To,
The Members
Your directors are pleased to present the Tenth Annual Report and Audited Financial
Statements of the Company for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
The Companys financial performance, for the year ended March 31, 2023, is summarized
below:
|
|
(Amount in Lakhs) |
| S No. |
Particulars |
31-03-2023 |
31-03-2022 |
| 1. i. |
Revenue from Operations |
203.85 |
37.20 |
| ii. |
Interest Income |
0.00 |
0.00 |
| iii. |
Other Income |
8.10 |
28.48 |
| iv. |
Total Revenue |
211.95 |
65.68 |
| 2. |
Net Profit/(Loss) before depreciation and tax |
72.77 |
31.07 |
| 3. |
Depreciation |
1.13 |
0.00 |
| 4. |
Net Profit/(Loss) before Taxation |
71.64 |
31.07 |
| 5. |
Provision for Tax (incl. deferred taxes) |
39.51 |
8.65 |
| 6. |
Profit/(Loss) for the period |
100.80 |
22.42 |
| 7. |
Earnings per share |
3.00 |
0.66 |
Review of Operations
As can be seen from the Financial Statements, your Company has incurred a total revenue
of Rs. 211.95 Lakhs from the Education and Publication Business as compared to a total
revenue of Rs. 65.68 Lakhs in the previous year. The company has incurred a profit of Rs.
100.80 Lakhs as compared to a profit of Rs. 22.42 Lakhs in the previous year. This is part
of the management strategy to restructure and revive the companys business operations.
Your Company hopes to do better in future.
Dividend
Your board does not recommend any dividends on equity shares for the year ended March
31, 2023. Transfer to Reserves
During the year amount of Rs. 100.80 Lakhs was transferred to the Reserve &
Surplus. The Reserve & Surplus Stood at Rs.8.47 Lakhs as of 31.03.2023.
Change in Share Capital
During the Financial year, there has been no change in the issued, subscribed and
paid-up capital of the Company. The Company has also not carried out any buy back of its
equity shares during the year under review.
Further, the Company has not issued any equity capital during the year under review and
has also not issued any shares with differential voting rights, nor granted any stock
options or sweat equity, at any time during the year under review.
Deposits
During the year under review, the Company has not accepted any deposits from the public
within the meaning of section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rule, 2014.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Your Company was not required to transfer any amount to the Investor Education and
Protection Fund.
Change in the Nature of Business
During the year under review, there was no change in the nature of the business of the
Company.
Internal Financial Control
Your Company has a well-established framework of internal operational and financial
controls, including suitable monitoring procedures systems which are adequate for the
nature of its business and the size of its operations. Based on the performance of the
internal financial control, work performed by internal, statutory and external consultants
and reviews of Management and the Audit Committee, the board is of the opinion that the
Companys internal financial controls were effective and adequate during the FY 2022-2023
for ensuring the orderly efficient conduct of its business including adherence to the
Companys policies, safeguarding of its assets, the prevention and detection of fraud and
errors, the accuracy and completeness of accounting records an timely preparations of
reliable financial disclosures.
Industrial Relations
Your Company has always considered its workforce as its valuable asset and continues to
invest in its excellence and development programs. The Company has taken several
initiatives to enhance employee engagement and satisfaction.
Application under the Insolvency and Bankruptcy Code
Your Company has not made any application or has any proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
Particulars of Loans granted, Guarantee provided and Investments made pursuant to the
Provisions of Section 186 of the Companies Act, 2013
Your Company does not have any loans, guarantee and investments provided pursuant to
the Provisions of Section 186 of the Companies Act, 2013 and as such the said section
shall not apply.
Directors and Key Managerial Personnel
Your Board comprises of efficient and able directors who have vast experience in this
line of business.
A) Appointments:
During the year under review, there was no new appointment in the Company.
B) Resignations:
During the year under review, there was no new resignation in the Company.
C) Declaration by Independent Directors:
The Company has received the necessary declaration from the Independent Directors under
Section 149(7) of the Companies Act 2013 that they meet the criteria for Independence as
laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
D) Familiarisation Programme for Independent Directors (IDs)
In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013,
the Company is required to conduct the Familiarization Programme for Independent Directors
(IDs) to familiarize them about their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc.,
through various initiatives. Directors are made aware of the significant news developments
and highlights from various regulatory authorities viz. Securities and Exchange Board of
India (SEBI), Ministry of Corporate Affairs (MCA), etc.
The Directors are regularly apprised about their roles, rights and responsibilities in
the Company from time to time as per the requirements of the Listing Regulations, with the
Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules
thereunder. The policy and details of familiarization programme imparted to the
Independent Directors of the Company is available at www.authum.com.
C) Board Evaluation:
According to the provisions of the Companies Act, 2013, to evaluate the performance of
the Board as a whole, a structured questionnaire was prepared covering various aspects of
the Boards functioning, the composition of the Board and its committee, execution, and
performance of specific duties, obligations and the same was circulated amongst the Board
of Directors for their feedback. The Board of Directors expressed their satisfaction with
the evaluation process.
Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent
Directors also evaluated the performance of Non-Independent Directors at a separate
meeting of the Independent Directors.
The brief details of all members of the Board are annexed to this report.
The following persons are the Directors and Key Managerial Personnel of the Company:
| Mr. Rajesh Dedhia |
Managing Director |
| Ms. Neeta Rajesh Dedhia |
Managing Director |
| Mr. Kiran Bharatkumar Gandhi |
Independent Director |
| Mr. Wilson David Nadar |
Independent Director |
| Ms. Bindi Jayantilal Gada |
Independent Director |
| Ms. Janvi Rajesh Dedhia |
Executive Director |
| Ms. Janvi Rajesh Dedhia |
Chief Financial Officer |
| Ms. Monika Devid Dedhiya |
Company Secretary |
Listing
The equity shares of the Company are listed on the nationwide trading terminals of BSE
Ltd.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
1. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
2. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as of 31st March 2023 and the loss for the
year ended on that date;
3. The directors have taken proper and sufficient care of the maintenance of adequate
accounting records under the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
4. The directors have prepared the annual accounts on a going concern basis:
5. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and were operating
effectively;
6. The Directors had devised a proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating efficiently.
Policy on Sexual Harassment of Women at Work Place
The Company complies with the regulations of the Act. The Company has a Policy in place
for the same.
No case was filed under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo
The information pertaining to the conservation of energy, technology absorption,
foreign exchange earnings, and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished
hereunder:
1. Conservation of Energy and Power consumption: These provisions are not applicable
but the Company has nevertheless continued to accord priority to conservation of energy
and is continuing its efforts to utilize energy more efficiently.
2. Technology Absorption and Research & Development: These provisions are not
applicable. The company has not absorbed any technology or any research and development
work has been carried out.
3. Foreign Exchange Earnings Outgo: NIL
Particulars of Employees
There are no employees of the category specified under Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Auditors and Audit Report
M/s. Bhatter & Associates, Chartered Accountants (Firm Reg. No. 131411W) were
appointed as Statutory Auditors of the Company from the conclusion of the 9th Annual
General Meeting until the conclusion of the 14th Annual General Meeting to be held in the
year 2028.
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. Bhatter & Associates, Chartered Accountants, Statutory Auditors, in their report
on the Companys financial statements for the year ended on March 31, 2023.
Extract of Annual Return
A copy of the Annual Return as provided under section 92(3) of the Act, in the
prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the
Companys website and can be accessed at www.vantageinstitute.in
Secretarial Audit
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/S Kushla
Rawat partner of M/s. Kushla Rawat and Associates, Practising Company Secretary (ACS No.
33413, COP No. 12566), to undertake secretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this
Report as Annexure III.
Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees
The information required to be disclosed in the Boards Report under Section 197 of the
Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached to this report as Annexure IV.
Related Party Transactions
In line with the requirements of the Companies Act 2013, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations), your Company has formulated a Policy on Related Party Transactions which is
available on Companys website at www.vantageinstitute.in. This Policy deals with the
review and approval of related party transactions. The Board of Directors of the Company
has approved the criteria for giving the omnibus approval by the Audit Committee within
the overall framework of the Policy on Related Party Transactions.
Pursuant to Regulation 23 of the Listing Regulations, all related party transactions
were placed before the Audit Committee on a quarterly basis for their review and approval.
Further, the Policy on materiality of Related Party Transactions is available on the
website of the Company at www.vantageinstitute.in
During the financial year ended March 31, 2023, no contracts or arrangements were
entered with related parties referred to in sub-Section (1) of Section 188 of the
Companies Act, 2013. The transactions entered into by the Company with Related Parties are
at Arms Length Price and in the ordinary course of business.
Significant and Material Orders Passed by the Regulators or Court
There are no significant and material orders passed by the regulators or Courts that
would impact the ongoing concern status of the Company and its future operations.
Auditors Observations/Comments
The Secretarial audit report has addressed some of the issues and observations and the
comments of the Auditors are self-explanatory. The management was actively pursuing the
issue of non-compliance as disclosed in the Secretarial Audit Report under Form No MR-3
and the management of the Company is in the process of rationalizing the issues.
Secretarial Standards
The Institute of Company Secretaries of India has revised the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure
compliance with its provisions and complies with the same.
Number of Board Meetings Conducted During the Year under Review
The Company had 9 (Nine) Board meetings during the financial year under review. The
dates on which the Board meetings were held are July 07, 2022, August 15, 2022, September
3, 2022, November 11, 2022, November 18, 2022, November 28, 2022, December 20, 2022, and
February 15, 2023 and February 23, 2023
Associate/Subsidiary/Wholly Owned Subsidiary
During the period under review, the Company does not have any
associate/subsidiary/wholly owned subsidiary.
Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committee
due to nonfulfillment of any of the conditions pursuant to section 135 of the Companies
Act, 2013.
Companys Policy Relating to Directors Appointment, Payment of Remuneration and
Discharge of Their Duties
The Company has a Policy relating to the appointment of Directors, payment of
Managerial remuneration, Directors qualifications, positive attributes, independence of
Directors, and other related matters as provided under Section 178(3) of the Companies
Act, 2013 and the provisions of Listing Regulations.
Corporate Governance and Shareholders Information
During the year under review, the Paid-Up Capital and Net Worth of the Company were
less than Rs. 10 Crores and Rs. 25 Crores respectively as of 31st March 2020, therefore
Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24,
24A, 25, 26, 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C,
D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement),
Regulation 2015 does not apply to the Company.
Whenever this regulation becomes applicable to the Company at a later date, the company
will comply with the requirements of those regulations within six months from the date on
which the provisions became applicable to our Company.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, is attached with this report.
Audit Committee
Pursuance of the provisions of section 178 of the Companies Act, 2013 a Committee of
the Board of Directors be and is hereby re-constituted with effect from 08.09.2021. The
present Composition of the Audit Committee consists of the following members:
| Ms. Bindi Jayantilal Gada |
Chairperson |
| Mr. Wilson David Nadar |
Member |
| Mr. Kiran Bharatkumar Gandhi |
Member |
During the year four (4) Audit Committee meetings were held on July 07, 2022, September
03, 2022, November 18, 2022, and February 15, 2023.
Stakeholders Relationship Committee
The board of directors be and is hereby re-constituted the Stakeholders Relationship
Committee with effect from 08.09.2021. The present Composition of the Stakeholders
Relationship Committee consists of the following members:
| Ms. Bindi Jayantilal Gada |
Chairperson |
| Mr. Wilson David Nadar |
Member |
| Mr. Kiran Bharatkumar Gandhi |
Member |
During the year four (4) Stakeholder Relationship Committee meetings were held on July
07, 2022, September 03, 2022, November 18, 2022, and February 15, 2023.
Remuneration Committee
The board of directors be and is hereby re-constituted the Remuneration Committee with
effect from 08.09.2021. The present Composition of the Remuneration Committee consists of
the following members:
| Ms. Bindi Jayantilal Gada |
Chairperson |
| Mr. Wilson David Nadar |
Member |
| Mr. Kiran Bharatkumar Gandhi |
Member |
During the year one remuneration committee meeting was held on December 20, 2022.
Vigil Mechanism/Whistle Blower Policy
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.vantageinstitute.in.
Investor Services
As the members are aware, your companys shares are tradable compulsorily in electronic
form with effect from and your company has established connectivity with both the
depositories viz. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). Given the numerous advantages offered by the Depository
system, members are requested to avail of the facility of de-materialization of the
Companys shares on either of the Depositories as aforesaid.
Human Resources
Your Company considers people as one of the most valuable resources. It believes in the
theme that the success of any organization depends upon the engagement and motivation
level of employees. All employees are committed to their work and proactively participate
in their area of operations. The Companys HR philosophy is to motivate and create an
efficient workforce as manpower is a vital resource contributing towards the development
and achievement of organizational excellence.
Risk Management Policy of the Company
According to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of
Listing Regulations the Company has formulated risk management policy and the same has
been placed on the company website. At present the company has not identified any element
of risk which may adversely affect the functioning of the company. Risk Management Policy
placed on the Companys website at www.vantageinstitute.in
Code of Conduct
The Board of Directors has approved a Code of Conduct which applies to the Members of
the Board and all employees in the course of day-to-day business operations of the
company. The Code has been placed on the Companys website at www.vantageinstitute.in
Prevention of Insider Trading
The Company has adopted a Code of Conduct for the Prevention of Insider Trading
intending to regulate trading in securities by the Directors and designated employees of
the Company. Said code of conduct is in line with SEBI (Prohibition of Insider Trading)
Regulations, 2015 The Code requires preclearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information concerning the
Company and during the period when the Trading Window is closed. The Board is responsible
for the implementation of the Code. All the Directors and the designated employees have
complied with the Code.
General Disclosures
n Disclosure Under Section 43(A)(II) of the companies act, 2013
The Company has not issued any shares with differential rights and hence no information
as 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.
U Disclosure Under Section 54(1)(d) of the companies act, 2013
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1) (d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
U Disclosure Under Section 62(1)(b) of the companies act, 2013
The Company has not issued any equity shares under the Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section 62(1)
(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.
n Disclosure Under Section 67(3) of the companies act, 2013
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme under Section
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.
n Green Initiatives
As part of our green initiative, electronic copies of this Annual Report including the
Notice of the 10th AGM are sent to all members whose email addresses are
registered with the Company/Depository Participant(s). For members who have not registered
their email addresses, physical copies of this Annual Report including the Notice of the
7th AGM are sent by permitted mode.
The Company is providing an e-voting facility to all its members to enable them to cast
their votes electronically on all resolutions set forth in the Notice. This is under
Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the Note
annexed to the Notice.
Acknowledgments
The Board wishes to place on record their appreciation for the sincere efforts of the
Director, employees, and the cooperation extended by the Bankers, Shareholders, clients,
and associates for their continued support towards the conduct of the Company.
| By Order of the Board |
|
| Sd/- |
|
| Neeta Rajesh Dedhia |
Place: Mumbai |
| DIN: 00969568 |
Date: September 8, 2023 |
+91-9892691696
