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Vantage Knowledge Academy Ltd.

BSE: 539761 Sector: Others
NSE: N.A. ISIN Code: INE427T01017
BSE 00:00 | 15 Nov Vantage Knowledge Academy Ltd
NSE 05:30 | 01 Jan Vantage Knowledge Academy Ltd
OPEN 8.48
PREVIOUS CLOSE 8.48
VOLUME 51
52-Week high 9.48
52-Week low 5.92
P/E 40.38
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.48
CLOSE 8.48
VOLUME 51
52-Week high 9.48
52-Week low 5.92
P/E 40.38
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vantage Knowledge Academy Ltd. (VANTAGEKNOWLEDG) - Director Report

Company director report

Disclosures as per Regulation 36 (3) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standard-2 for appointment /reappointmentof Directors at the 6th Annual General Meeting:

Name of Director Ms. Bindi Jayantilal Gada Mrs. Neeta Rajesh Dedhia Mr. Kiran Bharatkumar Gandhi Mr. Wilson David Nadar
Date of Birth 30/10/1985 14/06/1973 28/08/1970 17/11/1985
Age 33 46 49 33
Qualification Master of Commerce from Mumbai University SSC HSC > MBA in Finance
> Certified Tax Return Preparer (TRP) initiated by IT Dept.
> NISM-Series-X-A: Investment Adviser (Level 1) Certification Examination
> Diploma in Banking & Finance (DBF)
Experience 11 years of Professional and Industrial Experience 6 years of

Industrial

Experience

6 years of Industrial Experience 9 years of experience in education as Finance & Accounts professor.
Terms & Condition of reappointment/ regularization Non Executive Independent Additional Director of the Company not liable to retire by rotation Promoter Director and Managing Director of the Company liable to retire by rotation Non Executive Independent Director of the Company not liable to retire by rotation Non Executive Independent Director of the Company not liable to retire by rotation
Details of Remuneration sought to be paid NIL 180000 NIL NIL
Last Remuneration Drawn NIL NIL NIL NIL
Date of First Appointment on Board 30/04/2018 09/10/2013 30/09/2015 15/09/2015
Directorships held in other companies (excluding section 8 and foreign companies) as on 31st March 2019 Two Two NIL Two
Memberships of committees across other companies (includes only Audit & Shareholders'/Investors' Grievance Committee) NIL NIL NIL NIL
Number of Shares held in the Company NIL 25670 NIL 10
Relationship with other Directors Manager and other Key Managerial Personnel of the Company NA Wife of Mr. Rajesh Dedhia NA NA
Number of Board Meetings attended in F Y 2018-2019 6(Six) 6(Six) 6(Six) 6(Six)

By Order of the Board of Director

For Vantage Knowledge Academy Limited

Sd/-

(Neeta Dedhia)

DIN:00969568

Managing Director

Dear Members

Your directors have pleasure in presenting the 6th Annual Report of theCompany for the year ended 31st March 2019.

Financial Results

The performance of the Company for the financial year ended 31st March 2019is summarized as under:

Amount in Rupees)

S.NO. PARTICULARS 31-03-2019 31-03-2018
1.i Revenue from operations 1901507 1622332
ii Interest Income 0 0
iii Other Income 1859492 393496
Iv Total Revenue 3760999 2015828
2. Net profit/(Loss) before depreciation & tax 1839276 (485674)
3. Depreciation 1745385 2016991
4. Net Profit/(Loss) before Taxation 93891 (2502665)
5. Provision for tax (incl. deferred taxes) 20418 73951
6. Profit/(Loss) for the period 114309 (2428714)

Review of operations

As can be seen from the financial statements your Company has incurred profit of Rs.114309/- from Revenue from Education and Publication Business as compared to loss of Rs.2428714 in the previous year. This is part of the management strategy to restructure andrevive the company's business operations.

Your Company hopes to do better in future hence in this regard presently the managementhas approved to start 2 years PGDBM/MBA program in finance and Wealth. Your Company isworking out the future strategy accordingly.

Dividend

Your board does not recommend any dividends on equity shares for the year.

Deposits

The Company has not invite any deposits from the public within the provisions ofChapter V of the Companies Act 2013 (hereinafter "the Act" and any reference ofsection pertains to sections of this Act in this Annual Report unless stated otherwise)read with the Companies (Acceptance of Deposits) Rules 2014.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Your Company was not required to transfer any amount to Investor Education andProtection Fund.

Change in the Nature of Business

During the year under review there was no change in the nature of the business of theCompany.

Internal Financial Control

Your Company has in place adequate internal financial control and risk mitigationsystem which are constantly assessed and strengthened. The Internal Auditor periodicallyreviews the effectiveness of the Internal Financial control. Further same is reviewed bythe Audit committee.

Industrial Relations

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. The Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

Disclosures under Section 134(3) (L) of the Companies Act 2013

There are no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.

Directors and Key Managerial Personnel

Your Board comprises of efficient and able directors who have vast experience in thisline of business.

A) Resignations:

Mr. Mukesh Kalyanjibhai Shah (DIN: 06891581) who was appointed as an independentnon-executive director of the company to hold office for five consecutive years w.e.f from31st July 2017 resigned from the Directorship of the company w.e.f 30thApril 2018. Mr. Rajesh Chapshi Dedhia resigned from the directorship and CFO of thecompany w.e.f 13th August 2019.

B) Appointments:

Ms. Bindi Jayantilal Gada (DIN: 07533982) was appointed as an Additional independentnon-executive director of the company to hold office for five consecutive years w.e.f from30th April 2018 and regularised as director of the company w.e.f 29th September2018.

C) Declaration by Independent Directors:

The Company has Received necessary declaration from the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria for Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

D) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 for the purpose of evaluatingthe performance of the Board as a whole a structured questionnaire was prepared coveringvarious aspects of the Board's functioning composition of the Board and its committeeexecution and performance of specific duties obligations and the same was circulatedamongst the Board of Directors for their feedback. The Board of Directors expressed theirsatisfaction with the evaluation process.

Further in compliance with Regulation 25(4) of SEBI (LODR) Regulations IndependentDirectors also evaluated the performance of Non Independent Directors at a separatemeeting of the Independent Directors.

The brief details of all members of Board are annexed to this report.

The following persons are the present Directors and Key Managerial Personnel of theCompany

Mrs. Neeta Rajesh Dedhia - - Managing Director
Mr. Kiran Bharatkumar Gandhi - - Independent Director
Mr. Wilson David Nadar - - Independent Director
Mrs. Bindi Jayantilal Gada - - Independent Director

Share Capital

The paid up Equity share capital as at March 31 2019 stood at Rs. 33575000/-.During the year under review the Company has neither issued any shares with differentialvoting rights nor had granted any stock options or sweat equity.

Listing

The Equity Shares of the Company are listed on the nationwide trading terminals of BSELtd.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act 2013 your Directors state that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and theloss for the year ended on that date;

3. The directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis:

5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating efficiently.

Policy on Sexual Harassment of Women at Work Place

The Company is in compliance with the regulations of the Act. The Company has a Policyin place for the same. No case was filed under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Particulars of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished here under.

SN Particulars Disclosure
1. Conservation of Energy and Power consumption These provisions are not applicable but the Company has nevertheless continued to accord priority to conservation of energy and is continuing its efforts to utilize energy more efficiently.
2. Technology Absorption and Research & Development These provisions are not applicable. The company has not absorbed any technology or any research & development work has been carried out.
3. Foreign Exch. - Nil
Earnings Nil
Outgo

Particulars of Employees

There are no employees of the category specified in under Section 197 read with Rule 5of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Auditors and Audit Report

Pursuant to section 139 of the Act your Company has appointed M/s J M C &Associates Chartered Accountants (Firm Regn. No. 133076W/141958) as Auditors of theCompany to hold office for the period commencing from the conclusion of the 04th AnnualGeneral Meeting on 30th September 2018 until the conclusion of the 9thAnnual General Meeting in the year 2022 on a remuneration that will be approved by theBoard.

The observations in the Auditors' Report have been dealt with in the relevant Notes toAccounts which are selfexplanatory.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2019 is given in Annexure "A" in theprescribed Form No. MGT-9 which is a part of this report. The same is available on www.vantagein.co.in/InvestorRelation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Kushla Rawat & Associates Company Secretaries in Whole-time Practice(ACS no. 33413 C P No.12566) was appointed to conduct Secretarial Audit for the yearended 31st March 2020.

M/s Kushla Rawat & Associates Practicing Company Secretaries has submitted reporton the Secretarial Audit which is attached as "Annexure B" and forms apart of this report. There are some qualifications or observations or remarks made by theSecretarial Auditor in the Report.

Related Party Transactions

During the financial year ended March 31 2019 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013.

The transactions entered into by the Company with Related Parties are at Arm's LengthPrice and in ordinary course of business. Particulars of transactions entered into withrelated party are included as "Annexure C" in form AOC - 2.

Remuneration of Directors Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board's Report pursuant to Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as Annexure D.

Significant and Material Orders Passed By the Regulators or Court

There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.

Auditors Observations/Comments

The Secretarial audit report has addressed some of the issues and observations and thecomments of the Auditors are self-explanatory. The management was actively pursuing theissue of non-compliances as disclosed in the Secretarial Audit Report under Form No MR-3and the management of the Company is in the process of rationalizing the issues.

Internal Controls

The Company has an adequate system of internal checks on its day to day affairs whichacts as a internal control system commensurate with its size and the nature of itsbusiness.

The internal controls system of the Company are monitored and evaluated and reviewed byManagement and Audit Committee of the Board of Directors. Auditor's observation inconfirmation to policy in force has also been received.

Tax provisions

The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from October 1 2017. The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.

Number of Board Meetings Conducted During the Year under Review

The Company had 6 (Six) Board meetings during the financial year under review. Thedates on which the Board meetings were held are April 30 2018 May 28 2018 August 142018 August 30 2018 November 03 2018 and January 25 2019.

Associate/Subsidiary/Wholly Owned Subsidiary

During the period under review Company does not have any Associate/subsidiary/whollyowned subsidiary.

Particulars of Loan Guarantees and Investments by Company

The particulars of loans and advances and investment have been disclosed in the notesto the financial statements.

Corporate Social Responsibility Committee

The Company is not required to constitute a Corporate Social Responsibility Committeedue to non-fulfilment of any of the conditions pursuant to section 135 of the CompaniesAct 2013.

Company's Policy Relating to Directors Appointment Payment of Remuneration andDischarge of Their Duties

The Company has a Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 andunder the provisions of Listing Regulations.

Corporate Governance and Shareholders Information

During the year under review the Paid Up Capital and Net Worth of the Company wereless than Rs. 10 Crores and Rs. 25 Crores respectively as on 31st March 2019 thereforeCorporate Governance provisions as specified in Regulations 17 18 19 20 21 22 23 2425 26 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D andE of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date companywill comply with requirements of those regulations within six months from the date onwhich the provisions became applicable to our Company.

Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

The present Composition of Audit Committee consists of the following members:

Mr. Wilson David Nadar - Chairman
Mr. Kiran Bharatkumar Gandhi - Member
Ms. Bindi Jayantilal Gada - Member

Audit Committee was reconstitutes w.e.f 30th April 2018 and Ms. Bindi Jayantilal Gadawas appointed as member in place of Mr. Utsav Veera Sanjay. The above composition of theAudit Committee consists of all the independent Directors. The Company has established avigil mechanism to oversee through the committee the genuine concerns expressed by theemployees and other Directors. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of the company employees and the Company.

During the year 2018-19 four (4) Audit Committee meetings were held on 28thMay 2018 14th August 2018 03rd November 2018 and 25thJanuary 2019.

Stakeholders Relationship Committee

The details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this report.

The Composition of Committee consists of the following members:

Mr. Wilson David Nadar - Chairman
Mr. Kiran Bharatkumar Gandhi - Member
Ms. Bindi Jayantilal Gada - Member

Stakeholders Relationship Committee was reconstitutes w.e.f 13th August 2019 and Mr.Kiran Bharatkumar Gandhi was appointed as member in place of Mr. Rajesh Chapshi Dedhia.

During the year 2018-19 two Stakeholders Relationship Committee meetings were held on14th August 2018 and 25th January 2019.

Remuneration Committee

The details pertaining to composition of Remuneration Committee (RC) are included inthe Corporate Governance Report which forms part of this report.

The Composition of Committee consists of the following members:

Mr. Wilson David Nadar - Chairman
Mr. Kiran Bharatkumar Gandhi - Member
Ms. Bindi Jayantilal Gada - Member

Remuneration Committee was reconstitutes w.e.f 30th April 2018 and Ms. Bindi JayantilalGada was appointed as member in place of Mr. Utsav Veera Sanjay.

The above composition of the Nomination and Remuneration Committee consists of all theindependent Directors. The Remuneration Committee have formulated a policy as prescribedunder the Act which interalia includes criteria for determining qualification positiveattributes and independence of a director and recommended to the Board for adoption of thePolicy. The Policy also covers recommendation to the Board on the remuneration to theBoard of Independent Directors Key Managerial Personnel and other employees.

During the year 2018-19 two Remuneration Committee meetings were held on 30thApril 2018 and 25th January 2019.

Vigil Mechanism/Whistle Blower Policy

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.vantagein.co.in/.

Investor Services

As the members are aware your company's shares are tradable compulsorily in electronicform with effect from and your company has established connectivity with both thedepositories viz. National Securities Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depositorysystem members are requested to avail of the facility of de-materialization of Company'sshares on either of the Depositories as aforesaid.

Human Resources

Your Company considers people as one of the most valuable resources. It believes in thetheme that success of any organization depends upon the engagement and motivation level ofemployees. All employees are committed to their work and proactively participate in theirarea of operations. The Company's HR philosophy is to motivate and create an efficientwork force as manpower is a vital resource contributing towards development andachievement of organisational excellence.

Risk Management Policy of the Company

Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Regulation 17 ofListing Regulations the Company has formulated risk management policy and the same hasbeen placed on the company website. At present the company has not identified any elementof risk which may adversely affect functioning of the company. Risk Management Policyplaced on the Company's website at http://www.vantagein.co.in/.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's website at http://www.vantagein.co.in/.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. Said code of conduct is in line with SEBI (Prohibition of Insider Trading)Regulations 2015 The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All the Directors and the designated employeeshave complied with the Code.

General Disclosures

• 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 furnished.

• 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 no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

• Disclosure Under Section 62(1)(b) of the companies act 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

• 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 is furnished.

• Green Initiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 6th AGM are sent to all members whose email addresses areregistered with the Company / Depository Participant(s). For members who have notregistered their email addresses physical copies of this Annual Report including theNotice of the 6th AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in Note 13 annexedto the Notice.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of theDirector employees and the co-operation extended by the Bankers Shareholders clients& associates for their continue support towards the conduct of the Company.

By Order of the Board of Director

For Vantage Knowledge Academy Limited

Sd/-

(Neeta Dedhia)

DIN:00969568

Managing Director

Place: Mumbai

Date:31/08/2019

.