Your Directors present you the 24ti Annual Report of your Company and the AuditedAccounts for the financial year ended 31st March 2017.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company for the financial yearended March
31 2017 are as follows:
Amt in (Rs.)
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||375625435 ||363422763 |
|Total Expense ||341596890 ||329572411 |
|Profit Before Tax ||34028545 ||33850352 |
|Less: Taxation || || |
|Current Tax ||12255075 ||10860084 |
|Deferred Tax ||657107 ||34853 |
|Profit After Tax ||22430577 ||23025121 |
2. RESULTS OF OPERATIONS
The total revenue of your Company for the 2016-17 is Rs. 37 56 25 435/- as againstRs. 3 63422763/- in the previous year. The Net Pro t before tax stood at Rs. 3 40 28545/- as against Rs. 3 38 50 352/- in the previous year. The Pro t a er Tax is Rs. 224 30577/- as against Rs. 2 30 25121/- in the previous year.
Due to future financial requirements pro t has been deployed back to the Reserve &Surplus and the
Directors have not recommended any dividend for the period ended March 31 2017.
4. CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENT
Dr. Kunal Banerji were appointed as Additional Non-Executive Independent Directorw.e.f 07th March 2017 who hold office upto the date of ensuing Annual General meeting ofcompany and being eligible to o er their candidature for appointment as directors. Apartfrom this there are no material changes and commitments accecting the financial positionof the Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.
6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNEDDURING THE FIFINANCIAL YEAR ENDED MARCH 31 2017.
Ms. Rachna Singh was appointed as a Company Secretary of the company w.e.f. 24thSeptember 2016 in place of Ms. Neha Bhasin who resigned from the post of CompanySecretary w.e.f 26th August 2016
Dr. Kunal Banerji appointed as Independent Director w.e.f. 07th March 2017 subject toshareholders approval at the ensuing Annual General Meeting.
Dr. Rahul Misra resigned from the post of Independent Director w.e.f. 30th May 2017.
The brief resume of the aforesaid directors and other information have been detailed inthe Corporate Governance Section of this report.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of TheCompanies Act 2013 read with Rule 12 of the Companies (Management and administration)Rules 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integralpart of this report.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. 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 SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015
There are no material significant 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 AuditCommiuee 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-2
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2016-2017 4 (Four) meetings of the Board of Directors wereheld:
|1.April 30 2016 ||3.October 17 2016 |
|2.July 18 2016 ||4.February 14 2017 |
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby con rm that:
? In the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed along with proper explanation relating to material departures;
? They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of a airs of the company as at 31st March 2017 and of the pro t andloss of the company for that period;
? They have taken proper and suficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularioes;
? They have prepared the annual accounts on a going concern basis;
? They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating e ectively; and
? They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating e ectively.
12. STATUTORY AUDITOR
M/s AMRG & Associates. Chartered Accountants (Firm Registration No. 004453N)who were appointed as a Statutory Auditor of the Company in Annual General Meeting held on24th August 2016 i.e. from 23rd Annual General Meeting till the conclusion of 28thAnnual General Meeting of the company held therea er is due for ratification at theforthcoming Annual General Meeting of the Company.
Further the ratification in respect with the appointment of M/s AMRG &Associates. Chartered Accountants as the Statutory Auditors of the company isproposed for the ratification of shareholders in the Notice of 24th Annual General Meetingof the Company.
13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms. RajniMiglani a Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for FY 2016-2017. The Report of Secretarial Auditor (FormMR-3) for the FY 2016-2017 is annexed to the report as Annexure-3.
14. 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.
15. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommiuee 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 CommiZee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.
16. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpac ng the
going concern status and Company's operations in future.
17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FIFINANCIAL CONTROLS WITH REFERENCE TOTHE
The Company's internal control systems are supplemented by an extensive programme ofinternal audit by an independent professional agency and periodically reviewed by theAudit Commiuee. The internal control system is designed to ensure that all financial andother records are reliable for preparing financial statements other data and formaintaining accountability of assets.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitied their disclosures to the Board that they fulll all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(earlier Clause 49 of Listing Agreement) so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointmentand Remuneration including criteria for determining qualifications positive atiributesindependence of a director and other matiers as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013.
20. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board Evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its Commiuees and individual Directors. Schedule IV ofthe Companies Act 2013 and regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the Directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The evaluation process has beenexplained in the Corporate Governance Report and forms part of this report However theactual evaluation process shall remain con dential and shall be a constructive mechanismto improve the e ectiveness of the Board/ Commiuee.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibilityinivatives as
the said provisions are not applicable.
22. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)
The Audit Committee consists of the following members a. Dr Kanhaiya Tripathi b.Mr. Neeraj Kaushik c. Dr. Piyush Gupta
The powers role and terms of reference of the Audit Commitiee covers the areas ascontemplated under Regulation 18 and part C of Schedule II of SEBI (Lis ng Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013 andsuch other functions as may be speci cally delegated to the Committee by the Board fromtime to time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following members as on date a.Dr. Kanhaiya Tripathi b. Ms. Nidhi Madura c. Dr. Kunal Banerji
The powers 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 Requirements) Regulations 2015 and Section 178 of theCompanies Act 2013 besides other terms as may be referred by the Board of Directors.
Stakeholders' Relationship Committee :
The Stakeholders' Relationship Committee consists of the following members a. Dr.Kanhaiya Tripathi b. Mr. Neeraj Kaushik c. Dr. Kunal Banerji
The Committee inter-alia reviews issue of duplicate certi cates and oversees andreviews all matiers connected with the Company's transfers of securities. It looks intoredressal of shareholders'/ investors' complaints related to transfer of sharesnon-receipt of balance sheet non-receipt of declared dividends etc. and such otherfunctions as may be speci cally delegated to the Committee by the Board from time to time.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism/ Whistle Blower Policy and overseasthrough the commitiee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against vic]mization 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.vgel.co.in
24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES
(APPOINTMENT AND 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-5.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees
26. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2016-17 and assuch no amount of principal and interest was outstanding as on Balance Sheet date.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
Since the Company do not involve in any manufacturing or processing activi es theparticulars as required under section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 regarding conservation of energy and technologyabsorption are not applicable. Further there was no Foreign Exchange earnings and outgoduring the Financial Year 2016-2017.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Management Discussion and Analysis relating to business andeconomic
environment surrounding your company is enclosed as a part of the Annual Report.
29. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any subsidiary joint venture or associate Company.
30. CORPORATE GOVERANCE
Your Company is commitied 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 financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior 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. Wecontinually discuss bylaws and governance practices changing our policies when necessaryand pointing out areas where we need to improve our performance. We also compare ourpractices to the criteria used by outside organizations to evaluate corporate performance.
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 to this report. Thereport on Corporate Governance also contains certain disclosures required under theCompanies Act 2013.
A requisite certi cate from Ms. Rajni Miglani 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 isatiached to the Corporate Governance Report.
31. LISTING OF SHARES
Your Company's shares are listed and are being traded on the BSE Limited.
32. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institu ons and /or banks during the period under review.
Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may a ect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of quali ed and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribu]on made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitu ons shareholders dealers and customers for their continued support assistancewithout this appreciable support it not possible for the company to stands in competi vemarket therefore company seeks this support in future too.
| || ||For and on behalf of the Board |
| || ||Virtual Global Education Limited |
|Date : 15th July 2017 ||Girraj Kishore Varshney ||Neeraj Kaushik |
|Place : New Delhi ||Managing Director ||Executive Director |
| ||DIN: 07151639 ||DIN: 02462310 |