures we have concluded that revenue is appropriately recognized and that there was no evidence of management bias.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone financial statements and our auditor's report thereon. The Annual Report isexpected to be made available to us after the date of this Auditors' Report. Our opinionon the standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. When we read AnnualReport if we conclude that there is a material misstatement therein we are required tocommunicate the matter to those charged with governance.

Responsibilities of the Management and those charged with governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act read withrelevant Rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith the Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(I)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure A a statement on the matters specified in the paragraph 3 and 4 of theOrder.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which other best ofour knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) The balance sheet the statement of profit and loss and the cash flows statementdealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with relevant Rulesissued there under;

e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312020 from being appointed as a director in terms of Section 164 (2) of theAct;

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B";

g) In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid / provided by the Company in accordance with therequisite approvals mandated by the provision of section 197 read with Schedule V to theAct.; and

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There is no amount required to be transferred to the Investor Education andProtection Fund by the Company.

For S.S. Kothari Mehta & Company

Chartered Accountants Firm's Registration No. 000756N

AMIT GOEL

Place: Delhi

Date: June 30 2020 rnnrn-l

Membership No. 500607

UDIN: 20500607AAAAEI2792 K

Annexure - A

to the Independent Auditor's Report to the members of Global Education Limited datedJune 30 2020.

Report on the matters specified in paragraph 3 of the Companies (Auditor's Report)Order 2016 ("the Order') issued by the

Central Government of India in terms of section 143(11) of the Companies Act 2013("the Act") as referred to in paragraph 1 of

'Report on Other Legal and Regulatory Requirements' section.

I. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonableintervals. No Material discrepancies were noticed on such verification.

(c) The Company does not have any immovable asset. Hence clause 3(i)(c) of the Orderis not applicable to the Company.

ii. The Management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

iii. According to the information and explanations given to us and based on the auditprocedures conducted by us we are in the opinion that company has not granted any loanssecured or unsecured to companies firms Limited Liability Partnerships or other partiescovered in the register maintained under section 189 of the Act. Accordingly provisions ofclause 3(iii) of the Order are not applicable to the Company.

iv. According to the information and explanations given to us there are no loansinvestments guarantees and securities granted in respect of which provisions of section185 and 186 of the Act are applicable. Hence clause 3(iv) of the Order is not applicableto the Company.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of directivesissued by the Reserve Bank of India and provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed thereunder are not applicable.

vi. According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under clause (d) of sub-section (1) ofSection 148 of the Act for the Company's activities. Hence the provisions of clause 3(vi)of the Order are not applicable to the Company.

vii. (a) According to the information and explanations given to us and the records ofthe company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of provident fund employees' state insurance incometax Goods & service tax customs duty value added tax and other material statutorydues as applicable with the appropriate authorities. Further there were no undisputedamounts outstanding at the year-end for a period of more than six months from the datethey became payable as at March 312020.

(b) According to the information and explanations given to us and as per books andrecords examined by us there are no dues of sale tax or service tax or duty of custom orduty of excise and valued added tax that have not been deposited with the appropriateauthorities on account of any dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not taken any loan from banks financial institutions and government. TheCompany does not have any outstanding debentures.

ix. In our opinion and according to the information and explanations given to us theCompany has neither raised any money way of initial public offer / further public offernor obtained term loan during the year. Hence provisions of clause 3(ix) of the Order isnot applicable to the Company.

x. In our opinion and according to the information and explanations given to us wereport that no fraud by the company or on the company by the officers and employees of theCompany has been noticed or reported during the year.

xi. According to the information and explanations given by the management we are ofthe opinion that managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provision of section 197 read with Schedule V to theAct.

xii. The Company is not a Nidhi company. Therefore the provisions of clause 3(xii) ofthe Order are not applicable to the Company.

xiii. According to the information and explanations given to us all transactions withthe related parties are in compliance with section 177 and 188 of the Act and the detailshave been disclosed in the financial statements as required by the applicable accountingstandards.

xiv. According to the information and explanations given to us and on an overallexamination of the books of account the Company has not made any preferential allotmentor private placement of shares or fully or partial convertible debentures during the yearunder audit and hence not commented upon.

xv. In our opinion and on the basis of information and explanations given to us theCompany has not entered into non-cash transactions with directors and persons connectedwith him as referred to in section 192 of Act.

xvi. In our opinion and on the basis of information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For S S Kothari Mehta & Company

Chartered Accountants Firm's Registration No. 000756N

AMIT GOEL

Partner

Membership No. 500607

Place: Delhi

Date: June 30 2020

UDIN: 20500607AAAAEI2792

Annexure B to the Independent Auditor's Report to the Members of Global EducationLimited on its standalone financial statements dated June 30 2020

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act as referred to in paragraph 2(f) of 'Report on Other Legal and RegulatoryRequirements' section

We have audited the internal financial controls over financial reporting of GlobalEducation Limited ('the Company') as of March 312020 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit thefollowing material weakness has been identified in the operating effectiveness of theCompany's internal financial controls over financial reporting with reference to thesestandalone financial statements during the current financial year:

The Company's internal financial controls in respect of supervisory and review controlsover process of periodical reconciliation/ confirmations with vendors and tradereceivables were not operating effectively. Absence of aforesaid assessment in accordancewith the accounting principles generally accepted in India could potentially result in amaterial misstatement in the carrying value of these receivables and payables.Based on ourverification subsequently and as represented by the Management necessary remedialmeasures have since been taken to strengthen the controls.

A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control over financial reporting such that there is a reasonable possibilitythat a material misstatement of the company's annual or interim financial statements willnot be prevented or detected on a timely basis. In our opinion the Company has in allmaterial respects maintained adequate internal financial controls over financialreporting with reference to these standalone financial statements as of March 31 2020based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India and except for the possible effects of the materialweakness described above on the achievement of the objectives of the control criteria theCompany's internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as of March 312020.

Explanatory paragraph

We also have audited in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India as specified under Section 143(10) of theAct the standalone financial statements of Global Education Limited which comprise theBalance Sheet as at March 31 2020 and the related Statement of Profit and Loss and CashFlow Statement for the year then ended and a summary of significant accounting policiesand other explanatory information. This material weakness was considered in determiningthe nature timing and extent of audit tests applied in our audit of the March 312020standalone financial statements of the Company and this report does not affect our reportdated June 30 2020 which expressed an unmodified opinion on those standalone financialstatements.

For S S Kothari Mehta & Company

Chartered Accountants Firm's Registration No. 000756N

AMIT GOEL

Partner

Membership No. 500607

Place: Delhi

Date: June 30 2020

UDIN: 20500607AAAAEI2792

.