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Virgo Global Ltd.

BSE: 532354 Sector: IT
NSE: N.A. ISIN Code: INE400B01020
BSE 16:01 | 30 Jan 9.99 -0.52
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NSE 05:30 | 01 Jan Virgo Global Ltd
OPEN 9.99
PREVIOUS CLOSE 10.51
VOLUME 2488
52-Week high 13.53
52-Week low 0.64
P/E 21.26
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.99
CLOSE 10.51
VOLUME 2488
52-Week high 13.53
52-Week low 0.64
P/E 21.26
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Virgo Global Ltd. (VIRGOGLOBAL) - Director Report

Company director report

To
The Members
Virgo Global Limited
(Formerly known as Virgo Global Media Limited)

Your Directors have pleasure in presenting the 24th Annual Report withAudited Statements of Accounts for the year ended March 31 2022.

FINANCIAL RESULTS:

The performance during the period ended March 31 2022 has been as under:

(Amount in Rs.)
Particulars Current Year Previous Year
2021-22 2020-21
Revenue from Operations 155247432 131421122
Other Income 263138 196218
Total Revenue 155510570 131617340
Total Expenditure other than Depreciation 154237350 131095971
Depreciation 102517 273119
Profit / (loss) Before exceptional and extraordinary and Tax 1273220 248250
Less: exceptional and extraordinary items - -
Prior Period Adjustment - -
Profit/ (loss) Before Taxation 1273220 248250
Less: - Current Tax 308590 54085
- Tax adjustment relating to prior years - -
- Deferred Tax 67249 9589
Profit / (loss) After Tax 897381 184576

PERFORMANCE REVIEW:

During the year under review overall performance of the Company was reasonableconsidering to the sector and market conditions. The revenue of the Company is Rs.155247432/- compared to Rs. 131421122/- in the previous year and the profit after taxfor the year is Rs. 897381/-.

The Company is striving towards quality up-gradation and cost reduction plans forachieving greater stability and operation efficiency in the market.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business during Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the Financial Year to which the FinancialStatements relate and the date of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year under review and as such no amount of principal or interest on publicdeposits was outstanding as on the date of balance sheet.

However the Company has accepted unsecured loans from certain parties during the yearunder review.

APPROPRIATIONS:

Transfer to Reserves

The company has transferred Rs.897381/- to Retained earnings during the FinancialYear under review.

Apart from above no amounts were transferred to the reserves.

Dividend

Due to conservation of profits the Company has not declared any dividend during theFinancial Year under review.

CAPITAL OF THE COMPANY:

During the year under review the Authorized Share Capital of the Company isRs.130000000/- (Rupees Thirteen Crore only) divided into 32500000 (Three Crore andTwenty Five Lakh) Equity Shares of Rs. 4/- (Rupees Four only) each.

The Issued Subscribed and Paid up Capital of the Company as on March 31 2022 isRs.42017200/- (Four Crore Twenty Lakh Seventeen Thousand and Two Hundred only) dividedinto 10504300 (One Crore Five Lakh Four Thousand and Three Hundred) Equity Shares ofRs. 4/- (Rupees Four only) each.

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.

DIRECTORS AND KMP:

Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the Directors and other information have been detailed in the Notice. YourDirectors recommend their appointment/re-appointment as Directors of your Company.

Further Mr. Vivek Kumar Singh Mr. Nagendra Singh Ms. Mehak Sharma Mr. Ashok KumarSingh and Ms. Seema Singh were regularized as the Directors of the company at the AnnualGeneral Meeting of the Company held on 27/09/2021.

In accordance with the Companies Act 2013 read with Articles of Association of thecompany the Director namely Mr. Praveen Kumar Jain (DIN: 07781872)retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment. Your Directors recommend his re-appointment at the ensuing Annual GeneralMeeting.

Further apart from mentioned above there were no appointments and resignation ofDirectors and KMP during the Financial Year under review.

MEETINGS:

During the year under review the Board of Directors duly met 8 (Eight) times on15/05/2021 18-06-2021 30-06-2021 14-08-2021 02-09-2021 13-11-2021 09-12-2021 and15-02-2022 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

BOARD EVALUATION:

Your Company believes formal evaluation of the board and of the individual Directorson an annual basis is a potentially effective way to respond to the demand for greaterboard accountability and effectiveness. For the Company evaluation provides an ongoingmeans for Directors to assess their individual and collective performance andeffectiveness. In addition to greater board accountability evaluation of board membershelps in;

a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to member's roles and responsibilities
d. Improved Chairman Directors and Board relations

The evaluation process covers the following aspects:

Self-evaluation of Directors

- Evaluation of the performance and effectiveness of the board - Evaluation of theperformance and effectiveness of the committees - Feedback from the Non-ExecutiveDirectors to the chairman - Feedback on management support to the board.

Pursuant to Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee has evaluated the performance of individual directors in its duly convenedmeeting.

Pursuant to Section 134 (3) (p) of the Companies Act 2013 read with Regulation4(2)(f)(ii)(9) of SEBI (LODR) Regulations 2015 the Board carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 along with Rules framed thereunder andalong with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

There has been no change in the circumstances affecting their status as IndependentDirectors of the Company during the Financial Year under review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company shall through its Senior Managerial personnel familiarize the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarized with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarizedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe Company. Detailed presentations on the business of the Company are also made to theDirectors. Direct meetings with the Chairman and the Whole-time Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be.

CONSTITUTION OF COMMITTEES:

A. AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section 177 of theCompanies Act 2013.

The Committee comprises of Three (3) members and majority of the directors are Non-Executive Independent Directors. The Committee had met four times during the year and thenecessary quorum was present for the meeting.

S. No. Name Category of Director Designation
1. Ms. Mehak Sharma Non-Executive Independent Director Chairperson
2. Ms. Seema Singh Non-Executive Independent Director Member
3. Mr. Praveen Kumar Jain Executive Director Member

B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committee is dulyconstituted as per Section 178 of the Companies Act 2013.

The Committee comprises of Three (3) members and all the directors are Non-ExecutiveDirectors. During the year the Committee had met Two (2) times and the necessary quorumwas present at the meeting.

S. No. Name Category of Director

Designation

1. Mr. Mehak Sharma Non-Executive Independent Director Chairperson
2. Ms. Seema Singh Singh Non-Executive Independent Director Member
3. Mr. Nagendar Singh Non-Executive Independent Director Member

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per the provisions ofthe Companies Act 2013.

The Committee comprises of Three (3) members and majority of the directors are Non-

Executive Independent Directors. During the year the Committee had met One (1) timeand the necessary quorum was present at the meeting.

S. No. Name Category of Director Designation
1. Ms. Nagendar Singh Non-Executive Independent Director Chairperson
2. Ms. Mahek Sharma Non-Executive Independent Director Member
3. Mr. Praveen Kumar Jain Executive Director Member

AUDITORS:

A. STATUTORY AUDITORS;

M/s. Sharad Chandra Toshniwal & Co Charted Accountant Hyderabad(Firm RegistrationNo. 015888S) were appointed as Statutory Auditors of the Company for a term of 5 (Five)consecutive years at the 20th Annual General Meeting to hold the office tillthe conclusion of 25th Annual General Meeting of the Company. They haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualification. Auditors' observations aresuitably explained in notes to the Accounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the period under review nofraud reported by Statutory Auditor's of the Company.

B. SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Piyush Gandhi & Associates Practicing Company Secretary asthe Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosedas Annexure to this report.

Auditors' observations are suitably explained in the Secretarial Audit Report and areself- explanatory.

C. INTERNAL AUDITORS:

M/s. V. Singhi & Associates Chartered Accountants Hyderabad were appointed asinternal auditor of the Company for the Financial Year under review.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the company and hencesuch accounts and records are not maintained.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at March 31 2022. In view of the requirementsspecified the Company is not mandated for the providing the BRR and hence do not formpart of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. CSR is not applicable to the Company. Therefore the Company hasnot constituted CSR committee during the year 2021-22.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as ‘Annexure' to this report.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associate Company as onMarch 31 2022.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND COMPANYS' OPERTAION INFUTURE:

No significant and material orders have been passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

The Company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company's business growth andfinancial stability are assured. Board of Directors decide the policies and ensure theirimplementation to ensure protection of Company from any type of risks.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are as follows:

A. CONSERVATION OF ENERGY:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment's NIL

B. TECHNOLOGYABSORPTION:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial Year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings NIL
Foreign Exchange Outgo NIL

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company in Form No. MGT-9 pursuant to Section134(3) of the Companies Act 2013 is given as an Annexure to this report and is availableon the website of the Company virgoglobal.in.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the internal auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant to ensurethat all transactions are authorized recorded and reported correctly.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (Listing Obligationsand disclosure Requirements) Regulations 2015 the Company has established a mechanismthrough which all stake holders can report the suspected frauds and genuine grievances tothe appropriate authority.

The Whistle blower policy which has been approved by the Board of Directors of theCompany has been hosted on the website of the Company vizvirgoglobal.in.

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactivelytake care of the internal and external risks of the Company and ensures smooth businessoperations.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 21 22 2324 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of SEBI (LODR) Regulations 2015 shall not apply in respect of- the listed entity having paid up equity share capital not exceeding Rs. 10 Crore (RupeesTen Crore only) and networth not exceeding Rs. 25 Crore (Rupees Twenty Five Crore only)as on the last day of the previous financial year; i. As per the Audited FinancialStatements of the Company as on 31/03/2022 (last day of previous Financial Year) thepaid-up equity share capital of the Company is Rs. 42017200/- (Four Crore Twenty LakhSeventeen Thousand and Two Hundred only) and the networth is Rs. 3503161/- (RupeesThirty Five Lakhs Three Thousand One Hundred and Sixty One only).

ii. In view of the above the Corporate Governance regulations are not applicable tothe Company.

IMPACT OF COVID-19

The outbreak of corona virus (COVID-19) pandemic globally and in India and with strictlockdown imposed during the Financial Year 2021-22 is causing significant disturbance andslowdown of economic activity. The Company's operations and revenue during the period wereimpacted due to COVID-19. The Company has taken into account the possible impact ofCOVID-19 in preparation of financial statements. The Company has put in place“Standard Operating Procedure” (SOP) as per the guidelines and directives ofthe Ministry of Home Affairs and the Ministry of Health to safeguard against spread ofCOVID-19. The Company has organized campaigns to bring awareness amongst all employees andworkers on safeguards against COVID-19. Thermal temperature measurements at the gatesmandatory use of face masks hand washing and sanitizing facilities at entry and exit havebeen put in place along with strict ban on non-essential visitors. Safeguards for socialdistancing at work place are also being implemented. Meetings gatherings travelling etc.are being avoided with focus on videoconferencing and other digital modes.

The Company ensured utmost safety of employees and business partners at factories byfollowing safeguard measures such as usage of masks/gloves regular temperature screeningsetting up disinfectant tunnels maintaining social distancing allowing limited workforceand regularly conducting comprehensive factory sanitization. Your Company efficientlyleveraged technology for seamless interactions.

Further the Company believes that it can manage the extreme event with its existingfinancial position.

DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR 2021-22

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission NIL
Complaints received from SEBI/Registrar of Companies/ Bombay Stock exchange/National Stock Exchange/ SCORE and so on NIL
Number of complaints resolved NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31 2022 NIL
Complaints pending as on March 31 2022 NIL
Number of share transfers pending for approval as on March 31 2022 NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.

LISTING FEES:

The equity shares of your company are listed on BSE Limited. The company confirms thatit has paid Annual Listing Fees due to BSE for the financial year 2021-22.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of Directors to the bestof their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 312022 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit or loss of the Company for the year under review;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the accounts for the Financial Year ended March 31 2022on a ‘going concern' basis;

e. The Directors laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards as issued by ICSI (Instituteof Company Secretaries of India) and notified by central government have been dulycomplied by the Company.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The details or remuneration pursuant to the provisions of Section 197(12) of theCompanies Act2013 and Rule 5(1)(2) & (3) of the Companies ( Appointment &Remuneration Rules2014 are provided in Annexure to this report.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee's Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares:N.A Buy Buy Back of shares: N.A

Disclosure about revision: N.A Change of Name: N.A Preferential Allotment of Share: N.A

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

HUMAN RESOURCES:

Your Company treats its “human resources” as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The provision relating to constitution of Internal ComplaintsCommittee is not applicable to the Company

The following is a summary of sexual harassment complaints received and disposed offduring the year 2021-22:

No. of complaints received: - NIL
No. of complaints disposed off: - NIL

DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

The company has neither made any application nor is any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the financial year 2021-22

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.

The above clause is not applicable to the company as the company has not taken any loanfrom Banks or Financial Institutions during the year under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company fortheir continued support.

For and on Behalf of the Board
Virgo Global Limited
(Formerly known as Virgo Global Media Limited)
Sd/- Sd/-
Praveen Kumar Jain Sonal Jain
Whole-Time Director/CFO Director
DIN: 07781872 DIN: 07885062
Place: Hyderabad
Date: 05-09-2022

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