Virtual Global Education Limited
Your Directors have pleasure in presenting the 28th Annual Report and theAudited Financial Statements for the financial year ended March 31 2021.
1. FINANCIAL HIGHLIGHTS
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2021 are as follows:
Amt in (Rs.)
|Particulars ||31.03.2021 ||31.03.2020 |
|Total Revenue ||16783560 ||44271060 |
|Less: Total Expenditure ||12785989 ||40577940 |
|Net Profit/(Loss) before Tax (PBT) ||3997571 ||3693120 |
|Less: Provision for Income Tax-Current ||982303 ||963383 |
|Provision for Deferred Tax ||57065 ||(363941) |
|Profit/(Loss) After Tax ||2958204 ||3093678 |
Global health pandemic from COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices have been operating with minimal orno staff for extended periods of time. In keeping with its employee-safety first approachthe Company quickly instituted measures to trace all employees and be assured of theirwell-being.
Our teams reacted with speed and efficiency and quickly leveraged technology to shiftthe workforce to an entirely new work-from-home' model. Proactive preparations weredone in our work locations during this transition to ensure our offices were safe.
Several initiatives were rolled out to make teams and managers effective while workingfrom different locations. We have extended support to the employees impacted by thispandemic including those who tested positive for COVID-19. The Company would implement aphased and safe return-to-work plan as and when lockdown restrictions are relaxed.
As a responsible member of the communities that it operates in the Company hascontributed to various COVID-19relief and monitoring programs in India.
2. STATE OF COMPANY'S AFFAIRS AND OPERATIONS
The total revenue of your Company for the financial year 2020-21 is Rs. 16783560 ascompare to Rs. 44271060 for the previous financial year 2019-2020. The Net Profit beforetax stood at Rs. 3998000 as against Rs. 3693120 in the previous year. The profit afterTax is Rs. 2958204 as against Profit after Tax Rs. 3093678 in the previous year.
3. DIVIDEND AND TRANSFER TO RESERVES
During the year under review the Company has not earned much profit and hence yourDirector proposes to plough back the profits in the business of the Company. Accordinglythe Board of Directors has not recommended any dividend for the financial year 2020-21 andthere has been no transfer to General Reserve.
4. CAPITAL STRUCTURE
Authorised Share Capital
The Authorised Share Capital of the Company as at March 31 2021 was Rs. 570000000.
Paid up Share Capital
The Paid-up share capital as at March 31 2021 stands at Rs. 423663698 comprising of423663698 equity shares of Rs.1/- each fully paid up.
5.CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company exceptthat the Company has decided to transform into Digital model of training along withphysical training.
6.MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitment affecting the financial position of theCompany occurring between March 31 2021 and the date of Board Report.
7.PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Section 152 of the Companies Act 2013 and rulesmade thereunder the following are the Directors of the Company designated as follows;
|Sr. No. || |
Name of Director/KMP
|Date of Appointment ||Date of Cessation |
|1. ||Mr. Neeraj Kaushik ||Director ||07/07/2000 ||- |
|2. ||Mr. Kanhaiya Tripathi || |
|07/01/2015 ||- |
|3. ||Mr. Indrajeet Goyal ||Whole Time Director ||21/05/2015 ||- |
|4. ||Mr. Piyush Gupta ||Independent Director ||02/04/2016 ||- |
|5. ||Ms.Nidhi Madura ||Independent Director ||02/04/2016 ||30/07/2020 |
| || ||(Non-Executive Woman Independent Director) || || |
|6. ||Mr. Kunal Banerji ||Independent Director ||07/03/2017 ||30/07/2020 |
|7. ||Mr. Neeraj Kaushik ||CFO ||16/08/2019 ||- |
|8. ||Ms. Anubha Chauhan ||Independent Director ||10/02/2021 ||- |
Appointment Re-appointment and Resignation of Directors
Mr. Kunal Banerji has resigned from the post of Independent Director of theCompany w.e.f. July 30 2020.
Ms. Nidhi Madhura has resigned from the post of Independent Director of theCompany w.e.f. July 30 2020.
Mr. Neeraj Kaushik Executive Director of the Company will retire at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. TheBoard recommends his re-appointment.
The Tenure of Mr. Indrajeet Goyal Whole Time Director of the Company is aboutto expire. The Board of Directors of the Company at their meeting based on therecommendation of the Nomination and Remuneration Committee and subject to the approval ofmembers at the ensuing Annual General Meeting had approved the reappointment of Mr.Indrajeet Goyal Whole Time Director for second term of Five years.
The Board of Directors of the Company at their meeting based on therecommendation of Nomination & Remuneration Committee and subject to the approval ofmembers at the ensuing Annual General Meeting had approved the appointment of Dr. AnubhaChauhan for a term of five years.
Brief profile of the Directors being appointed/ re-appointed and other details asstipulated under Secretarial Standard-2 and Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are provided in the Noticecommencing the 28th AGM.
8. DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria ofIndependence as provided in the Section 149 and Regulation 16(1) (b) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The Independent Directorshave also confirmed that they have complied with the Company's code of conduct.
9. ANNUAL RETURN
The extract of the Annual Return of the Company as on March 31 2021 in Form MGT - 9 inaccordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company at www.virtualeducation.inand is set out in Annexure 2 to this Report.
10.DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:
in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021andof the profit and loss of the Company for that period;
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;
the Directors had prepared the annual accounts on a going concern basis;
the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
11.COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND DISCHARGE OF THEIRDUTIES
The Company has adopted a Nomination and Remuneration Policy on Director's Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed in Annexure-3 as a part of this reportin compliance with Section 134(3) of the Companies Act 2013.
12. PARTICULARS OF LOANS GURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of the Loan gave by the Company are mention in Note No. 3 of the AuditedFinancial Statements. The Company has not given any Guarantee to any person and made anyinvestment during the year under review.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
All the transactions done with related parties for the year under review were on arm'slength basis and are in compliance with the applicable provisions of the Act and ListingAgreement.
There are no material signi cant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential con ictwith the interest of the Company at large. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee of the Company for its approval.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Board of Directors is uploaded on thewebsite of the Company.
In compliance with Section 134(3) of the Companies Act 2013 particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 are enclosed in the Form AOC-2 as a part of this report. Annexure-4.
14. AUDITORS' AND AUDIT REPORTS
(i) Statutory Auditors
M/s Agarwal Vishwanath & Associates (Firm Registration No. 323024E) wereappointed as statutory auditors of the Company at the Annual General Meeting (AGM) held on28th September 2018 for a term of four years i.e. from conclusion of 25thAGMtill the conclusion of 29thAGM of the Company to be held in year 2022 pursuantto Section 139 of the Companies Act 2013.
M/s Agarwal Vishwanath & Associates Chartered Accountants Statutory Auditorof the Company had given resignation w.e.f. 12th May 2021.
In order to fill the casual vacancy caused due to resignation of M/s Agarwal Vishwanath& Associates Chartered Accountants and based on the recommendation of Audit Committeethe Board of Directors has recommended appointment of M/s DhamijaSukhija & Co Chartered Accountant (Firm Registration Number-000369N) as theStatutory Auditor of the Company to hold office till the conclusion of 28thAnnual General Meeting.
The Board of Directors has further recommended appointment of M/s Dhamija Sukhija& Co Chartered Accountant as Statutory Auditor of the Company of the company tohold office for a period of 5 years i.e. from the conclusion of 28th AnnualGeneral Meeting till 33rd Annual General Meeting on such remuneration as may befixed by the Board of Director in consultation with the Auditor.
(ii) Auditors Report
The Auditors' Report for the financial year ended March 31 2021 on the financialstatements of the Company forms a part of this Annual Report. There are no qualificationsreservations adverse remarks disclaimer or emphasis of matter in the Auditors' Reports.
(iii) Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Anjali Suri & Associates Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Auditors have submitted their reportconfirming compliance by the Company of all the provisions of applicable corporate laws.The Report does not contain any qualification reservation or adverse remark ordisclaimer. The Secretarial Audit Report is annexed as Annexure-5 to this report.
The Board has appointed M/s Anjali Suri & Associates Company Secretary asSecretarial Auditors of the Company for the financial year 2020-21.
(iv) Internal Auditor
The Company has appointed M/s DSAS & Company Chartered Accountants as internalauditors of the company pursuant to section 138 of the Companies Act 2013 read with Rule13 of Companies (Accounts) Rules 2014
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
During the year the Board met four times. The details of the Board/ Committee Meetingsand the attendance of Directors are provided in the Corporate Governance Report attachedas Annexure-7 to this Report. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 Secretarial Standard-1 and ListingRegulations.
16.COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
17.RISK MANGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company review the risks if any involved inthe Company from time to time and take appropriate measures to minimize the same. TheAudit
Committee ensures that the Policy for Risk Management is adopted across the Company inan inclusive manner.
18. ORDERS PASSED BY THE REGULATORS OF COURTS IF ANY
No significant or material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
19.DETAILS INRESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme ofinternal audit by an independent professional agency and periodically reviewed by theAudit Committee and Board of Directors. The internal control system is designed to ensurethat all financial and other records are reliable for preparing financial statementsother data and for maintaining accountability of assets.
20.PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017. In a separate meeting ofindependent directors performance of non-independent directors the Board as a whole andthe Chairman of the Company was evaluated taking into account the views of executivedirectors and non-executive directors
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. At theboard meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee the performance of the Board its Committees andindividual directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the independent director being evaluated.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company. Thus there is no requirement toconstitute a CSR committee formulate the policy and spent amount on Corporate SocialResponsibility.
22. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseasthrough the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co- employees and the Company. The Whistle Blower policy as approved by the Board hasbeen uploaded on the website of the Company i.e. www.virtualeducation.in.
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the Directors'Report and forms part of this report.
The Ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are forming part of this report as Annexure -6.
During the year under review the Company has not accepted any deposits covered withinthe meaning of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014. Further there are no deposits unclaimed or pending in the Books ofthe Company.
25.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company do not involve in any manufacturing or processing activities theparticulars as required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 regarding conservation of energy andtechnology absorption are not applicable. Further there was no Foreign Exchange earningsand outgo during the Financial Year 2020-2021 and the same has been attached as Annexure1.
26.SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary joint venture or associate Company.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report.
28.SEXUAL HARRASMENT POLICY
The Company has less than 10 employees as on March 31 2021 and the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 is not applicable.However the Company has a prevention of sexual harassment policy in place. The Directorsfurther state that during the year under review there was no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
29.BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES
The Audit Committee as on date comprises of the following members;
1. Dr Kanhaiya Tripathi
2. Mr. Neeraj Kaushik
3. Dr. Piyush Gupta
The Power role and terms of reference of the Audit Committee covers the areas ascontemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 and Section 177 of the Companies Act 2013and such other function as may be specifically delegated to the Committee by the Boardfrom time to time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee as on date consists of the following members;
1. Dr. KanhaiyaTripathi
2. Dr. Piyush Gupta
3. Dr Anubha Chauhan
The Composition of the Committee was incomplete due to Resignation of Ms. Nidhi Maduraand Mr. Kunal Banerji member of the Committee w.e.f. July 30 2020.
The Board has appointed competent person as Independent Director to fill therequirement of vacancy.
The Power role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 and Section 178 of theCompanies Act 2013 besides other terms as may be referred by the Board of Directors.
Stakeholder's Relationship Committee
The Stakeholder's Relationship Committee consists of the following members
1. Dr Kanhaiya Tripathi
2. Mr. Neeraj Kaushik
3. Dr Anubha Chauhan
The Composition of the Committee was incomplete due to Resignation of Mr. KunalBanerji member of the Committee w.e.f. July 30 2020.
The Board has appointed competent person as Independent Director to fill therequirement of vacancy.
The Committee inter-alia reviews issue of duplicate certificates and oversees andreview all matters connected with the Company's transfer of securities. It look intoredressal of shareholder's/ investors complaints related to transfer of shares nonreceipt of balance sheet non-receipt of declared dividend etc. And such other function asmay be specifically delegated to the Committee by the Board from time to time.
30. INVESTOR SERVICES
In its endeavour to improve investor services your Company has taken the followinginitiatives:
An Investors and information Section on the website of the Company www.virtualeducation.inhas been created.
There is a dedicated e-mail id email@example.com for sendingcommunications to the Authorized Person or the Company Secretary.
31. CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public con dence in companies is nolonger based strictly on nancial performance or products and services but on a Company'sstructure its Board of Directors its policies and guidelines its culture and thebehaviour of not only its officers and Directors but also all of its employees.
Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business.
We continually discuss bylaws and governance practices changing our policies whennecessary and pointing out areas where we need to improve our performance. We also compareour practices to the criteria used by outside organizations to evaluate corporateperformance.
A separate section on Corporate Governance standards followed by the Company asstipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is enclosed as an Annexure 7 to this report.The report on Corporate Governance also contains certain disclosures required under theCompanies Act 2013.
A requisite certi cate from Ms. Anjali Suri Practicing Company Secretary con rmingcompliance with the conditions of Corporate Governance as stipulated under the aforesaidschedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached as "Annexure A" to the Corporate Governance Report.
The Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for Directors and Senior Management for the year ended March 31 2021. Acertificate from the Whole-time Director confirming the same is enclosed as "AnnexureB" to the Corporate Governance Report
32. SECRETARIAL STANDARD
The Board members have affirmed that compliance with all the applicable SecretarialStandard issued by the Institute of Company Secretaries of India (ICSI).
33. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT 2013
Company is not required to maintain the cost records and accounts as specified undersection 148 of Companies Act 2013 as it not applicable on the Company.
34. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.
Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.
Your Directors thank the Shareholders Banks/other Lenders Customers Vendors andother business associates for the confidence reposed in the Company and its management andlook forward to their continued support. The Board places on record its appreciation forthe dedication and commitment of the employees at all levels which has continued to beour major strength. We look forward to their continued support in the future.
| || |
For and on behalf of
| || |
Virtual Global Education Limited
| ||Sd/- ||Sd/- |
|Date: 30.06.2021 ||Indrajeet Goyal ||Neeraj Kaushik |
|Place: New Delhi ||Wholetime Director ||Director & CFO |
| ||DIN: 07190955 ||DIN: 0246310 |