VJTF Eduservices Ltd.
|BSE: 509026||Sector: Others|
|NSE: N.A.||ISIN Code: INE117F01013|
|BSE 00:00 | 16 Jun||57.00||
|NSE 05:30 | 01 Jan||VJTF Eduservices Ltd|
VJTF Eduservices Ltd. (VJTFEDUSERVICES) - Director Report
Company director report
the Members of the Company
Your Directors have pleasure in presenting the 36th AnnualReport on the Business and Operations of your Company with Audited Accounts for thefinancial year ended on 31st March 2021. The Financial Results of the Companyare summarized below:
(Rs. In Lakhs)
COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19
India is going through a tough phase of a global pandemic-Novel Coronavirus disease (COVID-19). The Indian government is taking all possible measures to keep acheck on the spread of this disease within the country.
Accordingly as a responsible private establishment your Company alsotook part in the mission of social distancing by:
- Putting in place Work from Home Policy (WFH) for the employees of theCompany;
- Conduct of meetings through VC telephone computerized & otherelectronic means;
- Strictly adhering to the "Do's and Don'ts" advised by thePublic Health Authorities;
- Only essential staff are being called on duty with staggered timingsto be followed in order to minimize physical interaction in all the Offices Schools atvarious locations; and
- To follow other preventive measures prescribed by the localauthorities from time to time.
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY
On Standalone Basis the Gross Revenue of the Company for the FinancialYear 2020-21 is Rs. 908.68 Lakhs as compared to Rs. 1863.66 Lakhs for the previousFinancial Year 2019-20. Earnings before Tax Depreciation and Amortization is Rs. (243.31)Lakhs in the Current Financial Year as compared to Rs. (19.31) Lakhs for the previousFinancial Year ended 31st March 2020. Profit after Tax for the CurrentFinancial Year is Rs. (496.87) Lakhs.
On Consolidated Basis the Gross Revenue for the Financial Year 2020-21 is Rs. 908.68 Lakhs as compared to Rs. 1964.71 Lakhs for the previous financial yearended 31st March 2020. Profit before Tax Depreciation and Amortization is Rs.(245.39) Lakhs as compared to Profit before Tax Depreciation and Amortization of Rs.81.10 Lakhs for the previous Financial Year ended 31st March 2020. Loss afterTax for the Current Financial Year is Rs. (498.95) Lakhs
The Company has established itself as an emerging player in theEducation Services Segment. The Company provides services to Operational EducationProjects at -
(1) Pawan Baug Malad (West) Mumbai
(2) Udaipur Rajasthan
(3) Bhilwara Rajasthan
(4) Goregaon East Mumbai DIVIDEND
The directors do not recommend any dividend for the financial yearunder review.
During the year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
The Directors propose to carry Rs. (435.66) Lakhs being the profit forthe current year to the Balance Sheet during the financial year ended 31stMarch2021.
There was no change in the Authorized and Paid-up Share Capital of theCompany during the year.
The Authorized Share Capital of the Company is Rs. 2000 Lakh dividedinto 20000000 (Two Crore) Equity Shares of Rs. 10/- each.
The Paid-up & Subscribed Share Capital of the Company is Rs. 1760Lakhs divided into 17600000 (One Crore Seventy Six Lakhs) Equity Shares of Rs. 10/-each. From No. MGT-9 (Extract of Annual Return) as Annexure No. 1
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report are enclosed as a part ofthis report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulationslaid down in Regulation 17 to 27 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A report on Corporate Governance is includedas a part of this Director Report as Annexure No.4. Certificate from the SecretarialAuditors of the Company confirming the compliance with the conditions of CorporateGovernance as stipulated under Regulations17 to 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company's shares are listed on BSE Limited. The Company has paidlisting fees of Rs. 354000/- for the Financial Year 2020-21 to BSE Limited.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. CHANGES IN DIRECTORS
There are only one changes in Directorship of the Company in thefinancial year 2020-21. Mr. Sourabh Jain (DIN - 08881097) was appointed as Non-ExecutiveIndependent Director on 15th September 2020 & he has been regularized inthe AGM held on 29th December 2020.
2. DECLARATION BY INDEPENDENT DIRECTORS
All of the Independent Directors have given a declaration that theymeet the criteria of independence as laid down under section 149(6) of the Companies Act2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as Independent Directors during the year.
3. CHANGES IN KEY MANAGERIAL PERSONNEL
During the Year there were no changes in Key Managerial Personnel.
CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company have met Four times during theyear on 31/07/2020 15/09/2020 11/11/2020 & 12/02/2021 in respect of which propernotices were given and proceedings were properly recorded signed and maintained in theMinutes Book kept by the Company for the purpose. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013. The Attendance ofDirectors at Board Meeting in given in corporate governance report.
COMMITTEES OF THE BOARD
The Company has constituted an Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee as per the provisions of theCompanies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A detailed note on the Board and its Committees are provided under thecorporate governance Report Section in this Annual Report. The composition of theCommittees as per the applicable provisions of the Act and Rules are as follows:
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate exercise wascarried out to evaluate the performance of Individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionand independence of judgment thereby safeguarding the interest of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and Non-Independent Directors were carried outby the Independent Directors. The Board also carried out annual performance evaluation ofthe working of its Audit Nomination and Remuneration Stakeholder RelationshipCommittees. The Board of Directors expressed their satisfaction with the evaluationprocess.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' Appointment and Remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacyare included in Management Discussion and Analysis which forms part of this Report.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:-
i. The percentage increase in Remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year:
iii. The number of Permanent Employees on rolls of the Company: 146 ason 31/03/2021.
iv. Variations in the Market Capitalization of the Company PriceEarnings Ratio as at the Closing Date of the Current Financial Year and Previous FinancialYear:
v. Percentage Increase or Decrease in the Market Quotations of theEquity Shares of the Company in comparison to the rate at which the Company came out withlast Public Offer:
The market price of the equity shares was Rs. 55.10 on 31stMarch 2021 in comparison to the market price of Rs. 57.50 as on 31st March2020.
vi. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
The average annual increase for the employees of the company was around5%. However there was no increase in the Managerial Remuneration.
vii. Comparison of each remuneration of the Key Managerial personnelagainst the performance of the Company:
viii. The key parameters for any variable component of remunerationavailed by the directors:
Minimum remuneration paid as per schedule V of the Companies Act 2013.
ix. The ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year: None.
x. Affirmation that the remuneration is as per the remuneration policyof the Company:
The Company affirms that the remuneration is as per the remunerationpolicy of the Company. No employee of the company is falling under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report along with Auditor's Certificate CEO/CFOCertificate and Management Discussion and Analysis are attached herewith which forms partof this report.
Policy for determining material subsidiaries of the Company isavailable on the website of the Company
Policy on dealing with related party transactions is available on thewebsite of the Company (URL:http://www.vitf.com/investor-relations/related-parties-transaction-policy).
The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations fordirectors and employees to report concerns about unethical behavior. No person has beendenied access to the Chairman of the audit committee. The said policy has been also put upon the website of the Company at the following link:
The Company has adopted a Policy on Determination of 'Materiality forDisclosures' as per Regulation 30 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (URL: http://www.vitf.com/investor-relations) and a'Policy for Preservation of Documents' as per Regulation 9 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. (URL:http://www.vitf.com/investor-relations)
The Company has only one Subsidiary i.e. M/s. VJTF Buildcon PrivateLimited. There has been no material change in the nature of the business of thesubsidiary.
Pursuant to the provisions of Section 136 of the Act FinancialStatements of the Company Consolidated Financial Statements along with relevant documentsand separate Audited Accounts in respect of subsidiary forms part of the Annual Report ofthe Company. The Company has the following one subsidiary as on 31st March2021.
VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093)
Pursuant to provisions of section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the financial statements of the Company.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY VJTFBUILDCON PRIVATE LIMITED
The Net Loss for the year under review amounted to Rs. 2.07 Lakhs ascompared to profit of Rs. 23.48 Lakhs in the previous year.
The Consolidated Financial Statements of the Company are prepared inaccordance with the relevant Accounting Standard viz. Accounting Standard 21 & IndianAccounting Standards (IND-AS) issued by the Institute of Chartered Accountants of Indiaand forms part of this Annual Report.
The Company in its 33rd Annual General Meeting (AGM) held on29th September 2018 appointed M/s J Kala & Associates (Firm RegistrationNo. 118769W) Chartered Accountants as its Statutory Auditors to hold office for theperiod of five consecutive years from the conclusion of the 33rd AGM until theconclusion of the 37th AGM. However their terms of Appointment andRemuneration shall be ratified by the Members of the Company in the ensuing AGM.
i) Statutory Auditors:
Statutory Auditors' Report is Self-Explanatory in itself.
ii) Secretarial Auditor:
According to the provision of section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Secretarial Audit Report submitted by Secretarial Auditor - Mr.Rajvirendra Singh Rajpurohit Practicing Company Secretary is enclosed as a part of thisreport in Annexure-3. The qualification reservation adverse remarks or disclaimer madeby the Secretarial Auditor in its report are self-explanatory. However Management of theCompany ensures to be more careful and dedicated in all of the compliances henceforth.
iii) Internal Auditor:
M/s. Anil B Jain & Associates Chartered Accountants Mumbaiperformed the duties of Internal Auditors of the company for the Financial Year 2020-21and their report is reviewed by Audit Committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 readwith rules framed there under every Company including its holding or subsidiary and aforeign company which fulfills the criteria specified in sub-section (1) of section 135of the Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified insub-section (1) of section 135 of the Act your Company is not required to constitute aCorporate Social Responsibility Committee.
The Company has adopted a "Whistle Blower" Policy and hasestablished the necessary vigil mechanism for employees and directors to report concernsabout unethical behavior as per the provisions regarding vigil mechanism as provided inSection 177(9) of the Companies Act 2013 read with rules framed there under. The"Whistle Blower" Policy is available on the website of the Company onhttp://www.vitf.com/investor-relations/whistle-blower- policy.
RISK MANAGEMENT POLICY
The company has been addressing various risks impacting the companyreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013
The details of loans guarantees and investments as covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
Particulars of contracts or arrangements with related parties referredto in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appendedas Annexure 2 to the Director's report.
HUMAN RESOURCE DEVELOPMENT
To ensure good human resources management your company focuses on allaspects of the employee lifecycle. This provides a holistic experience for the employeesas well. During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership. The company takes pride in the commitmentcompetence and dedication shown by its employees in all areas of business.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
During the period under review no material changes and commitmentshave occurred between the end of the financial year and till the date of this report whichwould materially affect the financial position of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the period under review there were no significant and materialorders passed by the regulators or courts or tribunals which impact the going concernstatus of the Company and it's operations in future.
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
In accordance with the provisions of Section 134 read with theCompanies (Accounts) Rules 2014 regarding conservation of energy technology absorptionand foreign exchange earnings and outgo your Director's furnish hereunder the additionalinformation as required.
A. Conservation of Energy
Information in accordance with the provisions of Section 134 (3) (m)read with the Companies (Accounts) Rules 2014 regarding conservation of energy does notapply to your Company.
B. Technology Absorption
Your Company has no foreign collaboration hence no particulars areoffered.
C. Foreign Exchange Earning and Outgo
As required under Section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the information relating to the foreign exchangeearnings and outgo are given in the Notes to the financial statements as well as hereunderfor the year ended 31stMarch 2021:
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act2013 it is hereby confirmed:
a) that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
b) that the Director's had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and the profit or loss of the Company for the period ended 31stMarch 2021;
c) that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting any fraud and other irregularities;
d) that the Directors' had prepared the annual accounts on a goingconcern basis ;
e) that the Directors' have laid down internal financial controls to befollowed by the company and such internal financial controls are adequate and wereoperating effectively; and
f) that the Directors' had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
There was no case filed during the year under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013. Further theCompany ensures that there is a healthy and safe atmosphere for every women employee atthe workplace and have made necessary policies for safe and secure environment for womenemployees.
Your Directors' wishes to place on record its sincere thanks to all itsCustomers Suppliers Bankers and Central & State Government Authorities for extendingsupport to your Company. The Board also places on record its sincere appreciation of thecontribution made by all the stakeholders for placing their faith and trust on the Board.