Virgo Global Ltd Directors Report.

To

The Members

Virgo Global Limited

Your Directors have pleasure in presenting the 20th Annual Report with Audited Statements of Accounts for the year ended 31st March 2018.

FINANCIAL RESULTS:

(Amt. in Rs)

Particulars 2017-2018 2016-2017
Income from Operations 6,93,66,500 1,26,53,733
Other Income 2,82,981 2,67,742
Total Income 6,96,49,481 1,29,21,475
Expenses other than Depreciation 6,95,44,493 1,28,26,276
Profit before depreciation and Tax 1,04,988 95,199
Depreciation - -
Profit/Loss before Tax 104988 95199
Provision for Tax 27034 28436
Profif/Loss after Tax 77954 66763

PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 693.67 lakhs and the profit of Rs. 0.77 Lakhs against the turnover of Rs. 126.53 lakhs and profit of Rs. 0.66 Lakhs in the previous financial year ending 31.03.2017. Due to the increasing labor and material costs, the company has incurred huge operating costs. With a tough competition in the market, it is difficult for the company to increase its turnover.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

DIVIDEND:

The company would not be able to declare dividends for this financial year as there are no sufficient profits available. The company would like to retain the available profits for the future course of business activities.

TRANSFER TO RESERVES:

During the year under review, the company has transferred the current year profit to the Profit and Loss Account. Apart from that, there were no other amounts transferred to the reserves.

DIRECTORS:

During the year under review, Ms. Sakshi Mathur, resigned from the position of Company Secretary & Compliance officer with effect from 13th July,2017.

Mr. Praveen Jain Kumar (DIN: 07781872) had been appointed as Additional Director of the Company on 30th May,2018, who holds office till the ensuing Annual General Meeting. Taking into consideration his experience and capabilities, the company felt the need to appoint him as Whole time Director of the Company. Your Directors recommend his appointment as Whole-Time Director of the Company.

Apart from that, there were no other changes in the Directors or Key managerial personnel of the Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mrs. N. Vasundhara Mani (DIN:01793358),retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MEETINGS:

During the year under review, the meeting of Board of Directors was held Eight (8) times and the meeting of Audit Committee was held Four(4) times. The meetings held was within the time gap as per the provisions of the Companies Act,2013.

The dates of the meeting, attendance of the directors and other information pertaining to the meeting are given in the Corporate Governance report annexed to this report.

BOARD EVALUATION:

Pursuant to Section 178(2) of Companies Act,2013 the Nomination and Remuneration Committee has evaluated the performance of individual directors in its duly convened meeting .Pusuant to Section 134 (3) (p) of the Companies Act,2013 and Regulation 4(2)(f)(ii) (9) of SEBI (LODR) the Board carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its audit /Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance report.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 161 OF SECTION 149 OF THE COMPANIES ACT.2013

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.

REMUNERATION POLICY

The board has on recommendations of Nomination & Remuneration committee framed a policy for selection and appointment of directors ,senior management and their remuneration. Remuneration policy is stated in corporate Governance Report.

AUDITORS:

M/s. M M Reddy & Co; Charted Accountants, Statutory Auditors of the Company were appointed at 16th Annual General Meeting of the Company to hold office from the conclusion of that meeting till the conclusion of 21st Annual General Meeting of the company subject to the ratification by shareholders at every consecutive meeting. However, the Auditors have expressed their unwillingness to continue as Statutory Auditors due to their pre-occupations with other assignments and inability to devote time to the affairs of our company.

The Company has received consent and willingness from M/s. Sharad Chandra Toshniwal & Co (FRN:015888S), Chartered Accountants to act as Statutory Auditors of the Company. Taking into account the experience and expertise of the statutory auditor, your Directors recommend the appointment of M/s. Sharad Chandra Toshniwal & Co, Chartered Accountants as Statutory Auditors, who shall be holding office from the conclusion of this meeting till the conclusion of the 25th Annual General Meeting.

AUDITORS REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules,2014, an extract of annual return in MGT-9 is attached as a Annexure-1 part of this Annual Report.

SECRETARIAL AUDIT:

The Board has appointed M/s. VCSR & Associates as Secretarial Auditors of the of the Company for the financial year ended 31st March,2018 in compliance with the provisions of section 204 of the Companies Act, 2013,

The report of the Secretarial Audit provided by M/s. VCSR & Associates in form MR-3 is enclosed as Annexure-II to this report.

Reply to the Qualification for the observation made by the Secretarial Auditor: The Company is looking out for the best candidates who are suitable having the caliber to occupy the positions of key managerial personnels.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the internal auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act,2013, a vigil mechanism for directors and employees to report genuine concerns have been established. The Company has adopted a policy on Vigil Mechanism and the same was hosted on the website of the Company at www.virgoglobalmedia.com .

RISK MANAGEMENT POLICY:

Pursuant to Section 134(3) (n) of the Companies Act, 2013 & SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of this Boards report.

DISCLOSURE UNDER SECTION 134131111 OF THE COMPANIES ACT,2013:

No material changes and commitments which could affect the Companys financial position have occurred between the ends of the financial year of the company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THECOMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

RELATED PARTY TRANSACTIONS:

During the year under review, there were no related party transactions and hence the provisions related to related party transactions are not applicable for the company.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review.

CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES:

As the company is not doing well from the last couple of years, the rules in connection with spending of money on specified projects under corporate social responsibility rules as envisaged under section 135 of the Companies Act, 2013 are not applicable to the Company. As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has been employing about 5 women employees in the Company. The Company has in place an sexual harassment policy& committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipments NIL

B. Technology Absorption:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial Year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

LISTING:

The equity shares of your company are listed on BSE Limited. The company confirms that it has paid Annual Listing Lees due to BSE for the financial year 2017-2018.

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs.13,00,00,000/- divided into 1,30,00,000 equity shares of 4/- each. The Paid up share capital of the Company is Rs. 4,20,17,200/- divided in to 1,05,04,300 equity shares of Rs. 4/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes and commitments affecting financial position of the Company between 31st March,2018 and the date of Boards report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review and date of the Boards report, there was no change in the nature of business.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had 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 at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

RATIO OF REMUNERATION TO EACH DIRECTOR:

There is no remuneration withdrawn by the Directors of the Company. Hence, the provisions of Section 197(12) of the Companies Act,2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules,2014 are not applicable for the Company and no disclosure is required to be made.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employees Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A

Buy Back of shares: N.A

Disclosure about revision: N.A

Change of Name: N.A

Preferential Allotment of Share: N.A

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on Behalf of the Board

Virgo Global Limited

(Formerly Known as Virgo Global Media Limited)

Sd/- Sd/-
Place: Hyderabad N.Vasundhara Mani Praveen Jain Kumar
Date: 03.07.2018 Director Director
(DIN: 01793358) (DIN:07781872)