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VJTF Eduservices Ltd.

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Feb 25, 13:45
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VJTF Eduservices is not listed on NSE

Annual Report

For Year :
2018 2016 2015 2014 2012 2011 2010 2009 2008

Director’s Report

To the Members of the Company,

The Directors have pleasure in presenting the 33rdAnnual Report on the Business and Operations of your Company with Audited Accounts for the financial year ended on 31st March 2018. The Financial Results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lakhs)

PARTICULARS

Standalone for the year ended 31st March, 2018

Standalone for the Year ended 31st March, 2017

Consolidated for the year ended 31st March, 2018

Consolidated for the Year ended 31st March, 2017

GROSS REVENUE

2,318.21

1,738.46

2310.74

2084.89

PROFIT /(LOSS) BEFORE DEPRECIATION/ AMORTIZATION EXPENSES AND TAXATION

187.73

158.95

178.69

329.78

Less: Depreciation & Amortization Expenses

108.23

52.60

108.23

98.94

PROFIT /(LOSS) FOR THE YEAR BEFORE TAXATION

79.50

106.35

(171.47)

341.24

Less: Provision for Taxation

Current Tax

28.78

1.45

28.78

1.45

Deferred Tax

(43.42)

25.22

(43.42)

25.22

MAT Entitlement

(30.73)

(17.59)

(30.73)

(17.59)

PROFIT/(LOSS) AFTER TAX

135.16

57.67

(115.81)

107.30

Other Comprehensive Income

5.75

46.53

5.75

46.53

Adjustment On Account Of Disposal Of Stake In Subsidiary

59.30

Less: Minority Interest

-

-

(6.16)

(124.66)

Profit /(Loss) of VJTF Infrastructure Private Limited ( Associate)

(241.93)

110.40

Prior Period Taxation Adjustment

(10.29)

39.60

(10.29)

224.86

Add: Brought forward balance from previous year

451.17

346.97

409.19

196.06

Balance Carried to Balance Sheet

592.08

451.17

299.13

409.19

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

On Standalone Basis, the Gross Revenue of the Company for the Financial Year 2017-18 is Rs. 2318.21 lakh as compared to Rs. 1738.46 lakh for the previous Financial Year 2016-17. Earnings before Tax, Depreciation and Amortization is Rs. 187.73 lakh in the Current Financial Year as compared to Rs.158.95 lakh for the previous Financial Year ended 31st March 2017.Profit after Tax for the Current Financial Year is Rs. 135.16 lakh.

On Consolidated Basis, the Gross Revenue for the Financial Year 2017-18 is Rs. 2310.74 lakh as compared to Rs. 2084.89 lakh for the previous financial year ended 31st March 2017.Profitbefore Tax, Depreciation and Amortization isRs.178.69 lakh as compared to Profit before Tax, Depreciation and Amortization of Rs. 329.78 lakh for the previous Financial Year ended 31st March 2017. Loss afterTax for the Current Financial Year is Rs.115.81 lakh

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) Bangur Nagar, Goregaon (West) Mumbai

(2) Udaipur

(3) Bhilwara

(4) Chikoowadi, Goregaon (East) Mumbai DIVIDEND

The directors do not recommend any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

RESERVES

The Directors propose to carry Rs. 592.08lakh being the profit for the current year to the Balance Sheet during the financial year ended 31stMarch, 2018.

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. 200 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 lakh divided into 17,600,000 (One Crore Seventy Six Lakhs) Equity Shares of Rs. 10/- each.

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 Annual Report. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Regulations17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

LISTING

The Company’s shares are listed on BSE Limited. The Company has paid listing fees of Rs. 2.87lakhfor the Financial Year 2017-18 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 2017-18.

2. DECLARATION BY INDEPENDENT DIRECTORS

All of the Independent Directors have given a declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

3. CHANGES IN KEY MANAGERIAL PERSONNEL

There are no changes in the composition of the Key Managerial Personnel.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company have met Nine times during the year on 05/04/2017, 18/05/2017, 03/06/2017, 23/06/2017, 08/08/2017, 14/09/2017, 14/12/2017, 06/02/2018, 05/03/2018 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.

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration, Stakeholder Relationship Committees. The Board of Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s 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

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis, which forms part of this Report.

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, Chief Executive Officer and Managing Director

Nil

Dr. Raina Vinay Jain, Whole Time Director

Nil

CA Manoj Jain, Chief Financial Officer

8%

CS Dayashree Manjayya Shetty, Company Secretary

Nil

ii. The percentage increase in the median Remuneration of employees in the financial year: 10%

iii. The number of Permanent Employees on rolls of the Company: 252

iv. Variations in the Market Capitalization of the Company, Price Earnings Ratio as at the ClosingDate of the Current Financial Year and Previous Financial Year:

Particulars

31stMarch,2018

31stMarch,2017

Market Capitalization

(Rs. In Lakhs)

11193.60

8844.00

Price Earnings Ratio

8961.80

167.50

v. Percentage Increase or Decrease in the Market Quotations of the Equity Shares of the Company in comparison to the rate at which the Company came out with last Public Offer:

Vinay Jain’s Training Forum Private Limited was amalgamated with VJTF Eduservices Ltd on 20th December 2012. As per the Scheme of Amalgamation approved under the Order passed by the Hon’ble High Court of Judicature at Bombay, the pre-amalgamation total equity shares of the Company was 14,00,000 and post- amalgamation total equity shares of the Company was 1,76,00,000. The Company was permitted trading of 1, 76, 00,000 shares on BSE on 6th June 2013.

Thus, after the listing of the new securities, the market price of the equity shares was Rs. 63.60 on 31st March, 2018 in comparison to the market price of Rs. 55.00 as on 31st March 2017.

vi. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase for the employees of the company was around 10%. However there was no increase in the Managerial Remuneration.

vii. Comparison of each remuneration of the Key Managerial personnel against the performance of the Company:

Key Managerial Personnel

% of Revenue

Dr. Vinay Jain, Chief Executive Officer and Managing Director

Nil

Dr. Raina Vinay Jain, Whole Time Director

Nil

CA Manoj Jain, Chief Financial Officer

8%

CS Dayashree Manjayya Shetty, Company Secretary

Nil

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

Minimum remuneration paid as per schedule V of the Companies Act, 2013.

ix. 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.

x. 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 Auditor’s Certificate, CEO/CFO Certificate and Management Discussion and Analysis are attached herewith, which forms part of this report.

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)

SUBSIDIARIES

The Company has only one Subsidiary i.e M/s. VJTF Buildcon Private Limited There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 136 of the Act, Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiary forms part of the Annual Report of the Company. The Company has the following one subsidiary as on 31st March 2018

VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093)

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY VJTF BUILDCON PRIVATE LIMITED

The Net Loss for the year under review amounted to Rs. 35.02lakhas compared to Rs. 0.22lakhin the previous year.

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

The Company via Postal ballot held on 31st July, 2017 appointed M/s J.KALA & ASSOCIATES (Firm Registration No 118769W),Chartered Accountants, as Statutory Auditors of the Company to hold office till the ensuing AGM and has been proposal for re-appointment at the ensuing AGM. However, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM.

AUDITOR’S 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-3. 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 2017-18 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 2 to the Director’s report.

HUMAN RESOURCE DEVELOPMENT

To ensure good human resources management, your company focuses on all aspects of the employee lifecycle. This provides a holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership. The company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

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 Director’s furnish hereunder the additional information as required.

A. Conservation of Energy

Information in accordance with the provisions of Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014 regarding conservation of energy does not apply to your Company.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements as well as hereunder for the year ended 31stMarch, 2018:

Expenditure in Foreign Currency : Rs. 5.76lakh

Foreign Exchange Earnings during the year: NIL DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Director’s 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 and the profit or loss of the Company for the period ended 31st March, 2018;

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

d) that the Directors’ had prepared the annual accounts on a going concern basis ;

e) that the Directors’ have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively; and

f) that the Directors’ had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

There was no case filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and have made necessary policies for safe and secure environment for women employees.

ACKNOWLEDGEMENT

Your Directors’ wishes to place on record its sincere thanks to all its Customers, Suppliers, Bankers and Central & State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board of Directors

For VJTF Eduservices Limited

Place: Mumbai Sd/- Sd/-

Date: 4th September, 2018 Dr. Vinay Jain Dr. Raina Jain

Managing Director Whole Time Director

DIN-00235276 DIN-01142103

Director’s Report