Virtual Global Education Limited
Your Directors have pleasure in presenting the 29th Annual Report and theAudited Financial Statements for the financial year ended March 31 2022.
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2022 are as follows:
Amt in (Rs.)
|Particulars ||31.03.2022 ||31.03.2021 |
|Total Revenue ||16111645 ||16783560 |
|Less: Total Expenditure ||10734097 ||12785989 |
|Net Profit/(Loss) before Tax (PBT) ||5377548 ||3997571 |
|Less: Provision for Income Tax-Current ||1370408 ||982303 |
|Provision for Deferred Tax ||87160 ||57065 |
|Profit/(Loss) After Tax ||3919980 ||2958204 |
The Financial Statement in accordance with the Companies Act 2013 ("theAct") Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations') and applicable Accounting Standardsforms part of this Report.
2. STATE OF COMPANY'S AFFAIRS AND OPERATIONS Financials
The total revenue of your Company for the financial year 2021-22 is Rs. 16111645as compare to Rs. 16783560 for the previous financial year 2020-2021. The NetProfit before tax stood at Rs. 5377548 as against Rs. 3997571 in the previousyear. The profit after Tax is Rs. 3919980 as against Profit after Tax Rs.2958204 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 2021-22 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 2022 was Rs. 570000000 Paidup Share Capital
The Paid-up share capital as at March 31 2022 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.
6. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitment affecting the financial position of theCompany occurring between March 31 2022 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 ||Designation ||Date of Appointment ||Date of Cessation |
|1. Mr. Neeraj Kaushik ||Executive Director ||07/07/2000 ||- |
|2. Mr. Kanhaiya Tripathi ||Independent Director ||07/01/2015 ||- |
|3. Mr. Indrajeet Goyal ||Whole Time Director ||21/05/2015 ||27/05/2022 |
|4. Mr. Piyush Gupta ||Independent Director ||02/04/2016 ||06/08/2022 |
|5. Mr. Neeraj Kaushik ||Chief Financial Officer ||16/08/2019 ||- |
|6. Ms. Anubha Chauhan ||Independent Director ||10/02/2021 ||- |
|7. Mr. Prasanna Kumar Mohapatra ||Chief Executive Officer ||01/06/2021 ||- |
|8. Mr. Akshay Gupta ||Company Secretary & Compliance Officer ||01/06/2021 ||18/06/2022 |
|9. Mr. Prasanna Kumar Mohapatra ||Additional Executive & Whole Time Director ||06/06/2022 || |
|10. Ms. Shikha ||Additional Executive Director ||06/06/2022 ||- |
Appointment Re-appointment and Resignation of Directors & KMP
Mr. Indrajeet Goyal has resigned from the post of Whole Time Director of theCompany w.e.f. May 27 2022.
Mr. Akshay Gupta has resigned from the post of Company Secretary &Compliance Officer of the Company w.e.f June 18 2022.
Mr. Piyush Gupta has resigned from the post of Independent Director of theCompany w.e.f. August 06 2022.
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 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 Mr. PrasannaKumar Mohapatra as additional executive & Whole Time Director of the Company.
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 Ms. Shikhaas Additional Executive Director of the Company.
The Board of Directors of the Company at their meeting based on therecommendation of Nomination & Remuneration Committee had approved the appointment ofMr. Sonu Ghosh as Company Secretary & Compliance Officer of the Company.
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 29th 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 copy of Annual Return of the Company as on March 31 2022 in accordance withSection 92
(3) of the Act read with Companies (Management and Administration) Rules 2014 isavailable on
the website of the Company at www.virtualeducation.co.in
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 state that:
in the preparation of the annual accounts for the financial year ended March 312022 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 2022 andof 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-2 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 given by the Company are mention in Note No. 7 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 significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith 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-3
14. AUDITORS' AND AUDIT REPORTS
(i) Statutory Auditors
The Board of Directors had appointed of M/S Asha & Associates CharteredAccountants
(Firm Registration No: 024773N) as Statutory Auditor of the Company of the company tohold office for a period of 5 years i.e. from the conclusion of 29th AnnualGeneral Meeting till 34th 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 2022 on the financialstatements of the Company forms a part of this Annual Report. There are no qualificationson the Auditors' Reports. (Refer Audit Report annexed herewith).
(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 Vijay Jain & Co. Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Auditors have submitted their report confirmingcompliance by the Company of all the provisions of applicable corporate laws. The Reportdoes contain one qualification the views of management on that is mentioned in this BoardReport. The Secretarial Audit Report is annexed as Annexure-4 to this report.
The Board has appointed M/s Vijay Jain & Co. Company Secretary as SecretarialAuditors of the Company for the financial year 2021-22.
(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 five times. The details of the Board/ Committee Meetingsand the attendance of Directors are provided in the Corporate Governance Report attachedas Annexure-5 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 by the StatutoryAuditors of the Company.
M/s Vijay Jain & Associates Practicing Company Secretary has mentioned oneQualification in the Secretarial Audit Report regarding the Non Compliance of Section 149of the Companies Act 2013. The Qualification is as follows;
"The provision of section 149 relation to independent directors has not compliedwith as explained herein below:
In October 2019 The Ministry (MCA) made it compulsory for independent directors topass the online self-assessment proficiency test which is conducted by the IndianInstitute of Corporate Affairs (IICA) - if they take up or must maintain their positionson the Board of Directors. However Dr Kanhaiya Tripathi Dr Piyush Gupta & Ms. AnubhaChauhan independent director in the company with effect from 07.01.2015 02.04.2016 &10.02.2021 respectively have not appeared for the self-proficiency exam conducted by theIICA hence stand ineligible to be appointed as such in the office of independentdirectors in any company.
The Registration in the Independent Director data bank is the responsibility of theDirectors not of the Company. The Company is not aware of the fact of Non-Registration.The Company will be taking necessary steps to comply the above non- compliance eitherthrough appointing new Independent Directors or through getting these Directors registeredunder Data bank and comply with the requirement of Section 149 of the Companies Act 2013.
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 Companyin an 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 nonexecutive 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.co.in.
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT. 201 3 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.
24. FIXED DEPOSIT
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 2021-2022 and the same has been attached as Annexure1.
26. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has Incorporated Subsidiary Company in the name of M/s Shikshan SchoolPrivate Limited.
The Details of Subsidiary Company are as-
|Particulars ||Details |
|Name: ||Shikshan School Private Limited |
|Date of Incorporation: ||25th March 2022 |
|Face Value of Equity Share ||Rs. 10/- each |
|Authorised Capital: ||Rs. 100000 (Rs. One Lac Only) |
|Paid Up Capital: ||Rs. 100000 (Rs. One Lac Only) |
|Shareholding (No. of shares & %) ||5100 Equity Shares; 51% |
|Commencement of Business: ||Yet to commence business |
The company does not have any Joint Ventures or any associate companies.
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 2022 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 (Resigned w.e.f. 06/08/2022)
4. Ms. Anubha Chauhan (Appointed w.e.f. 10/08/2022)
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. Kanhaiya Tripathi
2. Dr. Piyush Gupta (Resigned w.e.f. 06/08/2022)
3. Dr Anubha Chauhan
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 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 non -receipt of balance sheet non-receipt of declared dividend etc. And such other functionsas may 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.co.inhas been created.
There is a dedicated e-mail id firstname.lastname@example.org 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 confidence in companies is nolo nger based strictly on financial performance or products and services but on aCompany's structure its Board of Directors its policies and guidelines its culture andthe behaviour 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 by laws 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 thisreport. The report on Corporate Governance also contains certain disclosures requiredunder the Companies Act 2013.
A requisite certificate from Mr. Vijay Jain Practicing Company Secretary confirmingcompliance 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 2022. 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. 201 3
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: 10.08.2022 ||Prasanna Kumar Mohapatra ||Neeraj Kaushik |
|Place: New Delhi ||Whole Time Director ||Director |
| ||DIN:09528267 ||DIN: 02462310 |