To
The Members of the Company,
Your Directors have pleasure in presenting the 38thAnnual
Report on the Business and Operations of your Company with Audited Accounts for the
financial year ended on 31st March 2023. The Financial Results of the Company
are summarized below:
FINANCIAL RESULTS:
(Rs In Lakhs)
| PARTICULARS |
Standalone for the year ended 31st
March, 2023 |
Standalone for the year ended 31st
March, 2022 |
Consolidated for the year ended 31st March,
2023 |
Consolidated for the year ended 31st March,
2022 |
| Revenue from Operations |
2076.43 |
747.68 |
2076.43 |
747.68 |
| Other Income |
120.26 |
598.64 |
120.26 |
598.64 |
| Total Income |
2196.69 |
1346.32 |
2196.69 |
1346.32 |
| Total Expenses |
2202.21 |
1325.97 |
2202.59 |
1326.51 |
| Operating Profit/(Loss) |
(5.52) |
20.35 |
(5.90) |
19.81 |
| Less: Finance Cost |
555.92 |
441.51 |
555.92 |
441.51 |
| Less: Depreciation |
251.76 |
277.95 |
251.76 |
277.95 |
| Profit/ (Loss) before Tax |
(5.52) |
20.35 |
(5.90) |
19.81 |
| Prior Period Taxation Adjustments |
- |
(9.98) |
- |
(19.57) |
| Deferred Tax |
(40.01) |
3.05 |
40.01 |
(3.05) |
| Profit/(Loss) after Tax for the year |
34.49 |
33.38 |
34.11 |
42.43 |
| Other comprehensive income/(loss) |
10.84 |
8.98 |
10.84 |
8.98 |
| Total Comprehensive Income/(Loss) for the year |
45.33 |
42.36 |
44.95 |
51.41 |
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY
The company has registered total Standalone Revenue of Rs 2196.69 Lakhs
in FY 22-23 increased in compared to Rs 1346.32 Lakhs in FY 21-22 due to enrolment of
students during the year under review. Loss before Tax stood at Rs 5.52 lakhs in FY22-23.
Profit after Tax stood at Rs 34.49 Lakhs in FY 22-23, compared to Rs 33.38 Lakhs in FY
21-22.
BUSINESS OVERVIEW:
The Company has established itself as an emerging player in the
Education Services Segment. The Company provides services to Operational Education
Projects 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 year
under review.
DEPOSITS
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules,
2014.
CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the
Company during the year.
The Authorized Share Capital of the Company is Rs 2000 Lakh divided
into 2,00,00,000 (Two Crore) Equity Shares of Rs 10/- each.
The Paid-up & Subscribed Share Capital of the Company is Rs 1760
Lakhs divided into 17,600,000 (One Crore Seventy-Six Lakhs) Equity Shares of Rs 10/- each.
The Annual Return of the Company as on March 31, 2023, in form MGT-7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is available on Companys website at
https://vjtf.com/investor-relations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report are enclosed as a part of
this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Regulation 17 to 27 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as a part of this
Director Report as Annexure No. 3. Certificate from the Secretarial Auditors of the
Company confirming the compliance with the conditions of Corporate Governance as
stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
LISTING
The Companys shares are listed on BSE Limited. The Company has paid
listing fees of Rs 3,54,000/-for the Financial Year 2022-23 to BSE Limited.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. CHANGES IN DIRECTORS
There are no changes in Directorship of the Company in the financial
year 2022-23.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted the requisite
declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing
Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Companys Code of Conduct.
They have further confirmed that they are not aware of any circumstance
or situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties and that they are independent of the management.
In the opinion of the Board, all the independent directors have integrity, expertise and
experience.
2. CHANGES IN KEY MANAGERIAL PERSONNEL
During the Year there were no changes in Key Managerial Personnel.
STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL as on 31/03/2023
| Sr. No. DIN |
Name of Director/Key Managerial Personnel |
Designation |
| 1 00235276 |
Dr. (Mr.) Vinay Jain |
Managing Director |
| 2 01142103 |
Dr. (Mrs.) Raina Vinay Jain |
Whole Time Director |
| 3 06547346 |
Shivratan Santosh Agarwal |
Non- Executive Independent Director |
| 4 06547354 |
Hitesh Gunwantlal Vakharia |
Non- Executive Independent Director |
| 5 07417917 |
Vishal Punjabi |
Non- Executive Independent Director |
| 6 08881097 |
Sourabh Jain |
Non- Executive Independent Director |
| 7 AHPPJ3402M |
Manoj Kumar Jain |
Chief Financial Officer |
| 8 FLPPS1085G |
Shruti Sharma |
Company Secretary & Compliance Officer |
The disclosure in pursuance of Schedule V to the Companies Act, 2013
and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the
Directors is given in the Corporate Governance Report.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company have met six times during the
year on 30/05/2022, 10/08/2022, 06/09/2022, 14/11/2022, 16/01/2023 & 14/02/2023 in
respect of which proper notices were given and proceedings were properly recorded, signed
and maintained in the Minutes Book kept by the Company for the purpose. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Attendance of Directors at Board Meeting in given in corporate governance report.
| Sr. No. Name of Directors |
Designation |
No. of Meeting attended |
| 1 Dr. (Mr.) Vinay Jain |
Managing Director |
6 |
| 2 Dr. (Mrs.) Raina Vinay Jain |
Whole Time Director |
6 |
| 3 Shivratan Santosh Agarwal |
Non- Executive Independent Director |
6 |
| 4 Hitesh Gunwantlal Vakharia |
Non- Executive Independent Director |
6 |
| 5 Vishal Punjabi |
Non- Executive Independent Director |
6 |
| 6 Sourabh Jain |
Non- Executive Independent Director |
6 |
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013
and Regulation 19 of the SEBI Listing Regulations, the annual performance evaluation of
the Board, Board level Committees and individual directors was conducted during the year,
in order to ensure that the Board and Board level Committees are functioning effectively
and demonstrating good governance.
In a separate meeting of Independent Directors, performance was
evaluated on various parameters such as Board composition and structure, the effectiveness
of board processes, effectiveness of flow of information, contributions from each
director.
COMMITTEES OF THE BOARD
The Company has constituted an Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee as per the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed note on the Board and its Committees are provided under the
corporate governance Report Section in this Annual Report. The composition of the
Committees, as per the applicable provisions of the Act and Rules, are as follows:
| Name of the Committee |
Composition of the Committee |
| Audit Committee |
CA Shivratan Santosh Agarwal (Chairman) |
|
Mr. Hitesh Gunwantlal Vakharia |
|
Dr. Vinay Jain |
| Nomination and Remuneration Committee |
CA Shivratan Santosh Agarwal (Chairman) |
|
Mr. Hitesh Gunwantlal Vakharia |
|
Mr. Vishal Punjabi |
| Stakeholder Relationship Committee |
CA Shivratan Santosh Agarwal |
|
Mr. Hitesh Gunwantlal Vakharia (Chairman) |
|
Dr. Raina Vinay Jain |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors Appointment and Remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls includes policies and procedures adopted by
the company for ensuring orderly and efficient conduct of its business, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
information.
The Company has in place a proper and adequate Internal Financial
Control System with reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation was observed. As
regards the qualified opinion of Auditors on Internal Financial Control, it is stated that
the Company is taking constant steps to strengthen its process.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-
i. The percentage increase in Remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
| Directors, Chief Executive Officer, Chief Financial
Officer and Company Secretary |
% increase in remuneration in the
financial year |
| Dr. Vinay Jain, Managing Director |
Nil |
| Dr. Raina Vinay Jain, Whole Time Director |
Nil |
| CA Manoj Jain, Chief Financial Officer |
40% |
| CS Shruti Sharma, Company Secretary |
Nil |
ii. The percentage increase in the median Remuneration of
employees in the financial year: Nil
iii. The number of Permanent Employees on rolls of the Company: 139 as
on 31/03/2023.
iv. Variations in the Market Capitalization of the Company, Price
Earnings Ratio as at the Closing Date of the Current Financial Year and Previous Financial
Year:
| Particulars |
31st March, 2023 |
31st March, 2022 |
| Market Capitalization (Rs In Lakhs) |
11605.44 |
10524.80 |
| Price Earnings Ratio |
364.77 |
248.44 |
v. Increase or Decrease in the Market Price of the Equity Shares of the
Company in comparison to the last year:
The market price of the equity shares was Rs 65.94 on 31st
March, 2023 in comparison to the market price of Rs 59.8 as on 31st March 2022.
vi. Percentage increase / decrease already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase / decrease in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase / decrease in the managerial remuneration:
The average annual increase for the employees salaries of the company
was around 3.92%. However, there was no change in the Managerial Remuneration.
vii. Comparison of each remuneration of the Key Managerial personnel:
| Key Managerial Personnel |
% of Revenue |
| Dr. Vinay Jain, Managing Director |
2.73 |
| Dr. Raina Vinay Jain, Whole Time Director |
2.73 |
| CA Manoj Jain, Chief Financial Officer |
0.74 |
| CS Shruti Sharma, Company Secretary |
0.19 |
viii. The key parameters for any variable component of remuneration
availed by the directors:
There is no variable component of remuneration availed by the directors
during the period under reviewed. Minimum remuneration paid as per Schedule V of the
Companies Act, 2013.
ix. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company. No employee of the company is falling under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DISCLOSURE REQUIREMENTS
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Corporate Governance Report along with Auditors Certificate, CEO/CFO
Certificate and Management Discussion and Analysis are attached herewith, which forms part
of this report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
Policy for determining material subsidiaries of the Company is
available on the website of the Company
(URL:http://www.vjtf.com/investor-relations/policy-for-determining-material-subsidiaries)
Policy on dealing with related party transactions is available on the
website of the Company (URL:
http://www.vjtf.com/investor-relations/related-parties-transaction-policy).
The Company has adopted a Whistle Blower Policy and has established the
necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for
directors and employees to report concerns about unethical behavior. No person has been
denied access to the Chairman of the audit committee. The said policy has been also put up
on the website of the Company at the following link: (URL:
http://www.vjtf.com/investor-relations/whistle-blower-policy).
The Company has adopted a Policy on Determination of Materiality for
Disclosures as per Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (URL: http://www.vjtf.com/investor-relations) and a
Policy for Preservation of Documents as per Regulation 9 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. (URL:
http://www.vjtf.com/investor-relations).
SUBSIDIARY COMPANY
The Company has only one Subsidiary i.e. M/s. VJTF Buildcon Private
Limited (CIN: U45400MH2009PTC197093). There has been no material change in the
nature of the business of the subsidiary.
In compliance with Section 129 of the Companies Act, 2013, a statement
containing requisite details including financial highlights of the operations of all
subsidiaries is annexed to this report in Form AOC-1.
In accordance with Indian Accounting Standard (INDAS) - 110
Consolidated Financial Statements read with Indian Accounting Standard (IND-AS) - 28
Accounting for Investments in Associates, the audited Consolidated Financial Statements
are provided in and forms part of this Annual Report as per (INDAS) format.
In accordance with the provisions of Section 136 of the Companies Act,
2013 and the amendments thereto, read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), the audited financial
statements including the consolidated financial statements and related information of the
Company and audited accounts of the subsidiary are available with the
Company. These documents will also be available for inspection during
business hours at the Registered Office of the Company.
PERFORMANCE AND FINANCIAL POSITION OF THE VJTF BUILDCON PRIVATE LIMITED
(SUBSIDIARY COMPANY)
Statement Containing Salient Features of the Financial Statement of
Subsidiary Company as per the Companies Act, 2013 for the year ended March 31, 2023:
(Rs in Lacs)
| Particulars |
Amount |
| Share capital |
104.95 |
| Reserves & surplus |
3111.34 |
| Total assets |
3219.14 |
| Total Liabilities |
2.85 |
| Investments |
Nil |
| Turnover |
Nil |
| Profit / Loss before taxation |
(0.54) |
| Tax expense |
Nil |
| Profit after taxation |
(0.38) |
| Proposed Dividend |
Nil |
| % of shareholding |
82.42 |
CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of the Company are prepared in
accordance with the relevant Accounting Standard viz. Accounting Standard 21 & Indian
Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India
and forms part of this Annual Report.
STATUTORY AUDITORS
M/s. Nimesh Mehta & Associates, Chartered Accountants (Firm
Registration No. 117425W), be ratified as statutory auditors of the Company, who were
appointed as Statutory Auditor (In the capacity of Partnership Firm) of the Company for a
period of five years from the conclusion of 37th Annual General Meeting till
the conclusion of 42nd Annual General Meeting of the Company.
AUDITORS REPORT
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, 2013
read 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 this
report in Annexure 2. The qualification, reservation, adverse remarks or disclaimer
made by the Secretarial Auditor in its report are self-explanatory. However, Management of
the Company ensures to be more careful and dedicated in all of the compliances henceforth.
iii) Internal Auditor:
M/s. Anil B Jain & Associates, Chartered Accountants, Mumbai
performed the duties of Internal Auditors of the company for the Financial Year 2022-23
and 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, read
with rules framed there under, every Company including its holding or subsidiary and a
foreign company, which fulfills the criteria specified in sub-section (1) of section 135
of 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 in
sub-section (1) of section 135 of the Act, your Company is not required to constitute a
Corporate Social Responsibility Committee.
VIGIL MECHANISM
The Company has adopted a "Whistle Blower" Policy and has
established the necessary vigil mechanism for employees and directors to report concerns
about unethical behavior as per the provisions regarding vigil mechanism as provided in
Section 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 on
http://www.vjtf.com/investor-relations/whistle-blower-policy.
RISK MANAGEMENT POLICY
The company has been addressing various risks impacting the company,
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis. The development and implementation of risk management policy has been
covered in the Management Discussion and Analysis report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The details of loans, guarantees and investments as covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended
as Annexure 1 to the Directors report.
HUMAN RESOURCE DEVELOPMENT
To ensure good human resources management, your company focuses on all
aspects of the employee lifecycle. Over the years, we have strengthened interventions in
nurturing our people and promoting a performance-based culture. Our interventions include
trainings to enhance skills and upgrade knowledge. These interventions help us motivate
our team and achieve organisational excellence. We provide leadership and managerial
development trainings for improved performance of our team. Besides, we have several
curriculum-based learning programmes to impart functional and behavioral skills that help
our people to consistently enhance efficiency. We promote employee friendly HR policies to
help keep the workforce motivated and aligned with the Companys vision.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
During the period under review, no material changes and commitments
have occurred between the end of the financial year and till the date of this report which
would materially affect the financial position of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
During the period under review, there were no significant and material
orders passed by the regulators or courts or tribunals which impact the going concern
status of the Company and its operations in future.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
and 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 EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of Section 134 read with the
Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo, your Directors furnish hereunder the additional
information as required.
A. Conservation of Energy
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy have not been provided considering the nature of
activities undertaken by the Company during the year under review.
B. Technology Absorption
During the year, the Company has not absorbed or imported any
technology.
C. Foreign Exchange Earning and Outgo
There were no foreign Exchange earnings and outgoings during the year
under review.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the
year under review no complaints on sexual harassment was received.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (the Act), in
relation to the Audited Financial Statements for the Financial Year 2022-23, your
Directors confirm that:
a) The Financial Statements of the Company - comprising of the Balance
Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on
that date, have been prepared on a going concern basis following applicable accounting
standards and that no material departures have been made from the same;
b) Accounting policies selected were applied consistently, the
judgments and estimates related to these financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view of the state of affairs of the
Company as on March 31, 2023, and of the Profit & Loss of the Company for the year
ended on that date;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
d) Requisite internal financial controls to be followed by the Company
were laid down and that such internal financial controls are adequate and operating
effectively; and;
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
ACKNOWLEDGEMENT
Your directors wish to express their appreciation for the assistance
and co-operation received from the financial institutions, banks, Government authorities,
vendors and members during the year under review.
Your directors also express their appreciation to all the faculty,
lecturers and employees of VJTF Eduservices Family for their hard work, commitment,
dedicated services and collective contribution.
| By Order of the Board |
|
| For VJTF Eduservices Limited |
|
| Dr. Vinay Jain |
Dr. Raina Jain |
| Managing Director |
Whole Time Director |
| DIN: 00235276 |
DIN: 01142103 |
| Dated: 05/09/2023 |
|
| Place: Mumbai |
|
+91-9892691696
