Global Education Limited
The Board of Directors of the Company hereby present the Eleventh (11 ) Annual Reporttogether with the Audited Financial Statements (Standalone) of the Company for the year2021-2022 ended 31 March 2022 ("year under review/ FY 2021-2022").
1. PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS:
The financial performance of the Company for the year 2021-2022 ended on 31 March 2022is summarized below:
| || ||Amount in Rs Lacs |
|Particulars ||Standalone |
| ||Current Financial Year 2021-2022 ||Previous Financial Year 2020-2021 |
|Revenue from Operation || || |
|A. Sale of Traded goods ||576.12 ||121.49 |
|B. Sale of Services ||3364.07 ||2438.20 |
|Other Income ||187.14 ||194.47 |
|Total Income ||4127.33 ||2754.16 |
|Total Expense ||2669.93 ||2317.39 |
|Profit Before Depreciation Interest and Tax (PBDIT) ||1068.48 ||300.12 |
|Finance Cost ||0.39 ||1.17 |
|Depreciation and amortization expense ||388.92 ||136.65 |
|Profit before Exceptional & Extra Ordinary Items &Tax ||1457.40 ||436.77 |
|Exceptional Items Net (Loss) / Gain ||- ||- |
|Tax Expense : || || |
|Current Tax ||383.09 ||120.48 |
|Deferred Tax ||(10.92) ||0.97 |
|Income Tax relating to earlier Year ||- ||- |
|Net Profit for the Year after Tax before Share of Profit/(loss) in associate ||- ||- |
|Profit /(Loss) from Associate Company ||- ||- |
|Net Profit for the Year ||1085.23 ||315.32 |
|Other comprehensive income ||6.64 ||1.75 |
|Total comprehensive income for the period ||1091.87 ||317.07 |
|Earnings Per Share: (Rs) || || |
|Basic ||10.73 ||10.73 |
|Diluted ||3.11 ||3.11 |
(a) Financial Performance :
(i) Standalone Financial Highlights
During the current financial year 2021-2022 ended 31 March 2022 the Company's totalRevenue from operation is Rs 3940.19 Lacs
(Sale of traded goods and Sale of Services) as against of Rs 2559.69 Lacs (Sale oftraded goods and Sale of Services) in the corresponding previous year 2020-2021 ended 31March 2021.
= Income from other sources is Rs 187.14 Lacs as against Rs 194.47 Lacs of thecorresponding previous financial year 2020-2021 ended 31st March 2021.
= Total Comprehensive Income for the financial year 2021-2022 ended 31 March 2022 is Rs1091.87 Lacs as against Total Comprehensive Income of Rs 317.07 Lacs of the correspondingprevious financial year 2020-2021 ended 31 March 2021.
Earnings per share as on 31 March 2022 is Rs 10.73./- vis a vis Rs 3.11 as on 31stMarch 2021.
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 2022 (FY 2021- 2022) [Previous Year ended 31 March 2021 (FY 2020-2021)] is asfollows :-
|S. No. Particulars - Standalone ||Financial Year 2021 - 2022 ||Financial Year 2020 - 2021 |
| ||Amount in Rs Lacs |
|01 Capital Redemption Reserve ||2.50 ||2.50 |
|02 Securities Premium Reserve ||879.70 ||879.70 |
|03 Surplus in Statement of Profit & Loss ||2770.87 ||2083.98 |
|Total Reserve & Surplus ||3653.07 ||2966.18 |
The Members are advised to refer the Note No. 13 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 for business growth and debt servicing the Boardbelieve that a steady dividend payout will best serve the interests of the Company and ofthe shareholders especially those dependent on regular income. During the Financial Year2021-2022 under review the Board of Directors of your Company has at its Meeting No. 6held on 21 January 2022 declared an Interim Dividend @ 20% i.e. Rs 2.00/- (Rupee Two Only)per Equity Share of face value of Rs 10/- each fully paid-up for the current financialyear 2021-2022 ended 31st March 2022 which was paid to the members whose names appearedon the Register of Members of the Company on 05th February 2022;. The Gross interimdividend payout was Rs 203.61Lakhs.
Your Directors recommended a nal dividend @ 10% (Ten Percent) i.e. Rs 1.00/- (Rupee OneOnly) per Equity Share of face value of Rs 10/- each to be appropriated from the profitsof the year 2021 - 2022 subject to the approval of the shareholders (members) at theensuing Eleventh (11 ) Annual General Meeting and will be paid to those members whosenames appear on the Register of Members on Friday 29 July 2022.
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 Eleventh (11 ) Annual General Meeting) amounting toRs 305.41 Lacs per Equity Shares of face value of Rs 10/- each( Total @ 30%) for the yearunder review. Our Company has formal dividend distribution policy and 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 Training and Development Activities and "Educational BusinessSupport Activities". There are no other primary reportable segments. The major andmaterial activities of the company are restricted to only one geographical segment i.e.India hence the secondary segment disclosures are also not applicable.
4 EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES: The Company achieved GrossValue Services of Rs 1847.01 Lakhs during the financial year compared to Rs 417.13 Lakhsin the preceding financial year on standalone basis. This segment reported a increase inthe performance during the year due to new segment of medical training programs andincrease in demand for soft skill development programs in the Corporates and other alliedinstitutions across the state.
4 EDUCATIONAL BUSINESS SUPPORT ACTIVITIES: The Company achieved Gross Value ofTrading and Support activities comprised of
Rs 2093.18 Lakhs during the financial year compared to Rs 2142.56 Lakhs in thepreceding financial year on standalone basis. The Performance of Products segmentdemonstrated a slight decrease in FY 2021-22 with revenues of Rs 30.51 Lakhs for sale ofadvertisement space. The CFO appraised that the Company has developed an extensive networkof domestic clientele and undertaken meticulous efforts to position its products intoright geographies cater to high value end-users and elevate operational e ciencies.
(ii) CHANGE IN STATUS OF THE COMPANY:-
During the financial year 2021-2022 under review there was no change in the Status ofthe Company and the Company's status continued to be - Global Education Limited (CategoryListed Public Limited Company Limited by Shares and Sub- Category Indian Non-GovernmentCompany) bearing the Corporate Identi cation Number (CIN) -L80301MH2011PLC219291.
(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR
During the financial year 2021-2022 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 around Rs1782.9 Lakhs towards expansion in Supply of
Infrastructure & Other services segments to enhance the capacities of majorservices and also towards increasing operational e ciencies.
(v) DETAILS AND STATUS OF ANY NEW ACQUISITION MERGER EXPANSION MODERNIZATION ANDDIVERSIFICATION:
During the financial year 2021-2022 under review the Company has not acquired anySubsidiary Associate or entered into Joint Venture with any Company.
(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:
During the financial year 2021-2022 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 OF THECOMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND
THE DATE OF THE REPORT:
During the financial year 2021-2022 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 FY2021-2022 ended 31st March 2022. As such no specific details are required to be given orprovided.
2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:
During the financial year 2021-2022 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 2021 - 2022 ||Financial Year 2020- 2021 |
| ||Amount in Rs |
|Authorised Share Capital ||119500000 ||119500000 |
|11950000Equity Shares of face value of Rs 10/- (Rupees Ten) each ||500000 ||500000 |
|500000 Preference Shares of Rs 1/- (Rupees One) each || || |
|Total ||120000000 ||120000000 |
|Issued Subscribed and Paid-Up Share Capital 10180300 Equity Shares ||Rs 101803000 ||Rs 101803000 |
|of face value of Rs 10/- (Rupees Ten) each || || |
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) DISCLOSUREUNDER 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 UNDERSECTION 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 THECOMPANIES 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 2021-2022 under review the issued subscribed and paid-upCapital of the Company stood at Rs 101803000/- (Rupees Ten Crore Eighteen Lakh ThreeThousand only) divided into 10180300 Equity Shares of face value of Rs 10/- each as on31 March 2022.
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 any outstanding debentures bonds warrants or anynon-convertible securities.
3. CREDIT RATING :
During the financial year 2021-2022 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 2021-2022 ended 31 March2022.
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 :-
u CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP) :
1. Cessation of Mr. Kailash Thanvi as the Chief Financial Officer designated KeyManagerial Personnel of the Company effective 01 February 2022. The Board would like torecord its appreciation for the services rendered by him during his tenure as ChiefFinancial Officer of the Company.
2. Pursuant to the provisions of Section 203 of the Companies Act 2013 ("theAct") read with rule 8 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and other applicable provisions (including any modi cation orreenactment thereof) if any of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors at its Meeting held on 21 January2022 on the recommendation of the Nomination and Remuneration Committee (NRC) of the Boardappointed Mr. Hemant Kumar Daga of the Company as the Chief Financial Officer (CFO)designated Key Managerial Personnel (KMP) of the Company w.e.f. 02 February 2022.
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. Hemant Kumar Daga ||Chief Financial Officer |
|3) Ms. Preeti Pacheriwala ||Company Secretary & Compliance Officer |
u CHANGES AMONGST THE INDEPENDENT DIRECTORS :
1. The Board of Directors at its Meeting held on 27th April 2021 on therecommendation of the Nomination and Remuneration Committee (NRC) of the Board hasappointed Mr. Rajiv Khurana [DIN: 09141745] as an Additional Director [Category -Non-executive Independent] of the Company with effect from 27th April 2021 to hold theofficetill the conclusion of 10th Annual General Meeting of the Company.
2. Pursuant to the provisions of Regulation 17(1A) incorporated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 by SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 - "No listed entity shallappoint a person or continue the directorship of any person as a Non-executive Directorwho has attained the age of Seventy- ve (75) years unless a special resolution is passedto that effect.
Mr. Nandkishore Marthanrao Kondap (DIN No: 02063027) Non-executive IndependentDirector of the Company [Date of Birth 01st May 1946] has attained the age of Seventy-ve (75) years on 01st May 2021 and since no such Special Resolution has been passed bythe Members Mr. Nandkishore Marthanrao Kondap ceased as a Non-executive IndependentDirector of the Company w.e.f. April 30 2021 on attaining the age of Seventy- ve (75)years pursuant to aforesaid provisions.
Your Board places on record its appreciation for the valuable services rendered by Mr.Nandkishore Marthanrao Kondap during the tenure of his directorship.
3. The Board of Directors at its Meeting held on 06th August 2021 on the recommendationof the Nomination and Remuneration Committee (NRC) of the Board has appointed Mrs. SurekhaMulraj Thacker [DIN: 09253043] as an Additional Director [Category - Non-executiveIndependent] of the Company with effect from 06th August 2021 to hold the officetill theconclusion of 10th Annual General Meeting of the Company.
4. Cessation of Mr. Rajiv Khurana [DIN: 09141745] as an Additional Director (Category: Non - Executive Independent) of the Company on the conclusion of 10th Annual GeneralMeeting of the Company ie 18th September 2021 . The Board placed on record itsappreciation towards valuable contribution made by Mr. Rajiv Khurana [DIN: 09141745]during his tenure as Additional Director of the Company.
u 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 Bhandari (DIN 07637316) Director (Category: Executive) retires by rotation andbeing eligible offers himself for re-appointment. The Board of Directors of the Companyrecommends the appointment of Mr. Aditya Bhandari (DIN 07637316) Director (Category:Executive) to the Members for their consideration at the Eleventh (11th) Annual GeneralMeeting in the interest of the Company.
u PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :
1. Mrs. Surekha Mulraj Thacker [DIN: 09253043] was appointed as an Director [CategoryNon-executive Independent] of the Company in the Tenth (10th) Annual General Meeting ofthe Company held in financial year 2020-2021 to hold officefor a period of 1[One] Yeareffective from Tenth (10th) Annual General Meeting for the financial year 2020-2021 up tothe conclusion of Eleventh (11th) Annual General Meeting to be held for the financial year2021-2022. Her term expires at the ensuing Eleventh (11th) Annual General Meeting of theCompany to be held for the financial year 2021-2022. Mrs. Surekha Mulraj Thacker would beattaining the age of 75 years on 13 June 2025. In view of the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations2018 for the continuation of Mrs. Surekha Mulraj Thacker as a Director [Category:Nonexecutive Independent] of the Company on attaining the age of seventy- ve years on13 June 2025 ie beyond 30th September 2025[till the conclusion of Fourteenth (14th)Annual General Meeting of the Company to be held for the financial year for the financialyear 2024-2025] till the cessation as a Director [Category: Nonexecutive Independent] ofthe Company requires approval of the Shareholders [Members] of the Company by way ofSpecial Resolution at the ensuing Eleventh[11th] Annual General Meeting of the Company.The Board recommends appointment of Mrs. Surekha Mulraj Thacker [DIN: 09253043] as anIndependent Director [Category Non-executive Independent] not liable to retire byrotation to hold the officefor a second xed term of Three (03) consecutive years fromthe conclusion of ensuing Eleventh (11th) Annual General Meeting in the interest of theCompany.
The Company has received a Notice in writing under Section 160 of the Companies Act2013 from a Member proposing the candidature of Mrs. Surekha Mulraj Thacker [DIN:09253043] for the officeof a Director of the Company. The Company has also received theself-declaration/s from Mrs. Surekha Mulraj Thacker [DIN: 09253043] inter-alia to theeffect that (i) she was/is not disqualified from being appointed as a Director of theCompany in terms of the provisions of Section 164 of the Companies Act 2013 and hassubmitted her consent to act as a Director of the Company; (ii) she was or is not debarredfrom holding the officeof a Director pursuant to any order of the SEBI or such otherauthority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 onthe subject "Enforcement of SEBI Orders regarding appointment of Directors by listedcompanies"; (iii) she meets the criteria of independence as provided in Section149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 (as amended) ["Listing Regulations"]; and(iv) she has complied with the provisions of the rule 6 (1) (b) of the Companies(Appointment and Qualification of Directors) Rules 2014 of the Companies Act 2013 byregistering his name in the Independent Director's Data Bank maintained by the IndianInstitute of Corporate A airs at Manesar.
The information (details) of Director/s of seeking appointment or re-appointment at theEleventh (11th) Annual General Meeting of the Company pursuant to Regulation 26(4) and36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) isannexed to the Notice convening the Eleventh (11th) Annual General Meeting of the Company.
u 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/sof the 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 a rmed that none ofthem were aware of any circumstance or situation which could impair their ability todischarge their duties in an independent manner.
u DISQUALIFICATIONS OF DIRECTORS :
During the financial year 2021-2022 under review the Company has received FormDIR-8 from all Directors as required under the provisions of Section 164(2) of theCompanies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014. The Board noted the same and further the company has obtained a certificatefrom CS. Riddhita Agrawal Company Secretary in Practice Mumbai (Membership No. FCS 10054& Certificate of Practice No. 12917 Peer Review Certificate No. 1838/2022) that noneof the Directors of your Company is disqualified; to hold officeas director disqualifiedas per provision of Section 164(2) of the Companies Act 2013 and debarred from holdingthe officeof a Director pursuant to any order of the SEBI or any such authority in termsof SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors 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.
u MEETINGS OF BOARD OF DIRECTORS :
During the financial year 2021-2022 the Board of Directors met Six (06) times on(1) 27th April 2021 (2) 17th June 2021 (3) 30th June 2021 (4) 06th August 2021 (5)11th November 2021 and (6) 21st January 2022 (The interval between the two meetings waswell within the maximum period mentioned under Section 173 of the Companies Act 2013 andRegulation 17 - of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The details of which are given in the Corporate Governance Report.
u COMMITTEE OF THE BOARD OF DIRECTORS :
As on March 31 2022 the Board has constituted the Audit Committee the Nominationand Remuneration 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.
u RECOMMENDATIONS OF AUDIT COMMITTEE :
There is no occasion wherein the Board of Directors of the Company has not acceptedany recommendation/s of the Audit Committee of the Company during the FY 2021-2022 ended31st March 2022. As such no specific details are required to be given or provided.
u NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for determining quali cations 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
u 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 through structured questionnaire to judge the knowledge to perform the roletime and level of participation performance of duties professional conduct independenceetc. The appointment/re-appointment / continuation of Directors on the Board shall bebased on the outcome 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. Inputs were received from the Directors covering variousaspects of the Board's functioning such as the adequacy of the composition of the Boardand its Committees its effectiveness ethics and compliances the evaluation of theCompany's performance and internal control and audits . The Director/s were satisfiedwith the evaluation results which reflected the overall engagement of the Board and itsCommittee/s with the Company.
u 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 the Whole Time Director to the medianremuneration of the employees of the Company for the financial year 2021-2022:
|Name of the Director ||Designation ||#Ratio to median remuneration |
|Mr. Aditya Bhandari ||Whole Time Director ||11.44 : 1 |
# Median Remuneration Including WTD
b. The percentage increase in remuneration of each director Chief Financial OfficerCompany Secretary in the financial year
|Name of the Directors & KMPs other than Directors ||Designation ||% Increase in remuneration in the financial year 2021 - 2022 |
|Mr. Kailash Thanvi ||Chief Financial Officer (CFO) ||Not comparable as he was in service as Chief Financial Officer for part of the year |
|Mr. Hemant Kumar Daga ||Chief Financial Officer (CFO) ||Not comparable as he was the Chief Financial Officer for the first time in the year |
|Mr. Aditya Bhandari ||Whole Time Director ||14.51% |
|Ms. Preeti Pacheriwala ||Company Secretary & ||32.44% |
| ||Compliance Officer || |
c. The percentage increase in the median remuneration of employees excluding WTD in thefinancial year 2021 2022 : 9.48% and percentage increase in the median remuneration ofemployees including WTD in the financial year 2021 2022 : 11.76%
d. The number of permanent employees including KMP's on the rolls of Company as on 31stMarch 2022 : 65 Employees.
e. 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 justi cation thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average annual increase of remuneration was about 7.87% in the remuneration ofemploys excluding managerial remuneration of WTD as against 14.51% increase in managerialremuneration of WTD.
Note : Previous year gures and MRE comparison has been rearranged on the basis ofchange in methodology of comparison f. Comparison of the remuneration of the keymanagerial personnel against the performance of the Company:
|Particulars ||Amount in Rs Lacs |
|Aggregate remuneration of key managerial personnel (KMP) in FY 2021-2022 ||37.94 |
|Total Revenue (in Rupees) ||4127.32 |
|Remuneration of KMPs (as % of revenue) ||0.92% |
|Profit before Tax (PBT) (in Rupees) ||1457.40 |
|Remuneration of KMP (as % of PBT) ||2.61% |
g. 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 ||31 March 2022 |
|Market Capitalization ||7070.22 Lakhs |
|Price Earnings Ratio ||6.47% |
The closing price of the Company's equity shares on NSE Exchange Platform as on 31March 2022 was Rs 69.45/-.
h. The key parameters for any variable component of remuneration availed by thedirectors :
Not Applicable as no variable component of remuneration availed by the directors.
i. 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 paid director during the year: None.
j. A rmation that the remuneration is as per the remuneration policy of the Company:
Remuneration paid to Director/s Key Managerial Personnel and Employees of the Companyis as per the remuneration policy of the Company.
k. 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 Eleventh (11 ) Annual General Meeting. If any member interested inobtaining a copy thereof such member may write to the Company Secretary at the registeredofficeof the Company.
None of the employee is a relative of any director of the Company. None of the employeeholds (by himself or along with his spouse and dependent children) more than two percentof the Equity shares of the Company. u REMUNERATION RECEIVED BY MANAGING/WHOLE TIMEDIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY: The Company does not have any holdingCompany with in the meaning of Section 2(46) of the Companies Act 2013 therefore thedisclosure under the provisions of Section 197(14) of the Companies Act 2013 read with therules made there under towards payment of any commission or remuneration from holdingcompany is not applicable. During the year under review none of the Directors receivedany remuneration from the Subsidiary Company. u DIRECTORS' RESPONSIBILITY STATEMENT : Pursuantto Section 134(5) of the Companies Act 2013 the Board of Directors to the best of theirknowledge and ability con rm 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 a airs 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 nancial
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. u INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITSADEQUACY: The Company has appointed Internal Auditors to check and have an effectiveinternal control and risk-mitigation system which are assessed and strengthened withstandard operating procedures. The Company's internal control system is commensurate withits size scale and modalities of operation. The main trust of the audit is to test andreview controls 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. u INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY:
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
u REPORTING OF FRAUDS BY AUDITORS :
During the FY 2021-2022 ended 31st March 2022 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 a airs of the Company are self
explanatory and do not contain any quali cation reservation adverse remarks ordisclaimer thereof.
As such no specific information details or explanations required to be given orprovided by the Board of Directors of the
6. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES :
A) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURES
During the financial year 2021-2022 under review the Company is neither a HoldingCompany nor a Subsidiary Associates or Joint Venture Company of any other Company orCompanies pursuant to the provisions of the Companies Act 2013 read with relevant rulesmade thereof.
B) COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES ASSOCIATES AND JOINTVENTURES :
During the financial year 2021-2022 ended 31 March 2022 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
7. PUBLIC DEPOSITS:
During the Financial Year 2021-2022 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule 8(1) of the Companies (Accounts) Rules 2014 (As amended) are requiredto be given or provided.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIESACT 2013:
During the financial year 2021-2022 under review the Company has not made anyInvestments in other bodies corporate nor given and/or extended guarantees or providedsecurities to other bodies corporate/s or persons covered under the provisions of Section186 of the Companies Act 2013 read with the Rules made there under except loans whichwere granted to body corporates [Not related to the Promoters Promoters Group DirectorsKey Managerial Personnel (KMP) of the Company and/or their relatives as a Related Party asdefined under Section 2(76) of the Companies Act 2013]. The Members are requested torefer the Note/s to the financial statements which forms the part of the Annual Report fordetailed information
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION188 OF THE COMPANIES ACT 2013:
The details of contracts or arrangements or transactions at arm's length basis for theFinancial Year 2021-22 in the prescribed Form No. AOC - 2 pursuant to Clause (h) ofSub-section (3) of Section 134 of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 (as amended) are given in the "Annexure - A"which forms part and parcel of the Board's Report. Your Company's Policy on Related PartyTransactions as adopted by your Board can be accessed on the Company's website i.ewww.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 e ort 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 financial year (2021-2022) we have contributed Rs 1700000 (RupeesSeventeen Lakh only) towards Corporate Responsibility (CSR) and the budget for CSR to bespent is in line with the provisions under the Companies Act 2013 and the allocatedbudget has been approved by the CSR committee. The detailed Annual report on CorporateSocial Responsibility forms as a part of the Board Report as "Annexure-B". TheBoard of Directors has formed a committee on CSR in accordance with Companies Act 2013.The terms of reference of the Corporate Social Responsibility Committee number and datesof meetings held composition and attendance of the Directors during the financial yearended 31st March 2022 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 C' 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 for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk delity riskand legal risk. As a matter of policy these risks are
assessed and steps as appropriate are taken to mitigate 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 ofpersons who use the Vigil Mechanism; and (b) direct access to the Chairman of the AuditCommittee of the Board of Directors of the Company in appropriate or exceptional cases.This Whistle Blower Policy is applicable to all the Directors employees vendors andcustomers of the Company and it is also posted 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 Corporate Governance 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 20201-2022 under review no significant and material ordersis passed by any of the Regulators / Courts /
Tribunals/Statutory and Quasi-Judicial body which would impact the going concern statusof the Company and its future operations.
15. AUDITORS AND THEIR REPORT:
i. STATUTORY AUDITORS AND THEIR REPORT:
The Shareholders (Members) of the Company as recommended by the Board of Directorsbased on the approval and recommendation of the Audit Committee of the Company hasapproved the appointment of M/s Patel Shah & Joshi. Chartered Accountants Mumbai[ICAI Firm Registration No. 107768W] as the Statutory Auditors of the Company to holdtill the conclusion of the Annual General Meeting to be held for the Financial Year2024-2025. The requirement to place the matter relating to appointment of auditors forrati cation by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed for ratication of appointment of statutory auditors for the financial year 2022-2023 at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
M/s. Patel Shah & Joshi. (Chartered Accountants Mumbai [ICAI Firm RegistrationNo. 107768W] Statutory Auditors have con rmed that the re-appointment if made would bewithin the limits specified under Section 141(3)(g) of the Act and it is not disqualifiedto be re-appointed as statutory auditor in terms of the provisions of the proviso toSection 139(1) Section 141(2) and Section 141(3) of the Act and the provisions of theCompanies (Audit and Auditors) Rules 2014 and regulations made there under.
Accordingly the Board of Directors of the Company based on the recommendations of theAudit Committee of the Company has approved the continuation of M/s Patel Shah &Joshi. Co. Chartered Accountants Mumbai [ICAI Firm Registration No. 107768W] as theStatutory Auditors of the Company for the Financial Year 2022-2023.
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 2021-2022. The Secretarial Audit Report in Form MR-3 con rms 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 "AnnexureE" 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 & Peer Review Certificate No. 1838/2022) to conduct the Secretarial Audit asper Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 prescribed under Section 204 of the Companies Act 2013 for the financial year 20222023.
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 Rule 13of the Companies (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 2021-2022 ending 31st March2022.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors fromtime to time during the financial year 2021-2022 ended 31st March 2022 to the AuditCommittee and Board of Directors of the Company and do not contain any adverse remarksand quali cations is self-explanatory and do not call for any further explanation/s bythe Company.
v. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR
(a) Statutory Auditor's report :
The Auditor's Report submitted by M/s Patel Shah & Joshi. Chartered AccountantsMumbai [ICAI Firm Registration No. 107768W] the Statutory Auditors of the Company to theshareholders for the financial year 2021-2022 ended 31st March 2022 does not contain anyreservation quali cation or adverse remark. The observations made by the StatutoryAuditors in their report are self-explanatory and have also been further ampli ed in theNotes to the Account and as such do not call for any explanations.
(b) Secretarial Auditor's Report:
The Secretarial Audit Report submitted by CS. Riddhita Agrawal Company Secretary inPractice Mumbai (Membership No. FCS
10054 & Certificate of Practice No. 12917 & Peer Review Certificate No.1838/2022) the Secretarial Auditors of the Company to the Shareholders (Members) for theFY 2021-22 does not contain any reservation quali cation or adverse remark. Theobservations made by the Statutory Auditors in their report are self-explanatory and havealso been further ampli ed in the Notes to the Account and as such do not call for anyexplanations.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors con rms 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 2021-2022 ended 31st March 2022.
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 year 2021-2022 ended 31st March 2022.
17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016(IBC):
During the financial year 2021-2022 ended 31st March 2022 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 2021-2022 under review the Company has not failed toimplement any corporate action within the speci ed time Limit declared under Section 125of the Companies Act 2013 and relevant rules made there under.
19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2022 in Form MGT - 7 inaccordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttps://globaledu.net.in/assets/pdf/annual-return-fy-21-22.pdf on www.globaledu.net.in.
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 sta . 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 a rming compliance for theFinancial Year 2021-2022 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.
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 Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance practices or requirements as set out in the ListingRegulations by the SEBI enforced through the National Stock Exchange .The Company hasalso implemented several best Corporate Governance practices as prevalent globally. YourBoard of Directors are pleased to report that your Company has complied with the SEBIGuidelines on Corporate Governance for the Financial Year 2021-22 ended as of 31st March2022 relating to the Listing Regulations. 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.Certificates from CS. Riddhita Agrawal Company Secretary in Practice Mumbai (MembershipNo. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No1838/2002) confirming compliance with conditions as stipulated under Listing Regulationsand Non-disquali cation of Directors are annexed to the Corporate Governance Report whichform an integral part of the Board's 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 The equity shares of the Company have been listed and actively tradedon Main Board of National Stock Exchange of India Limited. There was no occasion whereinthe equity shares of the Company have been suspended for trading during the FY 2021-22.
23. OTHER MATTERS
(A) DEMATERIALISATION OF SHARES:
As on 31st March 2022 the entire 100% issued subscribed and paid-up share capital i.e. 10180300 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 year2022-2023 ending 31st March 2023 to the
National Stock Exchange of India Limited.
The Company has also duly paid the requisite annual custodian and other fees for thefinancial year 2021-2022 ended 31st
March 2022 to the National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSIL).
(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDERTRADING 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 andConduct; (iii) Code for Vigil Mechanism - Whistle Blower Policy; (iv) Code for IndependentDirectors; (v) Corporate Social Responsibility (CSR) Policy; (vi) Dividend DistributionPolicy; (vii) Risk Management Policy; (viii)Nomination and Remuneration Policy; (ix)Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations 2015); (x)Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (LODR)Regulations 2015);
(xi) Policy on materiality of related party transaction/s and on dealing with relatedparty transactions (Regulation 23 of the SEBI
(LODR) Regulations 2015); and
(xii) Policy for determination of materiality based on specified criteria andaccordingly grant authorisation for determination of
materiality of events (Regulation 30 of 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 2021-2022 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 E' and forms part of this report.
ENCLOSURES a) Annex A : Particulars of prescribed contracts / arrangements withrelated parties in Form AOC-2; b) Annex B : Annual Report on Corporate SocialResponsibility (CSR) activities together with expenditure details; c) Annex C : Report onEnergy Conservation Technology Absorption and Foreign Exchanges Earnings and Outgo; d)Annex D : Secretarial Auditors Report in Form No. MR- 3; e) Annex E : Certificate onSexual Harassment of Women at the Workplace and its Prevention Prohibition &Redressal.
The Board of Directors wish to thank the Company's customers business partnersvendors bankers & financial institutions all government & non-governmentalagencies and other business associates for their continued support. The Directors wouldlike to take this opportunity to place on record their appreciation for the committedservices and contributions made by the employees of the Company during the year at alllevels despite continuing challenges posed by the pandemic and the changed working norms.Your Directors remain committed to enable the Company to achieve its long-term growthobjectives in the coming years.
|For and on behalf of the Board || |
|GURURAJ VASANTRAO KARAJAGI ||ADITYA BHANDARI |
|DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN: 01330419 ||DIN: 07637316 |
|Address: NO 14 Gurukripa Cholanayakanahalli ||Address: Flat No. A/502 5th Floor Shri Mohini |
|RT Nagar Bengaluru 560032 Karnataka India ||Raj Apartment Khare Town Dharampeth |
| ||Nagpur 440010 Maharashtra India |
|Place : Nagpur || |
|Date : 13 July 2022 || |