vjtf eduservices ltd share price Directors report


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