Vantage Knowledge Academy Ltd Directors Report.

Dear Members,

Your directors have pleasure in presenting the 8th Annual Report of the Company for the year ended 31st March, 2021.

Financial Results

The performance of the Company for the financial year ended 31st March 2021 is summarized as under:

(Amount in Rupees)

S.NO. PARTICULARS 31-03-2021 31-03-2020
1.i Revenue from operations 38,12,972 30,78,339
ii Interest Income 0.00 0.00
iii Other Income 5,23,520 15,26,649
Iv Total Revenue 43,36,492 46,04,988
2. Net profit/(Loss) before depreciation & tax 9,47,246 (17,669)
3. Depreciation 85,758 17,32,264
4. Net Profit/(Loss) before Taxation 8,61,488 (17,49,933)
5. Provision for tax (incl. deferred taxes) 0.00 0.00
6. Profit/(Loss) for the period 6,61,488 (17,49,933)

Review of operations

As can be seen from the financial statements, your Company has incurred total revenue of Rs. 43,36,492- from Education and Publication Business as compared to total revenue of Rs. 46,04,988/- in the previous year. Company has incurred profit of Rs. 6,61,488/- as compare to loss of Rs. 17,49,933/- 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.

COVID-19 pandemic

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the financial wellbeing of nations, corporations and individuals. The assessment of impact of COVID-19 on the operations of the Company forms a part of the Management Discussion and Analysis Report.

Dividend

Your board does not recommend any dividends on equity shares for the year.

Deposits

The Company has not invited any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Your Company was not required to transfer any amount to 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 in place adequate internal financial control and risk mitigation system which are constantly assessed and strengthened. The Internal Auditor periodically reviews the effectiveness of the Internal Financial control. Further, same is reviewed by the Audit committee.

Industrial Relations

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. The Company has taken several initiatives for enhancing employee engagement and satisfaction.

Disclosures under Section 134(3) (L) of the Companies Act, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

Directors and Key Managerial Personnel

Your Board comprises of efficient and able directors who have vast experience in this line of business.

A) Resignations:

Mrs. Karishma Mehta having membership no A61238 resigned from the post of Company Secretary in whole time employment and Compliance Officer of the company w.e.f 15th February 2021.

B) Appointments:

Ms. Janvi Rajesh Dedhia (DIN: 07772712) was regularized from Additional Director to a Director of the company w.e.f 28th November 2020.

C) Declaration by Independent Directors:

The Company has Received 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) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Boards functioning, 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 Board are annexed to this report.

The following persons are the Directors and Key Managerial Personnel of the Company

Ms. Neeta Rajesh Dedhia - Managing Director
Mr. Wilson David Nadar - Independent Director*
Mr. Kiran Bharatkumar Gandhi - Independent Director*
Mrs. Bindi Jayantilal Gada - Independent Director
Ms. Janavi Dedhia - Director
Ms. Janavi Dedhia -CFO

*Mr. Wilson David Nadar and Mr. Kiran Bharatkumar Gandhi retired from their 1st five years tenure from independent directorship on 15.09.2020 and 30.09.2020 respectively.

Share Capital

The paid-up Equity share capital as at March 31, 2020 stood at Rs. 3,35,75,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

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 so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 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 in accordance with the provisions of the Act for safeguarding of 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 are adequate and were operating effectively;

6. The Directors had devised 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 is in compliance 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 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 here under.

SN Particulars Disclosure
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 & development work has been carried out.
3. Foreign Exch. - Nil
Earnings Outgo. - Nil

Particulars of Employees

There are no employees of the category specified in under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Auditors and Audit Report

Pursuant to section 139 of the Act, your Company has appointed M/s J M C & Associates, Chartered Accountants (Firm Regn. No. 133076W/141958) as Auditors of the Company to hold office for the period commencing from the conclusion of the 04th Annual General Meeting on 30th September 2018 until the conclusion of the 9th Annual General Meeting in the year 2022, on a remuneration that will be approved by the Board.

The observations in the Auditors Report have been dealt with in the relevant Notes to Accounts, which are selfexplanatory.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return is given in Annexure "A" in the prescribed Form No. MGT-9 which is a part of this report. The same is available on https://vantagein.co.in/investors-disclosures-under-investors/.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Kushla Rawat & Associates, Company Secretaries in Whole-time Practice (ACS no. 33413, C P No.12566), was appointed to conduct Secretarial Audit for the year ended 31st March, 2021.

M/s Kushla Rawat & Associates, Practicing Company Secretaries has submitted report on the Secretarial Audit which is attached as "Annexure B" and forms a part of this report. There are some qualifications or observations or remarks made by the Secretarial Auditor in the Report.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Boards Report pursuant to 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 C.

Related Party Transactions

During the financial year ended March 31, 2021, no contracts or arrangements 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 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 going 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-compliances 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.

Internal Controls

The Company has an adequate system of internal checks on its day-to-day affairs, which acts as a internal control system commensurate with its size and the nature of its business.

The internal controls system of the Company is monitored and evaluated and reviewed by Management and Audit Committee of the Board of Directors. Auditors observation in confirmation to policy in force has also been received.

Tax provisions

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

Secretarial Standards

The Institute of Company Secretaries of India had 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 is in compliance with the same.

Number of Board Meetings Conducted During the Year under Review

The Company had 6 (Six) Board meetings during the financial year under review. The dates on which the Board meetings were held are June 10, 2020, July 29, 2020, September 10, 2020, November 02, 2020, November 30, 2020 and February 15, 2021.

Associate/Subsidiary/Wholly Owned Subsidiary

During the period under review Company does not have any Associate/subsidiary/wholly owned subsidiary.

Particulars of Loan, Guarantees and Investments by Company

The particulars of loans and advances and investment have been disclosed in the notes to the financial statements.

Corporate Social Responsibility Committee

The Company is not required to constitute a Corporate Social Responsibility Committee due to non-fulfilment 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 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 under 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 on 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 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date, company will comply with 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

The present Composition of Audit Committee consists of the following members:

Ms. Bindi Jayantilal Gada - Chairperson
Mrs. Neeta Rajesh Dedhia - Member
Ms. Janvi Rajesh Dedhia - Member

*Mr. Wilson David Nadar and Mr. Kiran Bharatkumar Gandhi retired from their 1st five years tenure from independent directorship on 15.09.2020 and 30.09.2020 respectively, hence Mrs. Neeta Rajesh Dedhia and Ms. Janavi Rajesh Dedhia appointed as new members of the audit committee till the company fulfils the vacancy of above two independent directors. Audit Committee reconstitutes w.e.f 02nd November 2020 and Ms. Bindi Jayantilal Gada was appointed as Chairperson.

During the year five (5) Audit Committee meetings were held on June 10, 2020, July 29,2020, September 10, 2020, November 30, 2020 and February 15, 2021.

Stakeholders Relationship Committee

The present Composition of Stakeholders Relationship Committee consists of the following members:

Ms. Bindi Jayantilal Gada - Chairperson
Mrs. Neeta Rajesh Dedhia - Member
Ms. Janvi Rajesh Dedhia - Member

*Mr. Wilson David Nadar and Mr. Kiran Bharatkumar Gandhi retired from their 1st five years tenure from independent directorship on 15.09.2020 and 30.09.2020 respectively, hence Mrs. Neeta Rajesh Dedhia and Ms. Janavi Rajesh Dedhia appointed as new members of the Stakeholders Relationship Committee till the company fulfils the vacancy of above two independent directors. Audit Committee reconstitutes w.e.f 02nd November 2020 and Ms. Bindi Jayantilal Gada was appointed as Chairperson.

During the year four (4) Stakeholder Relationship Committee meetings were held on June 10, 2020, July 29,2020, November 30, 2020 and February 15, 2021.

Remuneration Committee

The Composition of Committee consists of the following members:

Ms. Bindi Jayantilal Gada - Chairperson
Mrs. Neeta Rajesh Dedhia - Member
Ms. Janvi Rajesh Dedhia - Member

*Mr. Wilson David Nadar and Mr. Kiran Bharatkumar Gandhi retired from their 1st five years tenure from independent directorship on 15.09.2020 and 30.09.2020 respectively, hence Mrs. Neeta Rajesh Dedhia and Ms. Janavi Rajesh Dedhia appointed as new members of the Stakeholders Relationship Committee till the company fulfils the vacancy of above two independent directors. Audit Committee reconstitutes w.e.f 02nd November 2020 and Ms. Bindi Jayantilal Gada was appointed as Chairperson.

During the year one remuneration committee meeting were held on July 29, 2020.

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 http://www.vantagein.co.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 Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of 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 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 work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

Risk Management Policy of the Company

Pursuant 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 functioning of the company. Risk Management Policy placed on the Companys website at http://www.vantagein.co.in/.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable 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 http://www.vantagein.co.in/.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view 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 pre-clearance 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 in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.

General Disclosures

• 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.

• 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.

• Disclosure Under Section 62(1)(b) of the companies act, 2013

The Company has not issued any equity shares under 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.

• 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 pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 8th 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 8th AGM are sent by permitted mode.

The Company is providing 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 pursuant to 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 Note annexed to the Notice.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

By Order of the Board of Director For Vantage Knowledge Academy Limited

Sd/-

(Neeta Dedhia)

DIN:00969568

Managing Director

Place: Mumbai

Date:19/06/2021