Virtual Global Education Ltd Directors Report.

To

The Members,

Your Directors present you the 24ti Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2017.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March

31, 2017 are as follows:

Financial Highlights:

Amt in (Rs.)

Particulars 2016-17 2015-16
Total Revenue 375,625,435 363,422,763
Total Expense 341,596,890 329,572,411
Profit Before Tax 34,028,545 33,850,352
Less: Taxation
Current Tax 12,255,075 10,860,084
Deferred Tax 657,107 34,853
Profit After Tax 22,430,577 23,025,121

2. RESULTS OF OPERATIONS

The total revenue of your Company for the 2016-17 is Rs. 37, 56, 25, 435/- as against Rs. 3, 63,422,763/- in the previous year. The Net Pro t before tax stood at Rs. 3, 40, 28, 545/- as against Rs. 3, 38, 50, 352/- in the previous year. The Pro t a er Tax is Rs. 2, 24, 30,577/- as against Rs. 2, 30, 25,121/- in the previous year.

3. DIVIDEND

Due to future financial requirements, pro t has been deployed back to the Reserve & Surplus, and the

Directors have not recommended any dividend for the period ended March 31, 2017.

4. CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENT

Dr. Kunal Banerji were appointed as Additional Non-Executive, Independent Director w.e.f 07th March, 2017 who hold office upto the date of ensuing Annual General meeting of company and being eligible to o er their candidature for appointment as directors. Apart from this, there are no material changes and commitments accecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FIFINANCIAL YEAR ENDED MARCH 31, 2017.

Ms. Rachna Singh was appointed as a Company Secretary of the company w.e.f. 24th September, 2016 in place of Ms. Neha Bhasin, who resigned from the post of Company Secretary w.e.f 26th August, 2016

Dr. Kunal Banerji appointed as Independent Director w.e.f. 07th March, 2017 subject to shareholders approval at the ensuing Annual General Meeting.

Dr. Rahul Misra resigned from the post of Independent Director w.e.f. 30th May, 2017.

The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integral part of this report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. 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 SEBI (Listing Obligations & Disclosure Requirements), Regulation, 2015,

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 Commiuee 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

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2016-2017, 4 (Four) meetings of the Board of Directors were held:

1.April 30, 2016 3.October 17, 2016
2.July 18, 2016 4.February 14, 2017

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby con rm that:

? In the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

? They 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 a airs of the company as at 31st March, 2017 and of the pro t and loss of the company for that period;

? They have taken proper and suficient 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 irregularioes;

? They have prepared the annual accounts on a going concern basis;

? They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating e ectively; and

? They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

12. STATUTORY AUDITOR

M/s AMRG & Associates. Chartered Accountants, (Firm Registration No. 004453N) who were appointed as a Statutory Auditor of the Company in Annual General Meeting held on 24th August, 2016 i.e., from 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting of the company held therea er is due for ratification at the forthcoming Annual General Meeting of the Company.

Further, the ratification in respect with the appointment of M/s AMRG & Associates., Chartered Accountants as the Statutory Auditors of the company is proposed for the ratification of shareholders in the Notice of 24th Annual General Meeting of the Company.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Rajni Miglani, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2016-2017. The Report of Secretarial Auditor (Form MR-3) for the FY 2016-2017 is annexed to the report as Annexure-3.

14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors

or by the Practicing Company Secretary in their respective reports.

15. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Commiuee 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 CommiZee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

16. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impac ng the

going concern status and Companys operations in future.

17. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FIFINANCIAL CONTROLS WITH REFERENCE TO THE

FIFINANCIAL 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 Commiuee. 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.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitied their disclosures to the Board that they ful ll all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of Listing Agreement) so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF 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 atiributes, independence of a director and other matiers as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013.

(Annexure-4)

20. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Commiuees and individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain con dential and shall be a constructive mechanism to improve the e ectiveness of the Board/ Commiuee.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility inivatives as

the said provisions are not applicable.

22. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)

Audit Committee

The Audit Committee consists of the following members a. Dr Kanhaiya Tripathi b. Mr. Neeraj Kaushik c. Dr. Piyush Gupta

The powers, role and terms of reference of the Audit Commitiee covers the areas as contemplated under Regulation 18 and part C of Schedule II of SEBI (Lis ng Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other functions as may be speci cally delegated to the Committee by the Board from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following members as on date a. Dr. Kanhaiya Tripathi b. Ms. Nidhi Madura c. Dr. Kunal Banerji

The powers, 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 Requirements) 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 a. Dr. Kanhaiya Tripathi b. Mr. Neeraj Kaushik c. Dr. Kunal Banerji

The Committee, inter-alia, reviews issue of duplicate certi cates and oversees and reviews all matiers connected with the Companys transfers of securities. It looks into redressal of shareholders/ investors complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be speci cally delegated to the Committee by the Board from time to time.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism/ Whistle Blower Policy and overseas through the commitiee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against vic]mization 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.vgel.co.in

24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES

(APPOINTMENT AND 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.

25. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees

26. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2016-17 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

Since the Company do not involve in any manufacturing or processing activi es, the particulars as required under section 134(3)(m) of the Act 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 2016-2017.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis relating to business and economic

environment surrounding your company is enclosed as a part of the Annual Report.

29. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnt have any subsidiary, joint venture or associate Company.

30. CORPORATE GOVERANCE

Your Company is commitied 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 financial performance or products and services but on a companys structure, its Board of Directors, its policies and guidelines, its culture and the behavior 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 bylaws 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 to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A requisite certi cate from Ms. Rajni Miglani, 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 atiached to the Corporate Governance Report.

31. LISTING OF SHARES

Your Companys shares are listed and are being traded on the BSE Limited.

32. NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the financial institu ons and /or banks during the period under review.

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may a ect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of quali ed and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribu]on made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institu ons, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competi ve market, therefore company seeks this support in future too.

For and on behalf of the Board
Virtual Global Education Limited
Date : 15th July, 2017 Girraj Kishore Varshney Neeraj Kaushik
Place : New Delhi Managing Director Executive Director
DIN: 07151639 DIN: 02462310