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Global Education

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Directors Report Year End : Mar '18    Mar 17

To

The Members,

Global Education Limited

The Board of Directors of your Company is pleased in presenting the Seventh (07th) Annual Report of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the year 2017-2018 ended 31st March, 2018.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year 2017-2018 ended on 31st March 2018 is summarized below:

Standalone

Consolidated

Particulars

Current Financial

Previous Financial

Current Financial

Year 2017-2018

Year 2016-2017

Year 2017-2018

Revenue from Operation

A. Sale of Traded goods

14,06,91,404

14,68,08,057

14,06,91,404

B. Sale of Services

17,49,38,740

11,46,66,994

17,49,38,740

Other Income

1,98,87,745

66,35,764

1,98,87,745

Total Income

33,55,17,889

26,81,10,735

33,55,17,889

Total Expenditure

21,41,41,400

18,96,23,530

21,41,70,468

(excluding depreciation)

Depreciation and

2,24,19,513

52,40,263

2,24,19,513

amortization expense

Total Expenditure

23,65,60,913

19,48,63,793

23,65,89,981

Profit before Exceptional &

9,89,56,976

7,32,46,942

9,89,27,908

Extra Ordinary Items &Tax

Current Tax

(3,03,47,798)

(2,57,40,629)

(30347798)

Deferred Tax & others

10,18,947

26,31,730

6,46,499

Profit After Tax

6,96,28,125

5,01,38,103

6,92,26,609

Earnings Per Share:

Basic

28.04

26.93

27.88

Diluted

28.04

26.93

27.88

(a) Standalone Financial Highlights

- During the current financial year 2017-2018 ended 31st March 2018, the Company’s total Revenue from operation is Rs. 31,56,30,144/- (Sale of traded goods and Sale of Services) as against of Rs. 26,14,74,971/- (Sale of traded goods and Sale of Services) in the corresponding previous year 2016-2017 ended 31st March 2017.

- Income from other sources is Rs. 1,98,87,745/- as against Rs. 66,35,764/- of the corresponding previous financial year 2016-2017 ended 31st March 2017.

- The Profit aftertax (PAT) forthe fmancialyear 2017-2018 ended 31st March 2018 is Rs. 6,96,28,125/- as against Profit of Rs. 5,01,38,103/- of the corresponding previous fmancialyear 2016-2017 ended 31st March 2017.

- Earnings per share as on 31st March 2018 is Rs. 28.04 vis a vis Rs. 26.93 as on 31st March 2017.

(b) Consolidated Financial Highlights

- During the financial year ending on March 31, 2018 the Company achieved turnover of Rs. 31,56,30,144/- as against Nil during the previous year.

- The ProfitAfterTax (PAT) after transferring the share of profit of Minority Interest for the financial year 2017-18 is Rs. 6,92,26,609/-

- Earnings Per Share as on March 31,2018 is Rs. 27.88/Note:- The Members may please note that Previous Year Figures of Consolidated Financial Statements are not given for comparison; the same being the first year of Consolidation of financial results.

2. SUBSIDIARIES AND ASSOCIATES

During the year under review, the Company has one Wholly Owned Subsidiary and one Associate Company as on March 31,2018. The Company does not have any Joint Venture with any company. The details of subsidiary and Associate are given below:-

(a) RIAAN Eduventures Private Limited

RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972); is a Private Limited Company incorporated on 9th June 2017 with an Authorized Share Capital:Rs.5 Lakhs comprising of 50,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 50,000 Equity Shares of Rs.10/- each, aggregating to Rs.5,00,000/-(Rupees Five Lakhs) Only. The main object of the Company is the business of dealing in Information Technology, Software and Hardware development, IT projects and to carry on business of printers, publishers, DPT operators and such other activities as may be permitted from time to time and in compliance of the Companies Act, 2013.

The Company has 100% equity stake in RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972) and RIAAN Eduventures Private Limited has thus become a wholly owned subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 9th June 2017. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.alobaledu.net.in.

(b) Achievers Educare Private Limited

“Achievers Educare Private Limited” (CIN: U74999MH2017PTC295991); a Private Limited Company incorporated on 9th June 2017 with an Authorized Share Capital:Rs.50 Lakhs comprising of 5,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 5,00,000 Equity Shares of Rs.10/- each, aggregating to Rs.50,00,000/-(Rupees Fifty Lakhs) Only. The main object of the Company is business of carrying the business of printers, publishers, DPT operators and such other activities as may be permitted from time to time and in compliance of the Companies Act, 2013. The Company has 25% equity stake in Achievers Educare Private Limited (CIN: U74999MH2017PTC295991) and Achievers Educare Private Limited has thus become an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 9th June 2017.

The other details like benefits, advantages, etc in monetary terms cannot be worked out at this stage and the same will be disclosed in due course of time through financial results and Annual Reports .During the year under review there were no operations and the Company (Subsidiary and Associate) did not register any income as on 31st March 2018.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S ASSOCIATE & SUBSIDIARY

The Board of Directors of your Company at its meeting held on May 28,2018, approved the Audited Consolidated Financial Statements for the FY 2017-18 which includes financial information of its Associate & Wholly Owned subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2017-18, have been prepared in compliance with applicable Accounting Standards and SEBI (Listing Obligations 8i Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its Associate and Wholly Owned subsidiary, are available on our website www.globaledu.net.in. These documents will also be available for inspection during business hours at our registered office of the Company

3. CHANGES IN SHARE CAPITAL STRUCTURE:

During the financial year 201-2018 under review, the Company has made following changes in the Share Capital of the Company:

a) REDEMPTION OF PREFERENCE SHARE CAPITAL:

The Board of Directors of the Company, in response to request made by the Preference Shareholder holding 100% Preference Shares, at its 65th Board Meeting held on 16th March, 2017 approved the Redemption of 2,50,000 Zero Percent (0%) Redeemable Non-cumulative, Non-convertible, Non- participating Preference Shares of Re. 1/- each aggregating to Rs 2,50,000/- (Rupees Two Lakh Fifty Thousand only) out of the profits for the previous year/s and the same was also approved bythe Shareholders (Members) atthe Extra ordinary General Meeting held on 28th April 2017.

b) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEE STOCK OPTION(S):

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity

c) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year 2017-2018 under review, the issued, subscribed and paid-up Capital of the Company stood at Rs. 2,48,30,000/- (Rupees Two Crore Forty Eight Lakhs Thirty Thousand only) as on 31st March 2018.

4. NATURE OF BUSIN ESS ACTIVITIES AN D CHANGES TH EREOF

During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

5. DIVIDEND

During the Financial Year 2017-2018 under review, the Board of Directors of your Company has at its 70th meeting held on 23rd October, 2017 declared an Interim Dividend @ 25% i.e. Rs. 2.50 (Rupee Two and Paise Fifty Only) per Equity Share of Rs.10/- each fully paid-up for the current financial year 2017-2018 ended 31st March 2018 which was paid to the members, whose names appeared on the Register of Members of the Company on 03rd November, 2017. The total interim dividend payout, including dividend distribution tax (Rs.12,63,701/-) was Rs.74,71,201/-

Your Directors recommended a final dividend @ 25% Le. Rs. 2.50 (Rupees Two and Paise Fifty Only) per Equity Share of Rs.10/- each aggregating to Rs.74,71,201/- including dividend distribution tax of Rs. 12,63,701/- to be appropriated from the profits of the year 2017 - 2018, subject to the approval of the shareholders (members) at the ensuing Seventh (7th) Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

6. TRANSFER TO RESERVES (BALANCE SHEET)

The opening balance as on 01st April 2017 of Reserves 8i Surplus Account stood at Rs. 17,24,53,810/-. After making adjustments and appropriations, the closing balance as on 31st March 2018 of Reserves & Surplus Account stood at Rs. 22,71,39,533/-. The Members are advised to refer the Note No. 04 as given in the financial statements which forms the part of the Annual Report.

7. PUBLIC DEPOSITS

During the Financial Year 2017-2018 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule 8(l)of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes amongst the Directors including the Executive Directors and Key Managerial Personnel during the period are as follows

- CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

1. Shri Rajeev Bhagwat Chand (DIN 03638608), ceased to be Whole Time Director and Chief Financial Officer (Designated Key Managerial Personnel (KMP) of the Company effective 31st December 2017. The Board of Directors would like to record its appreciation for the services rendered by him during his tenure as a Whole Time Director and Chief Financial Officer of the Company.

2. Mr. Sanjay Madhukar Khare (IT PAN No. ACDPK2152J) was appointed as the Chief Financial Officer designated Key Managerial Personnel of the Company effective 08th May, 2018.

In pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), and other applicable provisions and rules of the Companies Act, 2013, the designated Key Managerial Personnel of the Company as on date are as follows:

1) Mr. Aditya Bhandari (DIN: 07637316) : Whole Time Director

2) Mr.Sanjay Khare (IT PAN No. ACDPK2152J): Chief Financial Officer

3) Ms. Preeti Pacheriwala (IT PAN BASPP9707N): Company Secretary & Compliance Officer

- CHANGES AMONSGTTHE INDEPENDENT/NON INDEPENDENT DIRECTORS:

1. Mr. Gururaj Karajagi (DIN 01330419) has been appointed as an Additional Director (Category: Non-executive, Independent) of the Company effective 17th August 2017.

2. Mr. Gururaj Karajagi (DIN 01330419) was appointed as an Additional Director (Category: Non executive & Independent) effective 17th August 2017. Considering his active participation in the ongoing day to day affairs of the Company; it was prudent to change his category to, Additional Director (Category: Non executive & Non -Independent) at the meeting of the Board of Directors held on 23rd October 2017.By virtue of provisions of Section 161 of Companies Act, 2013, his term expires at the ensuing Seventh (07th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) Annual General Meeting of the Company. Mr. Gururaj Karajagi, if appointed as a Director, shall be liable to retire by rotation.

- DIRECTOR-RETIREMENT BY ROTATION

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014(asamended),Mr.AdityaBhandari(DIN07637316), Whole Time Director retires by rotation and being eligible, offers himself for re-appointment.

The Board of Directors of the Company recommends the appointment of Mr. Aditya Bhandari (DIN 07637316),, Whole Time Director to the Shareholders for their consideration at the Seventh (07th) Annual General Meeting. The brief resume and other details relating to Mr. Aditya Bhandari (DIN 07637316), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

- PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL

1. Mr. Gururaj Karajagi (DIN 01330419) was appointed as an Additional Director (Category: Non executive & Independent) effective 17th August 2017. Considering his active participation in the ongoing day to day affairs of the Company; it was prudent to change his category to, Additional Director (Category: Non executive & Non -Independent) at the meeting of the Board of Directors held on 23rd October 2017. In accordance with the provisions of Section 161 of Companies Act, 2013, his term expires at the ensuing Seventh (7th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) AnnualGeneral Meeting of the Company. Mr. Gururaj Karajagi , if appointed as a Director, shall be liable to retire by rotation. The brief resume and other details relating to Mr. Gururaj Karajagi (DIN 01330419), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

2. Ms. Mallika Bajaj (DIN 06382457) was appointed as an Independent Director on the Board of Directors of the Company in the Sixth (6th) Annual General Meeting of the Company held in financial year 2016-2017 to hold office for a period of 1 (One) year effective from Sixth (6th) Annual General Meeting for the financial year 2016-2017 up to the conclusion of Seventh (7th) Annual General Meeting to be held for the financial year 2017-2018.. Her term expires at the ensuing Seventh (7th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) Annual General Meeting of the Company. Ms. Mallika Bajaj, if appointed as an Independent Director shall not be liable to retire by rotation.

The brief resume and other details relating to Ms. Mallika Bajaj (DIN 06382457) and Mr. Gururaj Karajagi (DIN 01330419).,as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

The composition of the Board of Directors as on 31st March, 2018 is as follows:

1) Mr.VijaySingh Bapna(DIN02599024):Director(Non-executive, Independent)

2) Mr. Aditya Bhandari (DIN 07637316)):WholeTime Director

3) Mr. Gururaj Karajagi (DIN 01330419):Director (Non-executive, Non- Independent)

4) Ms. Premlata Shantilal Daga (DIN 07637313):Director(Non-executive, Independent)

5) Ms. Mallika Bajaj (DIN 06382457):Director (Non-executive, Independent)

6) Ms. PreetiPacheriwala(ITPAN: BASPP9707N):Company Secretary 8i Compliance Officer

DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the financial year 2017-2018 under review, a meeting of the Independent Directors of the Company which was duly convened, held and conducted without the participation of Executive Directors of the Company, on 17th February, 2018.

- DISQUALIFICATIONS OF DIRECTORS:

During the fmancialyear 2016-2017 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and confirmed that, none of the Directors of your Company is disqualified to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. MEETINGS OF BOARD OF DIRECTORS

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and/or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. BOARD EVALUATION

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to g i v e a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records i n accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and t h a t such systems were adequate and operating effectively.

12. COMMITTEE OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations, the Board has constituted the following Committee(s), namely:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Committee of Board of Directors

The detailed disclosure about all the Committees of the Board of Directors is provided in the Report on Corporate Governance which forms part of this Annual Report as “Annexu re D”.

13. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The detailed disclosure of the Vigil Mechanism policy are made available on the Company’s website www.alobaledu.net.in and have also been provided in the Corporate Governance Report forming part of this Report.

14. RISK MANAGEMENT

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention oftalentand expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

15. AUDITORS AND THEIR REPORT

I. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 read with the Rules made there under, the Audit Committee of the Company, at its meeting held on 27th March 2017 amongst others, has finalised the name of M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company for a term of two (2) years to hold the office of the Statutory Auditors of the Company for the financial year 2016- 2017 and 2017-2018, subject to ratification by the Members at the ensuing Sixth (6th) Annual General Meeting, at such remuneration as agreed between the Board and the said Auditors, plus applicable taxes (as applicable) and out of the pocket expenses, if any, incurred in connection with the Audit of Financial Statements of the Company. The first term of the appointment of current Statutory Auditors - M/s. S. S. Kothari Mehta 8t Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) expires at the conclusion of this Seventh (07th) Annual General Meeting of the Company. The Members have been requested to appoint M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company for a Second term of 2 (Two) Years from the conclusion of Seventh (07th) Annual General Meeting held for the financial year 2017-2018 until the conclusion of Ninth (09th) Annual General Meeting of the Company to be held for the financial year 2019-2020.

M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, Statutory Auditors have confirmed that the re-appointment if made would be within the limits specified under Section 141(3)(g) of the Act and it is not disqualified to be re-appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and regulations made there under.

The Auditor’s Report submitted by M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company to the shareholders for the financial year 20172018 ended 31st March, 2018 does not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

During the financial year 2017-2018 under review:

a) There is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2017-2018 under review including the affairs of the Company are self explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

II. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended 31 March, 2018 in Form MR-3 is attached as “Annexure -A” and forms a part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2018 - 2019.

III. COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

IV. INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Company has appointed Internal Auditors to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company’s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

16. PERSONNEL/PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for thefinancialyear:

Name of the Director

Designation

#Ratio to median remuneration

Mr. Rajeev Bhagwat Chand

Whole Time Director & CFO

7.82:1

Mr. Aditya Bhandari

Whole Time Director

5.58:1

# Mr. Rajeev Bhagwat Chand ceased to be Whole Time Director & CFO of the Company effective 31st December, 2017.

b. The percentage increase in remuneration of each director,, Chief Financial Officer, Company Secretary in the financialyear:

Name of the Directors & KMPs other than Directors

Designation

% Increase in remuneration in the financial year 2017 -18

Mr. Rajeev Bhagwat Chand

Whole Time Director & CFO

40%

Mr. Aditya Bhandari

Whole Time Director

Financial Year 2017-2018; being the first year of association of Mr. Aditya Bhandari as Whole Time Director with the Company. Therefore, the question of increase in remuneration does not arise.

Ms. Preeti Pacheriwala

Company Secretary & Compliance Officer

Financial Year 2017-2018; being the first year of association of Ms. Preeti Pacheriwala as Company Secretary & Compliance Officer with the Company. Therefore, the question of increase in remuneration does not arise.

c. The percentage increase in the median remuneration of employees in the financial year: 0.56%

d. The Median Remuneration of employees (MRE) excluding Whole Time Directors was Rs. 17,900/- and Rs. 17,800/- in fiscal 2018 and fiscal 2017 respectively. The increase in MRE excluding Whole Time Directors in fiscal 2018 as compared to fiscal 2017 is 0.56%.

e. The number of permanent employees on the rolls of Company as on 31st March 2018 : 131 employees The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase between 5% to 15%. The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company. Further, the criteria for remuneration of non-managerial personnel is based on an internal evaluation of key performance areas (KPAs), while the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination and Remuneration Committee and approved by the board of directors.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars

Amount (Rs) in Crores

Aggregate remuneration of key managerial personnel (KMP) in FY 2017-18

0.246

Revenue f in Rupees)

31.56

Remuneration of KMPs (as % of revenue)

0.78%

Profit before Tax (PBT) (‘ in Rupees)

9.89

Remuneration of KMP (as % of PBT)

2.487%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

31st March 2018

Market Capitalisation (Rs. in Crores)

42.211

Price Earnings Ratio

6.06%

The closing price of the Company’s equity shares on NSEe-MERGE (SME Emerge Platform) as on 31st March 2018 was Rs.170/-.

h. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable as no variable component of remuneration availed by the directors.

i. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

j. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

k. Information as per Section 197 of the Companies Act, 2013 (“the Act”) and Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the members at the Registered Office of the Company during business hours on any working day up to the date of the ensuing Annual General Meeting. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary at the registered office of the Company.

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company.

17. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9 as “Annexure - B” attached to this report, which forms an integral part of this report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2017-2018 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under except advances which were granted to body corporates [Not related to the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives as a Related Party as defined under Section 2(76) of the Companies Act, 2013]. The Members are requested to refer the Note/s to the financial statements which forms the part of the Annual Report for detailed information.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2017-2018, there were no transactions / contracts / arrangements have been entered into by or with any of the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives except Payment of Managerial Remuneration to the Executive (Whole-time) Director/s of the Company.

Accordingly, the detailed information for the transactions with the Key Managerial Personnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are provided in “Annexure - C” in prescribed Form No. AOC-2 and the same forms part of this Annual Report.

20. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2017-2018 ended 31st March 2018.

21. CORPORATE GOVERNANCE

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices through voluntary adoption, the Company has decided to adopt and disseminate voluntary disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of corporate governance.

Accordingly, a voluntary disclosure i. e. the report on Corporate Governance as stipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as ‘Annexure - D’ and forms a part of this report.

As such, the Members may note that any omission of any corporate governance provisions shall not be construed as non compliance of the above mentioned regulations.

22. MANAGEMENT S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Illiteracy and poverty are some of the most critical problems that our country has been facing for years. One of the most effective solutions to solve these is education, but a great margin of people cannot afford to get them self educated. In such a situation, scholarship is that one thing which can not only provide people a financial aid to move on the path of education but also encourage them to choose that path.

This scholarship is provided every year on Pan India Level and applications are to be invited irrespective of any reservations. It has a very simple eligibility criteria and procedure to apply. The main emphasis is on being the students who are deprived and deserving.

The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure - E” forming part of this Report.

24. LISTING OF SHARES

The Equity shares of the Company continued to be listed with and actively traded on The National Stock Exchange of India Limited (NSE) EMERGE [SME Platform], The listing fees for the fmancialyear 2017-2018 has been paid to the Stock Exchange on 13th April, 2018.

25. SECRETARIAL STANDARDS

During the financial year 2017-2018 under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the ‘Annexure - F’ attached to this report, which forms an integral part of this report.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF T H E COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2017-2018 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the financial year 2017-2018 under review, no significant and material orders is passed by any of the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

29. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES/POLICIES

Your Directors are pleased to report that your Company has complied with the:

1. Code of Business Principles and Conduct;

2. Code of Prevention of Insider Trading in Global securities by the designated persons (insider) (as amended from time to time);

3. Code for Vigil Mechanism - Whistle Blower Policy;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

7. Policy for determining of ‘material’ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

8. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

9. Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015). The aforesaid code(s) and policy(ies) are posted and available on the Company’s website www.alobaledu.net.in.

30. MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs/Teacher training workshops to upgrade skills of managers/ Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company’s growth and sustainability in the future.

ii) SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Global Education Limited (“the Company”) has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at w o r k place, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2017-18, the Company has not received any complaint of sexual harassment. The Certificate by Chairman & Whole Time Director of the Company to that effect is enclosed herewith as an ‘Annexure-G’ and forms part of this report.

Ill) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments. Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iv) CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman 8i Whole Time Director affirming compliance for the Financial Year 2017-18, with the Company’s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report.

v) OTHER DISCLOSURES:

The details regarding Board and its Committee meetings. Declaration by Independent Directors, Remuneration policy for Directors and KMP’s, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided underthe Corporate Governance Report, which forms part and parcel of the Board’s Report.

ENCLOSURES

a) Annex-A: Secretarial Auditors Report in Form No. MR- 3;

b) Annex- B: Extract of Annual Return as of 31st March, 2018 in the prescribed Form No. MGT-9;

c) Annex-C: Form AOC-2;

d) Annex- D :Report on Corporate Governance; and

e) Annex - E: Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details

f) Annex- F: Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

g) Annex-G: Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

31. ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a remarkable growth and is determined to poise a rapid and excellent growth in the years to come.

For and on behalf of the Board

VIJAY SINGH BAPNA ADITYA BH AN DARI

CHAIRMAN WHOLE TIME DIRECTOR

DIN: 02599024 DIN: 07637316

Address: 1801, 18th Floor, Sumer Address: Flat No. A/502, 5th Floor, Shri Mohini

Trinity Tower 1, Raj Apartment, Khare Town, Dharampeth,

New Prabhadevi Road Mumbai Nagpur 440010, Maharashtra, India

400025 Maharashtra, India

Place: Nagpur

Date : 28 May 2018

Source : Dion Global Solutions Limited
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