To,
The Members
Virtual Global Education Limited
Your Directors have pleasure in presenting the 30th Annual Report and the
Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
Financial Summary and performance Highlights of your Company, for the financial year
ended March 31, 2023 are as follows:
Amt in Lakhs
Particulars |
31.03.2023 |
31.03.2022 |
Total Revenue |
133.45 |
161.12 |
Less: Total Expenditure |
51.13 |
107.34 |
| Net Profit/(Loss) before Tax (PBT) |
82.32 |
53.78 |
Less: Provision for Income Tax-Current |
18.75 |
13.70 |
| Provision for Deferred Tax |
2.66 |
0.87 |
Profit/(Loss) After Tax |
60.92 |
39.20 |
The Financial Statement, in accordance with the Companies Act, 2013 ("the
Act"), Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ( SEBI Listing Regulations ) and applicable Accounting Standards forms
part of this Report.
2. STATE OF COMPANYS AFFAIRS AND OPERATIONS
Financials
The total revenue of your Company for the financial year 2022-23 is Rs. 133.45
(In Lakhs) as compare to Rs. 161.12 (In Lakhs) for the previous financial year
2021-22. The Net Profit before tax stood at Rs. 82.32 (In Lakhs) as against Rs. 53.78
(In Lakhs) in the previous year. The profit after Tax is Rs. 60.92 (In Lakhs) as
against Profit after Tax Rs. 39.20 (In Lakhs) in the previous year.
3. DIVIDEND AND TRANSFER TO RESERVES
During the year under review, the Company has not earned much profit and hence your
Director proposes to plough back the profits in the business of the Company. Accordingly,
the Board of Directors has not recommended any dividend for the financial year 2022-23 and
there has been no transfer to General Reserve.
4. CAPITAL STRUCTURE
Authorised Share Capital
The Authorised Share Capital of the Company as at March 31, 2023 was Rs. 57,00,00,000
Paid up Share Capital
The Paid-up share capital as at March 31, 2023 stands at Rs. 42,36,63,698 comprising of
42,36,63,698 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 the
Company occurring between March 31, 2023 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 rules
made 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. Ms. Shikha |
Additional Executive Director |
06/06/2022 |
- |
2. Mr. Prasanna Laxmidhar Mohapatra |
Whole Time Director |
06/06/2022 |
- |
3. Dr. Kanhaiya Tripathi |
Independent Director |
07/01/2015 |
- |
4. Mr. Jnui Ghosh |
Chief Financial Officer |
24/07/2023 |
- |
5. Dr. Anubha Chauhan |
Independent Director |
10/02/2021 |
- |
6. Mr. Prasanna Laxmidhar Mohapatra |
Chief Executive Officer |
01/06/2021 |
- |
7. Dr. Rahul Misra |
Additional Independent Director |
14/11/2023 |
- |
8. Mr. Neeraj Kaushik |
Executive Director |
07/07/2000 |
16/09/2022 |
9. Mr. Neeraj Kaushik |
Chief Financial Officer |
16/08/2019 |
16/09/2022 |
10. CS Sonu Ghosh |
Company Secretary and Compliance Officer |
10/08/2022 |
05/01/2023 |
Appointment, Re-appointment and Resignation of Directors & KMP
• Mr. Neeraj Kaushik has resigned from the post of Executive Director and CFO
of the Company w.e.f. September 16, 2022.
• CS Sonu Ghosh has resigned from the post of Company Secretary & Compliance
Officer of the Company w.e.f January 05, 2023.
• Ms. Shikha, Executive Director of the Company will retire at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment.
• The Board of Directors of the Company at their meeting based on the
recommendation of Nomination & Remuneration Committee and subject to the approval of
members at the ensuing Annual General Meeting had approved the appointment of Dr. Rahul
Misra as additional Independent Director of the Company.
• The Board of Directors of the Company at their meeting based on the
recommendation of Nomination & Remuneration Committee had approved the appointment of
Ms. Jnui Ghosh as Chief Financial Officer of the Company.
Brief profile of the Directors being appointed/ re-appointed and other details as
stipulated under Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice
commencing the 29th AGM.
8. DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
Independence as provided in the Section 149 and Regulation 16(1) (b) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors
have also confirmed that they have complied with the Companys code of conduct.
9. ANNUAL RETURN
The copy of Annual Return of the Company as on March 31, 2023 in accordance with
Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014,
is available 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) or
re-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 31,
2023, the applicable accounting standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures from the same;
• the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit and loss of the Company for that period;
• the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
• the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF THEIR
DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors Appointment
and Remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters as provided under Section 178(3) of the
Companies Act, 2013. The Policy is enclosed in Annexure-1 as a part of this report
in compliance with Section 134(3) of the Companies Act, 2013.
12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The details of the Loan given by the Company are mention in Note No. 7 of the Audited
Financial Statements. The Company has not given any Guarantee to any person and made any
investment during the year under review.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013
All the transactions done with related parties for the year under review were on arms
length basis and are in compliance with the applicable provisions of the Act and Listing
Agreement.
There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential con ict
with the interest of the
Company at large. Transactions with related parties entered by the Company in the
normal course of business are periodically placed before the Audit Committee of the
Company for its approval.
The policy on materiality of Related Party Transactions and also on dealing with
Related Party Transactions as approved by the Board of Directors is uploaded on the
website of the Company.
In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts
or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 are enclosed, in the Form AOC-2, as a part of this report. Annexure-2
14. AUDITORS AND AUDIT REPORTS
(i) Statutory Auditors
The Board of Directors had appointed of M/S Asha & Associates, Chartered
Accountants (Firm Registration No: 024773N) as Statutory Auditor of the Company of the
company to hold office for a period of 5 years i.e. from the conclusion of 29th
Annual General Meeting till 34th Annual General Meeting on such remuneration as
may be fixed by the Board of Director in consultation with the Auditor.
(ii) Auditors Report
The Auditors Report for the financial year ended March 31, 2023 on the financial
statements of the Company forms a part of this Annual Report. There are no qualifications
on 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 had
appointed M/s Apoorv & Associates., Practicing Company Secretary to undertake the
Secretarial Audit of the Company. The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws.
The Report does contain one qualification, the views of management on that is mentioned in
this Board Report. The Secretarial Audit Report is annexed as Annexure-3 to this
report.
The Board has appointed M/s Apoorv & Associates, Practicing Company Secretary as
Secretarial Auditors of the Company for the financial year 2022-23.
(iv) Internal Auditor
The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as
internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read
with Rule 13 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 Meetings
and the attendance of Directors are provided in the Corporate Governance Report, attached
as Annexure-4 to this Report. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013, Secretarial Standard-1 and Listing
Regulations.
16.COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were qualifications, reservations or adverse remarks made by the Statutory
Auditors of the Company. Kindly refer Independent Auditors Report.
M/s Apoorv & Associates, Practicing Company Secretary has mentioned some
Qualification in the Secretarial Audit Report regarding the Non Compliance of Section 149
of the Companies Act 2013. The Qualification is as follows;
"The provision of section 149 relation to independent directors has not complied
with as explained herein below:
In October 2019, The Ministry (MCA) made it compulsory for independent directors to
pass the online self-assessment proficiency test, which is conducted by the Indian
Institute of Corporate Affairs (IICA) if they take up or must maintain their positions on
the Board of Directors. However, Dr Kanhaiya Tripathi, Dr Rahul Misra & Ms. Anubha
Chauhan independent director in the company with effect from 07.01.2015 ,14.11.2022 &
10.02.2021 respectively have not appeared for the self-proficiency exam conducted by the
IICA, hence stand ineligible to be appointed as such in the office of independent
directors in any company.
The Registration in the Independent Director data bank is the responsibility of the
Directors, 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, either
through appointing new Independent Directors or through getting these Directors registered
under Data bank and comply with the requirement of Section 149 of the Companies Act 2013.
The company now complied with the SDD software and its provisions.
17.RISK MANGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The Audit
Committee and the Board of Directors of the Company review the risks, if any involved in
the Company from time to time and take appropriate measures to minimize the same. The
Audit Committee ensures that the Policy for Risk Management is adopted across the Company
in 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 Tribunals
impacting the going concern status and Companys operations in future.
19. DETAILS INRESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
The Companys internal control systems are supplemented by an extensive programme of
internal audit by an independent professional agency and periodically reviewed by the
Audit Committee and Board of Directors. The internal control system is designed to ensure
that all financial and other records are reliable for preparing financial statements,
other 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 performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
independent directors, performance of non-independent directors, the Board as a whole and
the Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. At the
board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of Independent Directors
was 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 the
Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to
constitute a CSR committee, formulate the policy and spent amount on Corporate Social
Responsibility.
22. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas
through the committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on reporting issues concerning the interests
of co- employees and the Company. The Whistle Blower policy as approved by the Board has
been uploaded on the website of the Company i.e. www.virtualeducation.co.in.
23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE
COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the 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 employees remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are forming part of this report as Annexure -5.
24. FIXED DEPOSIT
During the year under review, the Company has not accepted any deposits covered within
the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014. Further there are no deposits unclaimed or pending in the Books of
the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company do not involve in any manufacturing or processing activities, the
particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts)Rules, 2014 regarding conservation of energy and
technology absorption are not applicable. Further there was no Foreign Exchange earnings
and outgo during the Financial Year 2021-2022 and the same has been attached as
Annexure 6.
26. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has Incorporated Subsidiary Company in the name of M/s Shikshan School
Private 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. 1,00,000 (Rs. One Lac Only) |
Paid Up Capital: |
Rs. 1,00,000 (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 Regulations
is 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, 2023 and the Sexual Harassment
of 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 Directors
further state that during the year under review, there was no case filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES
Audit Committee
The Audit Committee as on date comprises of the following members;
1. Dr Kanhaiya Tripathi
2. Mr. Neeraj Kaushik (Resigned w.e.f. 16/09/2022)
3. Dr. Rahul Misra (Appointed w.e.f. 14/11/2023)
4. Dr. Anubha Chauhan
The Power, role and terms of reference of the Audit Committee covers the areas as
contemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015 and Section 177 of the Companies Act, 2013
and such other function as may be specifically delegated to the Committee by the Board
from 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. Rahul Misra (Appointed w.e.f. 14/11/2023)
3. Dr. Anubha Chauhan
The Power, role and terms of reference of the Nomination and Remuneration Committee
covers 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 the
Companies 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
1. Dr Kanhaiya Tripathi
2. Mr. Neeraj Kaushik (Resigned w.e.f. 16.09.2022)
3. Dr. Rahul Misra (Appointed w.e.f. 14/11/2023)
4. Dr. Anubha Chauhan
The Committee, inter-alia, reviews issue of duplicate certificates and oversees and
review all matters connected with the Companys transfer of securities. It look into
redressal of shareholders/ investors complaints related to transfer of shares, non
receipt of balance sheet, non-receipt of declared dividend etc. And such other functions
as 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 following
initiatives:
• An Investors and information Section on the website of the Company www.virtualeducation.co.in
has been created.
• There is a dedicated e-mail id csvirtualeducation@gmail.com for sending
communications to the Authorized Person or the Company Secretary.
31. CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate Governance and
adheres 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 no
longer based strictly on nancial performance or products and services but on a Companys
structure, its Board of Directors, its policies and guidelines, its culture and the
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 deeply
ingrained in our corporate culture, guiding how we work and how we do business.
We continually discuss by laws and governance practices, changing our policies when
necessary and pointing out areas where we need to improve our performance. We also compare
our practices to the criteria used by outside organizations to evaluate corporate
performance.
A separate section on Corporate Governance standards followed by the Company, as
stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure 7 to this
report. The report on Corporate Governance also contains certain disclosures required
under the Companies Act, 2013.
A requisite certi cate from Mr. Vijay Jain, Practicing Company Secretary, con rming
compliance with the conditions of Corporate Governance as stipulated under the aforesaid
schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
attached as "Annexure A" to the Corporate Governance Report.
The Board Members and Senior Management Personnel have affirmed compliance with the
Code of Conduct for Directors and Senior Management for the year ended March 31, 2023. A
certificate from the Whole-time
Director confirming the same is enclosed as "Annexure B" to the Corporate
Governance Report
32. SECRETARIAL STANDARD
The Board members have affirmed that compliance with all the applicable Secretarial
Standard 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 under
section 148 of Companies Act, 2013 as it not applicable on the Company.
34.OTHER DISCLOSURES
* No applications made or any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 during the year against the company. * No One time Settlement made in respect
of any loan from Banks and Financial Institution.
35. CAUTIONARY STATEMENT
The statements contained in the Boards Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
36. ACKNOWLEDGEMENTS
Your Directors thank the Shareholders, Banks/other Lenders, Customers, Vendors and
other business associates for the confidence reposed in the Company and its management and
look forward to their continued support. The Board places on record its appreciation for
the dedication and commitment of the employees at all levels, which has continued to be
our major strength. We look forward to their continued support in the future.
For and on behalf of |
|
|
Virtual Global Education Limited |
|
|
|
SD/- |
SD/- |
Date: 25.08.2023 |
Prasanna Kumar Mohapatra |
Shikha |
Place: New Delhi |
Whole Time Director |
Director |
|
DIN:09528267 |
DIN:07013436 |
+91-9892691696
