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Global Education Ltd.

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

Company director report

To

The Members

Global Education Limited

The Board of Directors of the Company hereby present the Ninth (09th) Annual Reporttogether with the Audited Financial Statements (Standalone and Consolidated) of theCompany for the year 2019-2020 ended 31st March 2020 ("year under review/FY2019-2020").

1. PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS:

The financial performance of the Company for the year 2019-2020 ended on 31st March2020 is summarized below:

Particulars

Standalone

Consolidated

Current Financial Previous Financial Current Financial Previous Financial
Year 2019-2020 Year 2018-2019 Year 2019-2020 Year 2018-2019
Revenue from Operation
A. Sale of Traded goods 40723665 104630776 40723665 104630776
B. Sale of Services 219348059 195113843 219348059 195113843
Other Income 24830049 20091690 24830049 20091690
Total Income 284901773 319836309 284901773 319836309
Profit Before Depreciation Interest and Tax (PBDIT) Total Expenditure inclusive of other income 133782825 123227266 133782825 123227266
Finance Cost 1651920 3407398 1651920 3407398
Depreciation and amortization expense 25456792 26865915 25456792 26865915
Profit before Exceptional & Extra Ordinary Items &Tax 106674113 92953953 106658010 92938103
Exceptional Items Net (Loss) / Gain - - - -
Tax Expense :
Current Tax (29363770) (27644231) (29363770) (27644231)
Deferred Tax 1432787 1356397 1432787 1356397
Income Tax relating to earlier Year -- -- __
Net Profit for the Year after Tax before Share of Profit/(loss) in associate - - 78727027 66650268
Profit /(Loss) from Associate Company - - (0) (733353)
Net Profit for the Year 78743130 66666119 78727027 65916915
Appropriations: Transfer to Capital Redemption Reserves - 250000 250000
Dividend Paid on Equity Shares 9932000 12415000 9932000 12415000
Dividend Distribution Tax 2041552 2551940 2041552 2551940
Earnings Per Share:
Basic 31.71 26.85 31.71 26.55
Diluted 31.71 26.85 31.71 26.55

(a) Financial Performance:

(i) Standalone Financial Highlights

• During the current financial year 2019-2020 ended 31st March 2020 the Company'stotal Revenue from operation is Rs. 260071724./- (Sale of traded goods and Sale ofServices) as against of Rs. 299744619/- (Sale of traded goods and Sale of Services) inthe corresponding previous year 2018-2019 ended 31st March 2019.

• Income from other sources is Rs.24830049/- as against Rs. 20091690./- ofthe corresponding previous financial year 2018-2019 ended 31st March 2019.

• The Profit after tax (PAT) for the financial year 2019-2020 ended 31st March2020 is Rs. 78743130./- as against Profit of Rs. 66666119/- of the correspondingprevious financial year 2018-2019 ended 31st March 2019.

• Earnings per share as on 31st March 2020 is Rs. 31.71. vis a vis Rs. 26.85 as on31st March 2019.

(ii) Consolidated Financial Highlights

• During the current financial year 2019-2020 ended 31st March 2020 the Company'stotal Revenue from operation is Rs. 260071724./- (Sale of traded goods and Sale ofServices) as against of Rs. 299744619/- (Sale of traded goods and Sale of Services) inthe corresponding previous year 2018-2019 ended 31st March 2019.

• Income from other sources is Rs.24830049/- as against Rs. 20091690./- ofthe corresponding previous financial year 2018-2019 ended 31st March 2019.

• The Profit after tax (PAT) for the financial year 2019-2020 ended 31st March2020 is Rs. 78727027./- as against Profit of Rs. 65916915/- of the correspondingprevious financial year 2018-2019 ended 31st March 2019.

• Earnings per share as on 31st March 2020 is Rs. 31.71./- vis a vis Rs. 26.55 ason 31st March 2019.

Operations of the Company and business overview have been discussed in more detail inthe Management Discussion and Analysis forming a part of this report.

(b) TRANSFER TO RESERVES (BALANCE SHEET):

As per Standalone financials the net movement in the reserves of the Company as at 31March 2020 (FY 2019- 2020) [Previous Year ended 31

March 2019 (FY 2018-2019)] is as follows :

S. No Particulars - Standalone Financial Year 2019 - 2020 Financial Year 2018 - 2019

Amount in Rs.

01 Capital Redemption Reserve 250000 250000
02 Securities Premium Reserve 87969556 87969556
03 Surplus in Statement of Profit & Loss 257388734 190619156
Total Reserve & Surplus 345608290 278838712

The Members are advised to refer the Note No. 04 as given in the financial statementswhich forms the part of the Annual Report for detailed information.

( c ) RETURNS TO INVESTORS (DIVIDEND):

Your Company continues to be on the path of profitable growth. The Company's cash flowand financial position continue to be strong. Considering the cash requirement forbusiness growth and debt servicing the Board believe that a steady dividend payout willbest serve the interests of the Company and of the shareholders especially those dependenton regular income. During the Financial Year 2019-2020 under review the Board ofDirectors of your Company has at its Meeting No 4 held on 13th November 2019 declared anInterim Dividend @ 25% i.e. Rs. 2.50 (Rupee Two and Paise Fifty Only) per Equity Share offace value of Rs.10/- each fully paid-up for the current financial year 2019-2020 ended31st March 2020 which was paid to the members whose names appeared on the Register ofMembers of the Company on 23 rd day of November 2019;. The total interim dividend payoutincluding dividend distribution tax (Rs.1275970/-) was Rs.7483470/-

Your Directors recommended a final dividend @ 15% i.e. Rs. 1.50 (Rupees One and PaiseFifty Only) per Equity Share of face value of Rs.10/- each aggregating to Rs. 3724500/-excluding dividend distribution tax to be appropriated from the profits of the year 2019 -2020 subject to the approval of the shareholders (members) at the ensuing Ninth (09th)Annual General Meeting and will be paid to those members whose names appear on theRegister of Members on Friday 18th September 2020.

Cumulatively the Board of Directors of your company has declared / recommended a totalDividend comprising of Interim Dividend and Final Dividend (subject to approval of theMembers of the Company at the ensuing Ninth (09th) Annual General Meeting ) amounting toRs. 9932000/- per Equity Shares of face value of Rs.10/- each((@ 40%) for the year underreview. Our Company has no formal dividend distribution policy ; however the said dividendpay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividendissued by the Institute of Company Secretaries of India.

(d) OTHER FINANCIAL DISCLOSURES:

(i) SEGMENT WISE PERFORMANCE

Your company has identified two reportable business segment viz. Educational BusinessSupport Activities &"Educational Training and Development Activities. There areno other primary reportable segments. The major and material activities of the company arerestricted to only one geographical segment i.e. India hence the secondary segmentdisclosures are also not applicable.

* EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES:

The Company achieved Gross Value Services of Rs.881.73 Lakhs during the financial yearcompared to Rs.957.48 Lakhs in the preceding financial year on standalone basis. Thissegment reported steady performance during the year on the increase demand for trainingand soft skill development programs in the Corporates and other allied institutions. Thiswas further aided by benefits accruing from Deen Dayal Upadhyaya Grameen Kaushalya Yojna(DDU-GKY) (a scheme of Ministry of Rural Development (MoRD)) skilling for imparting fortraining & skill development programs in the State of Maharashtra and to transformrural poor youth into an economically independent and globally relevant workforce.

* EDUCATIONAL BUSINESS SUPPORT ACTIVITIES:

The Company achieved Gross Value of Trading and Support activities comprised ofRs.1718.98 Lakhs during the financial year compared to Rs.2039.96 Lakhs in the precedingfinancial year on standalone basis. The Performance Products segment demonstrated a slightdecrease in FY 2019-2020 with revenues of Rs.172.50 Lakhs from test preparation of variousexaminations and other competitive exams . Revenue during FY 19-20 was impacted because ofCOVID-19 lockdown restrictions in second half of March 2020. However your Company hasdeveloped an extensive network of domestic clientele and undertaken meticulous efforts toposition its products into right geographies cater to high value end-users and elevateoperational efficiencies

(ii) CHANGE IN STATUS OF THE COMPANY:

During the financial year 2019-2020 under review there was no change in the Status ofthe Company and the Company's status continued to be - Global Education Limited (Category- Listed Public Limited Company Limited by Shares and Sub- Category - IndianNon-Government Company) bearing the Corporate Identification Number - (CIN)-L80301MH2011PLC219291.

(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR

During the financial year 2019-2020 under review the company has followed uniformfinancial year ; from 1st April of every year to 31st March of the next year.

(iv) CAPITAL EXPENDITURE ON TANGIBLE ASSETS:

During the year under review your Company entailed a capital expenditure of aroundRs.137.91 Lakhs towards expansions in Supply of Infrastructure & Other servicessegments to enhance the capacities of major services and also towards increasingoperational efficiencies.

(v) DETAILS AND STATUS OF ANY NEW ACQUISITION MERGER EXPANSION MODERNIZATION ANDDIVERSIFICATION:

During the financial year 2019-2020 under review the Company has not acquired anySubsidiary Associate or entered into Joint Venture with any Company. However AchieversEduventures Private Limited ceased to be Associate of the Company with effect fromSeptember 18th 2019. The Members are advised to refer the Note No. 06 as given in theBoard Report which forms the part of the Annual Report for detailed information

(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THERE OF:

During the financial year 2019-2020 under review the Board of Directors thoughexploring addition to existing business and commercial activities had neither beenexplored any change in nature of business and commercial activities for the Company northere is a change in nature of business and commercial activities of the Company. As suchno specific details regarding change in nature of business activities are required to begiven or provided.

(vii) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2019-2020 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. As such no specific details are required to be given or provided.

(viii) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD'S REPORT

There is no occasion whereby the Company has either revised or required to revise theFinancial Statements or the Board's Report of the Company for any period prior to the FY2019-2020 ended 31st March 2020. As such no specific details are required to be given orprovided.

2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:

During the financial year 2019-2020 under review the Company has not made any changesin the capital structure of the Company. The existing capital Structure of the Company isas follows:

Particulars Financial Year 2019 - 2020 Financial Year 2018 - 2019
Amount in Rs.
Authorised Share Capital 4950000 Equity Shares of face value of Rs. 10/- (Rupees Ten) each 500000 Preference Shares of Rs.1/- (Rupees One) each 50000000 50000000
Issued Subscribed and Paid-Up Share Capital 2483000 Equity Shares of face value of Rs. 10/- (Rupees Ten) each Rs. 24830000 Rs. 24830000

A) CHANGES IN SHARE CAPITAL STRUCTURE:

i) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is included in the report.

ii) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies(Share Capital and Debenture) Rules 2014 are not applicable.

iii) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company does not have any Employees Stock Option Scheme and hence the provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 are not applicable.

iv) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014

v) ISSUED SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year 2019-2020 under review the issued subscribed and paid-upCapital of the Company stood at Rs. 24830000/- (Rupees Two Crore Forty Eight LakhThirty Thousand only) divided into 2483000 Equity Shares of face value ofRs.10/- each ason 31st March 2020

B) CHANGES IN DEBT STRUCTURE:

i) DEBENTURES/BONDS /WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review the Company has not issued any debentures bondswarrants or any non-convertible securities. As on date the Company does not have anyoutstanding debentures bonds warrants or any non-convertible securities.

3. CREDIT RATING:

During the financial year 2019-2020 under review the Company has not taken or issuedany unsupported bank borrowings or plain vanilla bonds or any debt instruments and neitherhas obtained any credit rating from credit rating agencies. As such no specific detailsare required to be given or provided.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 123 and 125 of Companies Act 2013 read with Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ('theRules'); the relevant amounts which have remained unclaimed and unpaid for a period ofseven (7) years from the date they became due for payment has to be transferred to theInvestor Education and Protection Fund (IEPF) administered by the Central Government.During the year under review there was no amount liable or due to be transferred toInvestor Education and Protection Fund during the financial year 2019-2020 ended 31stMarch 2020.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes amongst the Directors including the Executive Directors and Key ManagerialPersonnel during the period are as follows :-

* CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

1. The Board of Directors at its meeting held on 18th April 2019 and based on therecommendations by the Nomination and

Remuneration Committee vide the resolution passed at its meeting held on 18th April2019 has appointed Mr. Devendra Pacholi (IT

PAN: BHQPP8245J) as the Chief Financial Officer designated Key Managerial Personnel ofthe Company effective 18th April 2019. He ceased to be the Chief Financial Officerdesignated Key Managerial Personnel of the Company effective 07th April 2020. The Boardwould like to record its appreciation for the services rendered by him during his tenureas Chief Financial Officer of the Company. .

2. The Board of Directors at its meeting held on 30th June 2020 and based on therecommendations by the Nomination and

Remuneration Committee vide the resolution passed at its meeting held on 30th June2020 has appointed Mr. Kailash Thanvi as the

Chief Financial Officer designated Key Managerial Personnel of the Company effective30th June 2020.

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 date are as follows:

1) Mr. Aditya Bhandari (DIN 07637316) : Whole Time Director
2) Mr. Kailash Thanvi (IT PAN No. AJNPT5530G) : Chief Financial Officer
3) Ms. Preeti Pacheriwala (ICSI Membership No. FCS - 7502) : Company Secretary & Compliance Officer

* DIRECTOR - RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 (as amended) Mr.Aditya Praneet Bhandari (DIN 07637316) Director (Category: Executive) retires by rotationand being eligible offers himself for re-appointment. The Board of Directors of theCompany recommends the appointment of Mr. Aditya Praneet Bhandari (DIN 07637316) Director(Category: Executive) to the Shareholders for their consideration at the Ninth (09th)Annual General Meeting in the interest of the Company.

* CESSATION OF DIRECTOR

Ms. Mallika Bajaj (DIN: 06382457) on completion of her second fixed term of her tenureof appointment as a Director (Category : Non - Executive Independent) of the Companyshall cease to be the Director of the Company from the close of working hours on September29 2020. The Board places on record its appreciation towards valuable contribution made byMs. Mallika Bajaj during her tenure as Director of the Company.

* PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL

1. Ms. Shunali Nagarkatti (DIN) - 08414855) was appointed as an IndependentDirector on the Board of Directors of the Company in the Eight (08th) Annual GeneralMeeting of the Company held in financial year 2018-2019 to hold office for a period of 1(One) year effective from Eight (08th) Annual General Meeting for the financial year2018-2019 up to the conclusion of Ninth (09th) Annual General Meeting to be held for thefinancial year 2019-2020. Her term expires at the ensuing Ninth (09th) Annual GeneralMeeting of the Company. The Members are requested to approve her appointment asrecommended by the Board and mentioned in the Notice convening the Ninth (09th) AnnualGeneral Meeting of the Company. Ms. Shunali Nagarkatti if appointed as an IndependentDirector shall not be liable to retire by rotation

2. Mr. Vijay Singh Bapna (DIN) - 02599024) was appointed as an Independent Directoron the Board of Directors of the Company in the Sixth (06th) Annual General Meeting of theCompany held in financial year 2016-2017 to hold office for a period of 3 (Three) yearseffective from Sixth (06th) Annual General Meeting held for the financial year 2016-2017up to the conclusion of Ninth (09th) Annual General Meeting to be held for the financialyear 2019-2020. His term expires at the ensuing Ninth (09th) Annual General Meeting of theCompany. The Members are requested to approve his appointment as recommended by the Boardand mentioned in the Notice convening the Ninth (09th) Annual General Meeting of theCompany. Mr. Vijay Singh Bapna if appointed as an Independent Director shall not beliable to retire by rotation.

The Company has received the self-declaration/s from all the Director/s of the Companyto the effect that he/she (i)was or is not disqualified from being appointed and/orcontinued to act as a Director of the Company in terms of the provisions of Section 164of the Companies Act 2013; and (ii) was or is not debarred from holding the office of aDirector pursuant to any order of the SEBI or such other authority in terms of SEBI'sCircular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement ofSEBI Orders regarding appointment of Directors by listed companies".

The information (details) of Director/s of seeking appointment or re-appointment at theNinth (09th) Annual General Meeting of the Company pursuant to Regulation 26(4) and 36(6)of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexedto the Notice convening the Ninth (09th) Annual General Meeting of the Company.

* DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT 2013 AND SEBI LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 FROM THE INDEPENDENT DIRECTORS:

The Company has received the self-declaration/s from all the Independent Director/s ofthe Company to the effect that he / she (i) meets the criteria of independence asprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (as amended) ["ListingRegulations"] and also duly complied with Code of Conduct prescribed in Schedule IVto the Act;

The Company has received the self-declaration/s from all the Director/s and SeniorManagement Personnel of the Company as to the due compliance of Company's Code of Conductfor Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The Independent Directors affirmed that noneof them were aware of any circumstance or situation which could impair their ability todischarge their duties in an independent manner.

* DISQUALIFICATIONS OF DIRECTORS

During the financial year 2019-2020 under review the Company has received Form DIR-8from all Directors as required under the provisions of Section 164(2) of the CompaniesAct 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014.The Board noted the same and further the company has obtained a certificate from CS.Riddhita Agrawal Company Secretary in Practice Mumbai (Membership No. FCS 10054 &Certificate of Practice No. 12917) that none of the Directors of your Company isdisqualified; to hold office as director disqualified as per provision of Section 164(2)of the Companies Act 2013 and debarred from holding the office of a Director pursuant toany order of the SEBI or any such authority in terms of SEBI's Circular No.LIST/COMP/14/2018-19 dated 20th June

2018 on the subject " Enforcement of SEBI orders regarding appointment ofDirectors by Listed Companies".

The Directors of the Company have made necessary disclosures as required under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

* MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2019-2020 the Board of Directors met Five (5) times on (1)18th April 2019 (2) 29th May 2019 (3) 03rd August

2019 (4) 13th November2019 and (5) 08th January2020. The interval between the twomeetings was well within the maximum period mentioned under Section 173 of the CompaniesAct 2013 and Regulation 17 - of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of which are given in the Corporate Governance Report.

* COMMITTEE OF THE BOARD OF DIRECTORS:

As on March 31 2020 the Board has constituted the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and theStakeholders' Relationship Committee. A detailed note on the composition of the Board andits committees is provided in the Corporate Governance Report which forms part of thisAnnual Report In addition the Board constitutes other committees to perform specificroles and responsibilities as may be specified by the Board from time to time.

* RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company has not accepted anyrecommendation/s of the Audit Committee of the Company during the FY 2019-2020 ended 31stMarch 2020. As such no specific details are required to be given or provided.

* NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for determining qualifications positive attributes and Independence ofDirector and criteria for appointment of Key Managerial Personnel / Senior Management andperformance evaluation which are considered by the Nomination and Remuneration Committeeand the Board of Directors while making selection of the candidates and a policy inrelation to remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. The detailed Nomination & Remuneration Policy is stated in the CorporateGovernance Report and has been posted on the website of the Company at the following weblink www.globaledu.net.in

* 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 throughstructured questionnaire to judge the knowledge to perform the role time and level ofparticipation performance of duties professional conduct independence etc. Theappointment/re-appointment / continuation of Directors on the Board shall be based on theoutcome of evaluation process.

The Securities and Exchange Board of India (SEBI) vide circularSEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January 2017 issued a Guidance Note on BoardEvaluation about various aspects involved in the Board Evaluation process to benefit allstakeholders. While evaluating the performance the above guidance note was considered.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 an executive summary of findings and severalkey recommendations from the evaluation process was placed before the Board for itsinformation and consideration. The Director/s were satisfied with the evaluation resultswhich reflected the overall engagement of the Board and its Committee/s with the Company..

* 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 director to the median remuneration of theemployees of the Company for the financial year 2019-2020:

Name of the Director Designation #Ratio to median remuneration
Mr. Aditya Bhandari Whole Time Director 11.51:1

b. The percentage increase in remuneration of each director Chief Financial OfficerCompany Secretary in the financial year 2019-2020:

Name of the Directors & KMPs other than Directors Designation % Increase in remuneration in the financial year 2019 - 2020
Mr. Devendra Pacholi Chief Financial Officer (CFO) Not Applicable
Mr. Aditya Bhandari Whole Time Director 20%
Ms. Preeti Pacheriwala Company Secretary & Compliance Officer 15%

c. The percentage increase in the median remuneration of employees excluding WTD in thefinancial year 2019-2020: 10.05%

d. The median Remuneration of employees (MRE) excluding Whole Time Director was Rs.142960/-and Rs. 129905/-in fiscal 2020 and fiscal 2019 respectively. The increase inMRE excluding the Whole Time Director in fiscal 2020 as compared to fiscal 2019 is 10.05%.

e. The median Remuneration of employees (MRE) including Whole Time Director wasRs.143237/- and Rs.125097/- in fiscal 2020 and fiscal 2019 respectively. The increasein MRE including the Whole Time Director in fiscal 2020 as compared to fiscal 2019 is14.5%

f. The number of permanent employees including KMP's on the rolls of Company as on 31stMarch 2020 : 186 employees.

g. The aggregate remuneration of employees excluding WTD grew by 5.95% over theprevious fiscal. The aggregate increase in salary for WTDs and other KMPs was 16.08% infiscal 2020.

h. Average percentile increase already made in the salaries of employees other than themanagerial 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 was about 5.95%. During the financial year the totalincrease is approximately 11.92%.Increase in the managerial remuneration for the financialyear was around 20.00%.

I. Comparison of the remuneration of the key managerial personnel against theperformance of the Company

Particulars Amount (Rs)
Aggregate remuneration of key managerial personnel (KMP) in FY 2019-2020 3120518
Total Revenue (' in Rupees) 284901773
Remuneration of KMPs (as % of revenue) 1.09%
Profit before Tax (PBT) (' in Rupees) 106674113
Remuneration of KMP (as % of PBT) 2.93%

j. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars 31st March 2020
Market Capitalisation 136316700
Price Earnings Ratio 1.73%

The closing price of the Company's equity shares on NSE e-MERGE (SME Emerge Platform)as on 31st March 2020 was Rs.54.90/-.

k. The key parameters for any variable component of remuneration availed by thedirectors:

Not Applicable as no variable component of remuneration availed by the directors.

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

m. Affirmation that the remuneration is as per the remuneration policy of theCompany:

Remuneration paid to Director/s Key Managerial Personnel and Employees of the Companyis as per the remuneration policy of the Company.

n. Information as per Section 197 of the Companies Act 2013 ("the Act") andRule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules2014 (as amended) forms part of this report. However in terms of Section 136(1) of theAct the Report and Financial Statements are being sent to all the shareholders and othersentitled to receive the same excluding the statement of particulars of employees. Thestatement is available for inspection by the members through electronic mode upto the dateof the ensuing Ninth (09th) Annual General Meeting. If any member interested in obtaininga copy thereof such member may write to the Company Secretary 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 of the Company.

* REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARYCOMPANY:

The Company does not have any holding Company with in the meaning of Section 2(46) ofthe Companies Act 2013 therefore the disclosure under the provisions of Section 197(14)of the Companies Act 2013 read with the rules made there under towards payment of anycommission or remuneration from holding company is not applicable. During the year underreview none of the Directors received any remuneration from the Subsidiary Company.

* REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARYCOMPANY

The Company does not have any holding Company with in the meaning of Section 2(46) ofthe Companies Act 2013 therefore the disclosure under the provisions of Section 197(14)of the Companies Act 2013 read with the rules made there under towards payment of anycommission or remuneration from holding company is not applicable. During the year underreview none of the Directors received any remuneration from the Subsidiary Company.

* 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 (Financial Statements) for the yearunder review all applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) That the Directors 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 of the profits of the Company for that financial year;

(c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the Annual Accounts (Financial Statements) on goingconcern basis;

(e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;and.

(f) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and regulations and that such systems were adequate andoperating effectively.

* INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Company has appointed Internal Auditors to check and have an effective internalcontrol and risk-mitigation system which are assessed and strengthened with standardoperating procedures. The Company's internal control system is commensurate with its sizescale and modalities of operation. The main trust of the audit is to test and reviewcontrols appraisal of risk and 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.

* INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems and procedures commensuratewith the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information ismaintained

* REPORTING OF FRAUDS BY AUDITORS

During the FY 2019-2020 ended 31st March 2020 under review:-

(a) there is no fraud occurred noticed and/or reported by the Statutory Auditors underSection 143(12) of the Companies Act 2013 read with the Companies (Audit and Auditors)Rules 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statementsincluding the affairs of the Company are self-explanatory and do not contain anyqualification reservation adverse remarks or disclaimer thereof.

As such no specific information details or explanations required to be given orprovided by the Board of Directors of the Company

6. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

A) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURES

During the year under review the Company has one Wholly Owned Subsidiary as on March312020. The Company does not have any Joint Venture with any company. The details ofsubsidiary are given below:-

(i) RIAAN Eduventures Private Limited:-

RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972); is a Private LimitedCompany incorporated on 9th June 2017 with an Authorized Share Capital : Rs. 5 Lakhcomprising of 50000 Equity Shares of Rs.10/- each and Issued Subscribed and Paid-upShare Capital of 50000 Equity Shares of Rs.10/- each aggregating to Rs.500000/-(RupeesFive Lakh) Only. The main object of the Company is the business of dealing in InformationTechnology Software and Hardware development IT projects and to carry on business ofprinters publishers DPT operators and such other activities as may be permitted fromtime to time and in compliance of the Companies Act 2013. The Company has 100% equitystake in RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972) and RIAANEduventures Private Limited has thus become a wholly owned subsidiary of the Company(under section 2(86) of the Companies Act 2013) with effect from 9th June 2017. TheCompany has formulated the Material Subsidiary policy and the same is uploaded on thewebsite of the Company www.globaledu.net.in.

During the year under review there were no operations and the Subsidiary Company didnot register any income as on 31st March 2020.

B) COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES AND JOINTVENTURES:

During the financial year 2019-2020 under review "Achievers Educare PrivateLimited" (CIN: U74999MH2017PTC295991) - Associate of the Company (by virtue ofShareholding of 25% equity stake) ceased to be Associate of the Company effective from18th September 2019.

During the financial year 2019-2020 ended 31 March 2020 the Company does not have anymaterial listed and unlisted Subsidiary or Associate Company(ies) as defined in Regulation16(1)(c) of the Listing Regulations.. However the Board of Directors of the Company hasapproved a Policy for determining material subsidiaries which is in line with the ListingRegulations as amended from time to time. The Policy has been uploaded on the Company'swebsite at www.globaledu.net.in

C) AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S ASSOCIATE & SUBSIDAIRY:

The Board of Directors of your Company at its meeting held on June 30 2020 approvedthe Audited Consolidated Financial Statements for the FY 2019- 2020 which includesfinancial information of its Wholly Owned subsidiary and forms part of this report. TheConsolidated Financial Statements of your Company for the FY 2019-2020 have been preparedin compliance with applicable Accounting Standards and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 requirement. A report on the performance andfinancial position of wholly owned subsidiary of your Company including capital reservestotal assets total liabilities details of investment turnover etc. pursuant toSection 129 of the Companies Act 2013 in the Form AOC-1 as an Annexure - A whichforms part and parcel of the Board's Report

The Financial Statements of the subsidiary companies and related information areavailable for inspection through electronic mode upto the date of the ensuing Ninth (09th)Annual General Meeting as required under Section 136 of the Companies Act 2013

7. PUBLIC DEPOSITS:

During the financial year 2018-2019 under review the Company has not given and/orextended any Loans to Investments in other During the Financial Year 2019-2020 underreview the Company has neither invited nor accepted any public deposits within themeaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance ofDeposit) Rules 2014. As such no specific details prescribed in Rule 8(1) of theCompanies (Accounts) Rules 2014 (as amended) are required to be given or provided.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIESACT 2013:

During the financial year 2019-2020 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 of the Companies Act 2013 read with the Rules made there underexcept advances which were granted to body corporates [Not related to the PromotersPromoters Group Directors Key Managerial Personnel (KMP) of the Company and/or theirrelatives as a Related Party as defined under Section 2(76) of the Companies Act 2013].The Members are requested to refer the Note/s to the financial statements which forms thepart of the Annual Report for detailed information

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013:

During the financial year 2019-2020 there were no transactions / contracts /arrangements have been entered into by or with any of the 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 the Companyand reimbursement of expenses on behalf of Associate and Subsidiary during the Year. .

Accordingly the detailed information for the transactions with the Key ManagerialPersonnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 (as amended) are provided in "Annexure -B" in prescribed FormNo. AOC-2 and the same forms part of this Annual Report. Transactions with relatedparties as per requirements of Accounting Standard 18 are disclosed in the notes toaccounts annexed to the financial statements. Your Company's Policy on Related PartyTransactions as adopted by your Board can be accessed on the Company's website i.e www.globaledu.net.in.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility has come of age as an anchor for businesses in thecountry recently. No business is successful or viable if it does not contribute positivelyto the society or stakeholders at large. The education sector in the country providesample opportunity to make contributions to upliftment of the society. Problems continue toplague the education sector - the country will face a serious shortage of a skilled andsmart workforce. CSR activities undertaken around education need to and have evolved tobecome imperative in changing the face of education.

At Global Education we make a conscious effort to create a positive impact on thelivelihoods we touch - be it through our business or non-business activities. We areengaged in distinguished corporate Social Responsibility program having potential tocreate stronger relationships with society and which is focused in contributing to theupliftment of the underprivileged sections of the societies. Our CSR arm works towards acommon vision of supporting the needy persons

During the fiscal year (2019-2020) we have contributed Rs. 2051000 (Rupees TwentyLakh Fifty One Thousand only) towards Corporate Responsibility (CSR) and the budget forCSR to be spent is in line with the provisions under the Companies Act 2013 and theallocated budget has been approved by the CSR committee. The detailed Annual report onCorporate Social Responsibility forms as a part of the Board Report as "Annexure-C".The Board of Directors has formed a committee on CSR in accordance with Companies Act2013. The terms of reference of the Corporate Social Responsibility Committee number anddates of meetings held composition and attendance of the Directors during the financialyear ended 31st March 2020 are given separately in the Corporate Governance Report.

11. 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 the 'Annexure- D' attached to this report which forms an integral part of this report

12. 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 andmonitoring the risk management plan for the 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 establishesa structured and disciplined approach to Risk Management in order to guide decisions onrisk related issues. In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities. Business riskinter-alia further includes financial risk political risk fidelity risk and legal risk.As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

13. 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 about unethical behavior suspected fraud or violation of the Company's code ofconduct. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

(b) direct access to the Chairman of the Audit Committee of the Board of Directors ofthe Company in appropriate or exceptional cases. This Whistle Blower Policy is applicableto all the Directors employees vendors and customers of the Company and it is alsoposted on the Website of the Company

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.

14. 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 2019-2020 under review no significant and material orders ispassed by any of the Regulators / Courts / Tribunals/Statutory and Quasi-Judicial bodywhich would impact the going concern status of the Company and its future operations.

15. AUDITORS AND THEIR REPORT:

I. STATUTORY AUDITORS AND THEIR REPORT:

The Members of the Company at its Seventh (07th) Annual General Meeting ('AGM') held onFriday the 27th July 2018 has approved the appointment of M/s. S. S. Kothari Mehta &Co. Chartered Accountants New Delhi (ICAI Firm Registration No. 000756N) as theStatutory Auditors of the Company for a second term of two (2) years to hold the officeof the Statutory Auditors of the Company for the financial year 2018-2019 and 2019-2020subject to ratification by the Members at every subsequent Annual General Meeting of theCompany. As per the provisions of Section 139 of the Companies Act 2013 no listed Companycan appoint or re-appoint an audit firm as auditor for more than two terms of fiveconsecutive years.bIn view of the above M/s. S. S. Kothari Mehta & Co. CharteredAccountants New Delhi (ICAI Firm Registration No. 000756N) second term as auditors of theCompany is up to the conclusion of the forthcoming Ninth (09th)Annual General Meeting('AGM'). Pursuant to the provisions of Section 139 and other applicable provisions ifany the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 (asamended) the Company is now required to appoint the new Statutory Auditors amongst thosewho has subjected himself to the peer review process of the Institute of CharteredAccountants of India and holds a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

EXPLANATIONS BY THE BOARD ON QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMERMADE:

The Auditors' Report submitted by M/s S. S. Kothari Mehta & Co. CharteredAccountants New Delhi (ICAI Firm Registration No. 000756N) the Statutory Auditors of theCompany to the Shareholders (Members) for the FY 2019-20 contain a qualification fornonreceipt of confirmations with vendors and trade receivables. The Board response towardsStatutory Auditor's Qualification is; that due to Covid 19 Pandemic and disruption in theadministrative process of our customer our customer and vendor there was a delay inexternal confirmations for few of our vendors and customers. As the things approached tonormalcy the company has received all confirmation from vendors and receivables and thesame are placed on record. The other observations made by the Statutory Auditors in theirreport are self-explanatory and have also been further amplified in the Notes to thefinancial statements and as such do not call for any explanations.

The Board of Directors has based on the recommendation of the Audit Committee at itsmeeting held on 05th September 2020 proposed the appointment of M/s Patel Shah &Joshi. Chartered Accountants Mumbai (Firm Registration No. 107768W) as the StatutoryAuditors of the Company for a term of 5 years to hold office of the Statutory Auditors ofthe Company commencing from the conclusion of this 09th AGM till the conclusion of the14th AGM of the Company to be held in FY 2024-2025 at ensuing Ninth (09th) Annual GeneralMeeting and recommended the same for further approval of the Board of Directors and/orMembers of the Company. M/s Patel Shah & Joshi. Chartered Accountants Mumbai (ICAIFirm Registration No. 107768W) has submitted their eligibility cum consent to act as theStatutory Auditors of the Company and have confirmed that their appointment if madewould be in accordance with the conditions prescribed under Sections 139 and 141 of theCompanies Act 2013 read with Companies (Audit & Auditors) Rules 2014.

II. SECRETARIAL AUDITORS 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 Mumbai (Membership No. FCS 10054& Certificate of Practice No. 12917) to conduct Secretarial Audit for the financialyear 2019-2020. The Secretarial Audit Report in Form MR-3 confirms that the Company hascomplied with the provisions of the Act Rules Regulations and Guidelines and that therewere no deviations or non-compliances and is attached herewith as an "Annexure - E"and forms part and parcel of the Board's Report.

The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal CompanySecretary in Practice Mumbai (Membership No. FCS 10054 & 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 2020 - 2021. The Secretarial Audit Finding/sand Report/s submitted by the said Secretarial Auditors during the financial year2019-2020 ended 31st March 2020 to the Audit Committee and Board of Directors of theCompany do not contain any adverse remarks and qualifications and do not call for anyfurther explanation/s by the Company.

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 for the business activities carried out by the Company.

IV. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 (as amended) the Board of Directors on therecommendations of the Audit Committee of the Company has approved and appointed C. R.Sagdeo & Co.; Chartered Accountants Nagpur (ICAI Firm Registration No. 108959W) asthe Internal Auditors of the Company for the financial year 2019-2020 ending 31st March2020.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors fromtime to time during the financial year 2019-2020 ended 31st March 2020 to the AuditCommittee and Board of Directors of the Company and do not contain any adverse remarksand qualifications is self-explanatory and do not call for any further explanation/s bythe Company.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company has duly complied and is incompliance with the applicable Secretarial Standard/s namely Secretarial Standard-1('SS-1') on Meetings of the Board of Directors and Secretarial Standard -2 ('SS-2') onGeneral Meetings during the financial year 2019-2020 ended 31st March 2020.

Further the Company has to the extent voluntarily adopted for the compliance ofSecretarial Standard-4 ('SS-4') on Report of the Board of Directors for the financial year2019-2020 ended 31st March 2020.

17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016(IBC):

During the financial year 2019-2020 ended 31st March 2020 under review no such eventoccurred by which Corporate Insolvency Resolution Process can be initiated under theInsolvency And Bankruptcy Code 2016 (IBC) before National Company Lay Tribunal. As suchno specific details are required to be given or provided.

18. DETAILS OF ANY FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2019-2020 under review the Company has not failed toimplement any corporate action within the specified time Limit declared under Section 125of the Companies Act 2013 and relevant rules made there under.

19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:

In accordance with sub-section (3) of section 92 of the Companies Act 2013 read withthe Companies (Management and Administration) Amendment Rules 2020 a Company shall notbe required to attach the extract of the annual return with the Board's report in Form No.MGT.9 in case the web link of such annual return has been disclosed in the Board'sReport. The same is available on the Company's website viz. www.globaledu.net.in.

However Members may please note that the Company has voluntarily attached the extractof the annual return with the Board's report in Form No. MGT.9 as Annexure - F.

20. OTHER DISCLOSURES:

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 beimplemented with a view to obtain 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) HEALTH AND 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.

Regular Training 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.

iii) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director affirming compliance forthe Financial Year 2019-20 with the Company's Code of Conduct by the Directors and SeniorManagement as required under Regulation 17(5) of SEBI (Listing Obligations and DisclosureRequirements) Regulations as amended is annexed as a part of the Corporate GovernanceReport.

iv) CONSOLIDATED FINANCIAL STATEMENTS:-

In accordance with Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 issued by the Ministry of Corporate Affairs ConsolidatedFinancial Statements of the Company and its Wholly Owned subsidiary have been prepared forthe FY 2019- 2020 . The audited consolidated financial statements along with the auditor'sreport thereon forms part of this Ninth (09th) Annual Report and is available on theCompany's website www.globaledu.net.in. These documents will also be available forinspection through electronic mode upto the date of the ensuing Ninth (09th) AnnualGeneral Meeting.

21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

(i) . MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

(ii) CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance provided in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 [Listing Regulations] are notapplicable to the Company for the financial year 2019- 2020 ended 31st March 2020.However keeping in view the objective of encouraging the use of better corporategovernance practices through voluntary adoption the Company has decided to adopt anddisseminate voluntary disclosure of Corporate Governance which not only serve as abenchmark for the corporate sector but also help the Company in achieving the higheststandard of corporate governance. It may be noted that any omission of any CorporateGovernance provisions shall not be construed as a non-compliance of any relevantprovisions thereof.

Your Directors are pleased to report that your Company has voluntarily duly compliedwith the SEBI Guidelines on Corporate Governance relating to the Listing Regulations forthe year 2019-2020 ended 31st March 2020. The details regarding Board and its Committeemeetings Policy for Appointment of Directors Remuneration policy for Directors andKMP's Induction training and familiarization programmes for Directors includingIndependent Directors and such other related information has been provided under theCorporate Governance Report which forms part and parcel of the Board's Report. ACertificate from CS Riddhita Agrawal Company Secretaries Mumbai [ICSI Membership No.Membership No. FCS 10054 & Certificate of Practice No. 12917) confirming compliancewith conditions as stipulated under Listing Regulations and Non-disqualification ofDirectors are annexed to the Corporate Governance Report of the Company.

22. SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on the SMEPlatform of National Stock Exchange of India Limited namely NSE EMERGE' effective 02ndMarch2017. There was no occasion wherein the equity shares of the Company have beensuspended for trading during the financial year 2019-2020 ended 31st March 2020.

23.OTHER MATTERS

(A) DEMATERIALISATION OF SHARES:

As on 31st March 2020 the entire 100% issued subscribed and paid-up share capital i.e. 2483000 equity shares of the Company were held in dematerialised form throughdepositories namely National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite annual listing fees for the financial year2020-2021 ending 31st March 2021 to the SME Platform of National Stock Exchange of IndiaLimited namely NSE EMERGE.

The Company has also duly paid the requisite annual custodian and other fees for thefinancial year 2020-2021 ended 31st March 2021 to the National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OFINSIDERTRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Prevention of Insider Trading in GEL Securities by the Designated Persons(Insider) (as amended from time to time);

(ii) Code of Conduct of Business Principles and Conduct;

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations2015);

(viii) Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI(LODR) Regulations 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with relatedparty transactions (Regulation 23 of the SEBI (LODR) Regulations 2015); and

(x) 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 available on the Company's websitewww.globaledu.net.in.

24. SEXUAL HARASSMENT OF WOMEN AT THE 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 under this Policy. Duringthe year 2019-2020 the Company has not received any complaint of sexual harassment. TheCertificate by Director and Whole Time Director of the Company to that effect is enclosedherewith as an 'Annexure - G' and forms part of this report.

ENCLOSURES

a) Annex - A : Statement containing salient features of Financial Statements ofSubsidiaries Associate and Joint Venture Companies pursuant to Section 129(3) of theCompanies Act 2013 in Form AOC-1;

b) Annex - B : Particulars of prescribed contracts / arrangements with related partiesin Form AOC-2;

c) Annex - C : Annual Report on Corporate Social Responsibility (CSR) activitiestogether with expenditure details;

d) Annex - D : Report on Energy Conservation Technology Absorption and ForeignExchanges Earnings and Outgo;

e) Annex - E : Secretarial Auditors Report in Form No. MR- 3;

f) Annex - F: Extract of Annual Return as of 31st March 2020 in the prescribed FormNo. MGT-9

g) Annex - G : Certificate on Sexual Harassment of Women at the Workplace and itsPrevention Prohibition & Redressal.

25. ACKNOWLEDGEMENTS:

The Board of Directors place on record their appreciation for the co-operation andassistance received from the investors customers academic institutions businessassociates bankers vendors as well as regulatory and governmental authorities. YourDirectors also thanks the employees at all levels who through their dedicationco-operation support and smart work have enabled the company to achieve a remarkablegrowth and is determined to poise a rapid and excellent growth in the years to come.

For and on behalf of the Board
GURURAJ VASANTRAO KARAJAGI ADITYA BHANDARI
DIRECTOR WHOLE TIME DIRECTOR
DIN: 01330419 DIN: 07637316
Address: NO 14 Gurukripa Address: Flat No. A/502 5th Floor Shri Mohini
Cholanayakanahalli RT Nagar Raj Apartment Khare Town Dharampeth
Bengaluru 560032 Karnatka India Nagpur 440010 Maharashtra India
Place : Nagpur
Date :05 September 2020

"ANNEXURE - A"

TO THE BOARDS REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section129 read with rule 5 ofCompanies (Accounts) Rules 2014)

{Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures}

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr. No. Particulars Details
Name of the Subsidiary Riaan Eduventures Private Limited
1. The date since when subsidiary was acquired 09th June 2017
Reporting period for the subsidiary concerned if different from the holding company's reporting period. 01st April 2019 to 31st March 2020
Reporting currency and Exchange rate as on the last date of the . relevant Financial year in the case of foreign subsidiaries. Indian Rupees (INR)
4. Share capital 500000/- (50000 Equity Shares of Rs. 10/- each)
5. Reserves and surplus (61022/-)
6. Total Assets 450778/-
7. Total Liabilities 11800/-
8. Investments Nil
9. Turnover Nil
10. Profit before taxation (16103/-)
11. Provision for taxation Nil
12. Profit after taxation (16103/-)
13. Proposed Dividend Nil
14. Extent of shareholding (in percentage) 100%

Notes:

1. Riaan Eduventures Private Limited is yet to commence operations.

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures:

Name of Associates or Joint Ventures Achievers Educare Private Limited
1. Name of the Associates which are yet commence operations Nil
2. Name of the Associates which have been liquidated or Sold during the year One (01)

Note:

1) * Achievers Educare Private Limited ceased to be Associate of the company witheffect from 18th September 2019

2) This Form is to be certified in the same manner in which the Balance Sheet is to becertified".

For S.S. Kothari Mehta & Co. Chartered Accountants Firm registration no. 000756N Amit Goel For and on behalf of the Board of Directors Global Education Limited Gururaj Vasantrao Karajagi Aditya Bhandari
Partner Director Whole Time Director
Membership No: 500607 DIN:01330419 DIN:07637316
Place : Delhi Date :30 June 2020 Preeti Pacheriwala Company Secretary Kailash Thanvi Chief Financial Officer
ICSI M No.: F7502 Place : Nagpur

"ANNEXURE - B"

TO THE BOARDS REPORT

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below :

1. Details of contracts or arrangements or transactions not at Arm's length basis:

The Company has not entered into any contracts or arrangements or transactions with itsrelated parties which is not at arm's length during the FY 2019-2020 ended 31st March2020.

2. Details of Material contracts or arrangements or transactions at Arm's length basis:

Sr. No Particulars Details Details Details
a) Name (s) of the related party Mr.Aditya Bhandari Whole-time Director [ Key Managerial Personnel] Riaan Eduventures Private Limited Achievers Educare Private Limited
b) Nature of Relation ship Key Managerial Personnel Wholly Owned Subsidiary Associate Company
c) Nature of contracts / arrangements /transaction Whole-time Employment Reimbursement of Expenses Reimbursement of Expenses
d) Duration of the contracts/ arrangements / transaction 5 Years effective 16th March 2017. Recurring Recurring
e) Salient terms of the contracts or arrangements or transaction As per Board Resolution dated 16th March 2017 and further confirmed by the members at the Extraordinary General Meeting held on 28th April 2017 Not Applicable Not Applicable
f) Justification for entering into such contracts or arrangements or transactions Not Applicable Not Applicable Not Applicable
g) Date of approval by the Board 29th May 2019 and 30th June 2020 29th May 2019 and 30th June 2020 29th May 2019 and 30th June 2020
h) Amount incurred during the year Rs. 1632000/- Rs. 45148/- Rs. 3709/-

Note:

The Company has received the disclosure of interest from all the Directors and KeyManagerial Personnels (KMP) of the Company in the form MBP-1 as prescribed under theprovisions of Section 184 of the Companies Act 2013 read with rules made there underalong with the list of their relatives as per Clause (77) of Section 2 of the CompaniesAct 2013. During the financial year 2019-2020 no transactions / contract / arrangementshave been entered by or with any of the Directors / KMP of the Company and their relativesexcept Payment of Managerial Remuneration to the Executive (Whole-time) Director/s of theCompany and reimbursement of expenses on behalf of Associate and Subsidiary during theYear. As a result no such specific details of the related parties have been mentioned inForm no. AOC-2. Any shareholder interested in obtaining the details of the same may writeto the Company Secretary at the registered office of the Company.

For and on behalf of the Board
GURURAJ VASANTRAO KARAJAGI DIRECTOR DIN: 01330419 Address: NO 14 Gurukripa Cholanayakanahalli RT Nagar Bengaluru 560032 Karnatka India ADITYA BHANDARI WHOLE TIME DIRECTOR DIN: 07637316 Address: Flat No. A/502 5th Floor Shri Mohini Raj Apartment Khare Town Dharampeth Nagpur 440010 Maharashtra India
Place : Nagpur Date :05 September 2020

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