DIRECTORS' REPORT To the Members of the Company, Your Directors have pleasure in presenting the 30th Annual Report on the Business and Operations of your Company with Audited Accounts for the financial year ended on 31st March 2015. The Financial Results of the Company are summarized below: FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY On Standalone Basis, the Gross Revenue of the Company for the Financial Year 2014-15 is Rs. 16,17,62,460/- as compared to Rs. 16,69,96,335/- for the previous Financial Year (Eighteen Months period ended 31st March, 2014). Earnings Before Tax, Depreciation and Amortization is Rs. 1,092,489/- in the Current Financial Year as compared to Rs. 1,82,92,764/- for the previous Financial Year (Eighteen Months period ended 31st March, 2014). Loss After Tax for the Current Financial Year is Rs. 99,28,788/- . On Consolidated Basis, the Gross Revenue for the Financial Year 2014-15 is Rs. 17,73,25,300/- as compared to Rs. 18,39,96,218/- for the previous financial year (Eighteen Months period ended on 31st March, 2014). Loss Before Tax, Depreciation and Amortization is Rs. 51,73,726/- as compared to Profit Before Tax, Depreciation and Amortization of Rs. 2,96,99,020/- for the previous Financial Year (Eighteen Months period ended on 31st March, 2014). Loss After Tax for the Current Financial Year is Rs. 2,04,74,584 /- 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) Ramchandra Lane, Malad (West), Mumbai, (2) Bangur Nagar, Goregaon (West), Mumbai, (3) Pawan Baug, Malad (West), Mumbai and (4) Udaipur and has also invested in upcoming Education Project at Devidas Lane, Borivali (West), Mumbai through its subsidiary. With New Projects at Bangur Nagar and Pawan Baug coming into Operations, your Company will mark a strong presence of "Witty Brand" in up-market of Mumbai. Revenues are expected to increase multifold once all the above New Education Projects are fully operational. The Company also provides required auxiliary / support services to other companies in the Education Sector and future prospects of the Company looks promising. DIVIDEND Since the Company is making Losses, therefore with a view to provide a cushion for any financial contingencies in future and to strengthen the financial position of the Company, your Directors have decided not to 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 there under. RESERVES During the year under review, no amount was transferred to Reserves. 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. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company is Rs. 17,60,00,000/- (Rupees Seventeen Crores Sixty Lakhs only) divided into 1,76,00,000 (One Crore Seventy Six Lakhs) Equity Shares of Rs. 10/- each. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report is 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 Clause 49 of the Listing Agreement. 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 Clause 49 of the Listing Agreement is included as a part of this report. LISTING The Company's shares are listed on BSE Limited. The Company has paid listing fees for the Financial Year 2015-16 to BSE Limited. DIRECTORS AND KEY MANAGERIAL PERSONNEL 1. CHANGES IN DIRECTORS Mr. Hitesh Gunwantlal Vakharia and CA Shivratan Santosh Agarwal, appointed as the Additional Directors of the Company to hold office till AGM 2014, were appointed as Directors of the Company. Mr. Hitesh Gunwantlal Vakharia, Mr. Anil Prakash Chabbra and CA Shivratan Santosh Agarwal were appointed as Independent Directors, not liable to retire by rotation, for a term of 5 years as per the requirement of the Section 149 of the Companies Act, 2013. 2. DECLARATION BY INDEPENDENT DIRECTORS Mr. Anil Prakash Chhabra, Mr. Hitesh Gunwantlal Vakharia and CA Shivratan Santosh Agarwal, 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 Clause 49 of the Listing Agreement 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 Pursuant to the provisions of Section 203 of the Companies Act, 2013 relating to the appointment of Key Managerial Personnel, which came into effect from April 1, 2014, CA Manoj Kumar Jain was appointed as Chief Financial Officer of the Company w.e.f. 30th September 2014 and CS Dayashree Manjayya Shetty, was appointed as Company Secretary and Compliance Officer w.e.f 30th September 2014 of the Company. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors of the Company have met nine times during the year on 25/04/2014, 30/05/2014, 14/08/2014, 05/09/2014, 30/09/2014, 13/10/2014, 15/11/2014, 12/02/2015 and 27/03/2015 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, Stakeholder Relationship Committee and Risk Management Committee as per the provisions of the Companies Act, 2013 and Listing Agreement. A detailed note on the Board and its Committees are provided under the Corporate governance Report Section in this Annual Report.: BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 as well as the Risk Management Committees. The Board of Directors expressed their satisfaction with the evaluation process. POLICY ON DIRECTOR'S 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 REQUIREMENTS As per Clause 49 of the listing agreement entered into with the Stock Exchange, 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 formulated and published its "Whistle Blower Policy" to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: <http://www.vjtf.com/investor->relations/whistle-blower-policy). SUBSIDIARIES The Company has three subsidiaries as on March 31, 2015. There has been no material change in the nature of the business of the subsidiaries. At the end of the financial year under review, none of the Companies have become or ceased to be subsidiaries, joint ventures or associate companies. 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 subsidiaries forms part of the Annual Report of the Company. The Company has the following three subsidiaries- 1) VJTF Infrastructure Private Limited (CIN: U45202MH2008PTC186598) 2) VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093) 3) Rishi Reality Leasing Services Private Limited (CIN: U70102MH2007PTC171382) PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES 1) VJTF INFRASTRUCTURE PRIVATE LIMITED The Net Loss for the year under review amounted to Rs 71,308/- in the current year as compared to Rs 15,736/- in the previous year. 2) VJTF BUILDCON PRIVATE LIMITED The Net Loss for the year under review amounted to Rs 16,750/- in the current year as compared to Rs 16,138/- in the previous year. 3) RISHI REALITY LEASING SERVICES PRIVATE LIMITED The Revenue of the Company is Rs. 1,55,62,840/- as compared to Rs. 1,50,29,188/- in the previous year. Net Loss for the year under review is Rs. 86,83,519/- in the current financial year as compared to Rs. 54,98,396/- in the previous financial year. CONSOLIDATED ACCOUNTS The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standard viz. Accounting Standard 21 issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. STATUTORY AUDITORS The Company in its 29thAnnual General Meeting (AGM) held on 30/09/2014 appointed M/s J KALA & ASSOCIATES (Firm Registration No. 118769W), Chartered Accountants, as its Statutory Auditors to hold office for the period of four consecutive years from the conclusion of the 29th AGM until the conclusion of the fifth consecutive AGM. However, their terms of Appointment and Remuneration shall be ratified by the Members of the Company in the ensuing AGM. AUDITORS' REPORT i) Statutory Auditors: Statutory Auditor's 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 - Ms. Poonam Somani, 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 2014-15 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 Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for 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. Page 22 of 119 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 There have been no materially significant related party transactions between the Company and the Directors, Management, Subsidiaries or Relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the 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 Directors 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 31st March, 2015: Expenditure in Foreign Currency : Rs. 22,23,837/- Foreign Exchange Earnings during the year: NIL DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(5) of the Companies Act, 1956, 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 Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2015; 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. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in Form MGT-9 is annexed as ANNEXURE -1 and forms part of this report. 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 (Formerly known as Artheon Finance Limited) Sd/- Dr. Vinay Jain Managing Director DIN-00235276 Sd/- Dr. Raina Vinay Jain Whole Time Director DIN-01142103 Place: Mumbai Date: 31/08/2015 |