To
The Members,
Global Education Limited
The Board of Directors of the Company hereby present the Twelfth (12th) Annual Report
together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the year 2022-2023 ended 31st March
2023 ("year under review/ FY 2022-2023").
1. PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS:
The financial performance of the Company for the year 2022-2023 ended on 31st March
2023 is summarized below:
Amount in Rs.Lacs
Particulars |
Standalone |
Consolidated |
|
|
Current Financial Year |
Previous Financial Year |
Current Financial Year |
Previous Financial Year |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Revenue from Operation |
|
|
|
|
A. Sale of Traded goods |
1386.09 |
576.12 |
1386.09 |
576.12 |
B. Sale of Services |
4812.94 |
3364.07 |
4812.12 |
3364.07 |
Other Income |
223.28 |
187.14 |
223.28 |
187.14 |
Total Income |
6422.31 |
4127.33 |
6421.49 |
4127.33 |
Total Expense |
3380.99 |
2669.93 |
3390.57 |
2669.93 |
Pro t Before Depreciation, Interest and Tax (PBDIT) |
3670.82 |
1846.71 |
3660.49 |
1846.71 |
Finance Cost |
0.94 |
0.39 |
1.00 |
0.39 |
Depreciation and amortization expense |
628.56 |
388.92 |
628.56 |
388.92 |
Pro t before Exceptional & Extra Ordinary Items &Tax |
3041.32 |
1457.40 |
3030.93 |
1457.40 |
Exceptional Items Net (Loss) / Gain |
- |
- |
- |
- |
Tax Expense : |
|
|
|
|
Current Tax |
829.71 |
383.09 |
829.71 |
383.09 |
Deferred Tax |
(57.45) |
(10.92) |
(57.45) |
(10.92) |
Income Tax relating to earlier Year |
- |
- |
- |
- |
Net Pro t for the Year after Tax before Share of |
|
|
|
|
Pro t/(loss) in associate |
2269.06 |
1085.23 |
2258.67 |
1085.23 |
Pro t /(Loss) from Associate Company |
- |
- |
- |
- |
Net Pro t for the Year |
2269.06 |
1085.23 |
2258.67 |
1085.23 |
Other comprehensive income |
6.45 |
6.64 |
6.45 |
6.64 |
Total comprehensive income for the period |
2275.52 |
1091.87 |
2265.12 |
1091.87 |
Earnings Per Share: |
|
|
|
|
Basic |
11.18 |
5.36 |
11.18 |
5.36 |
Diluted |
11.13 |
5.36 |
11.13 |
5.36 |
(a) Financial Performance :
(i) Standalone Financial Highlights
During the current financial year 2022-2023 ended 31st March 2023, the Company's total
Revenue from operation is Rs. 6199.03 Lacs (Sale of traded goods and Sale of Services) as
against of Rs. 3940.19 Lacs (Sale of traded goods and Sale of Services) in the
corresponding previous year 2021-2022 ended 31st March 2022.
= Income from other sources is Rs. 223.28 Lacs as against Rs. 187.14 Lacs of the
corresponding previous financial year 2021-2022 ended 31st March 2022.
= Total Comprehensive Income for the financial year 2022-2023 ended 31st March 2023 is
Rs. 2275.52 Lacs as against Total Comprehensive Income of Rs. 1091.87 Lacs of the
corresponding previous financial year 2021-2022 ended 31st March 2022.
= Earnings per share as on 31st March 2023 is Rs. 11.18./- vis a vis Rs. 5.36/- as on
31st March 2022. ii) Consolidated Financial Highlights
During the current financial year 2022-2023 ended 31st March 2023, the Company's
total Revenue from operation is Rs. 6198.21 Lacs (Sale of traded goods and Sale of
Services) as against of Rs. 3940.19 Lacs (Sale of traded goods and Sale of Services) in
the corresponding previous year 2021-2022 ended 31st March 2022.
= Income from other sources is Rs. 223.28 Lacs as against Rs. 187.14 Lacs of the
corresponding previous financial year 2021-2022 ended 31st March 2022.
= Total Comprehensive Income for the financial year 2022-2023 ended 31st March 2023 is
Rs. 2265.12 Lacs as against Total Comprehensive Income of Rs. 1091.87 Lacs of the
corresponding previous financial year 2021-2022 ended 31st March 2022.
= Earnings per share as on 31st March 2023 is Rs. 11.13./- vis a vis Rs. 5.36/- as on
31st March 2022.
Operations of the Company and business overview have been discussed in more detail in
the Management Discussion and Analysis forming a part of this report.
(b) TRANSFER TO RESERVES (BALANCE SHEET):
As per Standalone nancials, the net movement in the reserves of the Company as at
31 March 2023 (FY 2022- 2023) [Previous Year ended31 March 2022 (FY 2021-2022)] is as
follows :-
S. No. |
Particulars - Standalone |
Financial Year 2022 - 2023 |
Financial Year 2021 - 2022 |
|
|
Amount in Rs.Lacs |
01 |
Capital Redemption Reserve |
2.50 |
2.50 |
02 |
Securities Premium Reserve |
879.70 |
879.70 |
03 |
Surplus in Statement of Pro t & Loss |
4641.35 |
2770.87 |
|
Total Reserve & Surplus |
5523.55 |
3653.07 |
The Members are advised to refer the Note No. 13 as given in the financial statements
which forms the part of the Annual Report for detailed
information.
(c) RETURNS TO INVESTORS (DIVIDEND):
Your Company continues to be on the path of pro table growth. The Company's cash flow
and financial position continue to be strong. Considering the cash requirement for
business growth and debt servicing, the Board believe that a steady dividend payout will
best serve the interests of the Company and of the shareholders especially those dependent
on regular income. During the Financial Year 2022-2023 under review, the Board of
Directors of your Company has at its Meeting No. 6 held on 18th October 2022 declared an
Interim Dividend @ 30% i.e. Rs.1.50/- (Rupee One and Paise Fifty Only) per Equity Share of
face value of Rs.5/- each fully paid-up for the current financial year 2022-2023 ended
31st March 2023 which was paid to the members, whose names appeared on the Register of
Members of the Company on Saturday, 26th November, 2022;. The Gross interim dividend
payout, was Rs.305.409 Lakhs Your Directors recommended a nal dividend @ 20% (Twenty
Percent) i.e. Rs.1.00/- (Rupee One Only) per Equity Share of face value of Rs.5/- each to
be appropriated from the profits of the year 2022 - 2023, subject to the approval of the
shareholders (members) at the ensuing Twelfth (12th) Annual General Meeting and will be
paid to those members whose names appear on the Register of Members on Friday, 16th June,
2023.
Cumulatively, the company has declared/ recommended a Total Dividend of 50% for the
year under review comprising of Interim Dividend @ 30% i.e. Rs. 1.50 (Rupee One and Paise
Fifty Only) per Equity Share of face value of Rs.5/- each and Final Dividend @ 20% i.e.
Rs. 1.00 ( Rupee One Only) per Equity Share of face value of Rs.5/- each (subject to
approval of the Members of the Company at the ensuing Twelfth (12th) Annual General
Meeting ).Our Company has formal dividend distribution policy and the said dividend
pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend
issued by the Institute of Company Secretaries of India and the Policy is available on the
Company's website www.globaledu.net.in and can be accessed at:
https://globaledu.net.in/inves-info/code-policies/Dividend-Distribution-Policy.pdf
(d) OTHER FINANCIAL DISCLOSURES :
(i) SEGMENT WISE PERFORMANCE
Your company has identified two reportable business segment viz. "Educational
Training and Development Activities and "Educational Business Support
Activities". There are no other primary reportable segments. The major and material
activities of the company are restricted to only one geographical segment i.e. India,
hence the secondary segment disclosures are also not applicable.
4 EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES: The Company achieved Gross
Value Services of Rs. 4321.33 Lakhs during the financial year, compared to Rs. 1847.00
Lakhs in the preceding financial year on standalone basis. This segment reported a
increase in the performance during the year due to new segment of medical training
programs and increase in demand for soft skill development programs
in the Corporates and other allied institutions across the state.
4 EDUCATIONAL BUSINESS SUPPORT ACTIVITIES:
The Company achieved Gross Value of Trading and Support activities comprised of Rs.
1877.70 Lakhs during the financial year, compared to Rs.2093.18 Lakhs in the preceding
financial year on standalone basis. The Performance of Products segment demonstrated a
slight decrease in FY 2022-23.
The CFO appraised that the Company has developed an extensive network of domestic
clientele and undertaken meticulous efforts toposition its products into right
geographies, cater to high value end-users and elevate operational e ciencies.
(ii)CHANGE IN STATUS OF THE COMPANY:-
During the financial year 2022-2023 under review, there was no change in the Status of
the Company and the Company's status continued to be - Global Education Limited (Category
Listed Public Limited Company, Limited by Shares and Sub- Category Indian Non-Government
Company) bearing the Corporate Identi cation Number (CIN) -L80301MH2011PLC219291.
(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR
During the financial year 2022-2023 under review, the company has followed uniform
financial year ; from 1st April of every year to 31st
March of the next year.
(iv) CAPITAL EXPENDITURE ON TANGIBLE ASSETS :
During the year under review, your Company entailed a capital expenditure of around
Rs.333.043 Lakhs towards expansion in Supply ofInfrastructure & Other services
segments, to enhance the capacities of major services and also towards increasing
operational e ciencies.
(v) DETAILS AND STATUS OF ANY NEW ACQUISITION, MERGER, EXPANSION, MODERNIZATION AND
DIVERSIFICATION:
During the financial year 2022-2023 under review, the Company has acquired "Yola
Stays Private Limited" an Associate of the Company (undersection 2(6) of the
Companies Act, 2013) with effect from 31st March, 2023.
(vi)NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:
During the financial year 2022-2023 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.
(vii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:
During the financial year 2022-2023 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. As such, no specific details are required to be given or provided.
(viii) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD'S REPORT
There is no occasion whereby the Company has either revised or required to revise the
Financial Statements or the Board's Report of the
Company for any period prior to the FY 2022-2023 ended 31st March 2023. As such, no
specific details are required to be given or provided.
2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:
During the financial year 2022-2023 under review, the Company has made changes in the
capital structure of the Company. The members of the Company in their Extra-Ordinary
General Meeting held on 01st October 2022, approved the Sub-division of Share Capital of
the Company, accordingly, the Share Capital of the Company, was sub-divided into One [01]
Equity Share of face value of Rs.10/- (Ten) each fully paid up into Two [02] Equity Shares
of face value of Rs.5/- (Five) each fully paid up. The revised capital Structure of the
Company is as follows:-
Particulars |
Current Financial Year 2022-2023 |
Previous Financial Year 2021-2022 |
|
Amount in Rs. |
Authorised Share Capital |
|
|
FY [2022 2023] 2,39,00,000 Equity Shares of face value of Rs.
5/- (Rupees Five) each |
|
|
|
11,95,00,000 |
11,95,00,000 |
FY [2021 2022] 1,19,50,000 Equity Shares of face value of Rs.
10/- (Rupees Ten) each |
|
|
5,00,000 Preference Shares of Rs.1/- (Rupees One) each |
5,00,000 |
5,00,000 |
Total |
12,00,00,000 |
12,00,00,000 |
Issued, Subscribed and Paid-Up Share Capital |
|
|
FY [2022 2023] 2,03,60,600 Equity Shares of face value of Rs.
5/- (Rupees Five) each |
|
|
|
Rs. 10,18,03,000 |
Rs. 10,18,03,000 |
FY [2021 2022] 1,01,80,300 Equity Shares of face value of Rs.
10/- (Rupees Ten) each |
|
|
A) CHANGES IN SHARE CAPITAL STRUCTURE :
i) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is included in the report.
ii) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 are not applicable.
iii) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company does not have any Employees Stock Option Scheme and hence the provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 are not applicable.
iv) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014
v) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL :
During the financial year 2022-2023 under review, the issued, subscribed and paid-up
Capital of the Company stood at Rs. 10,18,03,000/- (Rupees Ten Crore Eighteen Lakh Three
Thousand only) divided into 2,03,60,600 Equity Shares of face value of Rs.5/- each as on
31st March 2023.
B) CHANGES IN DEBT STRUCTURE:
i) DEBENTURES/BONDS /WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:
During the year under review, the Company has not issued any debentures, bonds,
warrants or any non-convertible securities. Ason date, the Company does not have any
outstanding debentures, bonds warrants or any non-convertible securities.
3. CREDIT RATING :
During the financial year 2022-2023 under review the Company has not taken or issued
any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither
has obtained any credit rating from credit rating agencies. As such, no specific details
are required to be given or provided.
4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :
Pursuant to Sections 123 and 125 of Companies Act, 2013 read with Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016
(the Rules'); the relevant amounts which have remained unclaimed and unpaid for a
period of seven (7) years from the date they became due for payment has to be 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 2022-2023
ended 31st March 2023.
5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There has been no change in relation to the Executive Directors and Key Managerial
Personnel during the year.
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 |
Whole Time Director |
2) Mr. Hemant Kumar Daga |
Chief Financial Officer |
3) Ms. Preeti Pacheriwala |
Company Secretary & Compliance Officer |
CHANGES AMONGST THE INDEPENDENT DIRECTORS :-
1. The Board of Directors at its Meeting held on 28th April 2023 on the
recommendation of the Nomination and Remuneration Committee (NRC) of the Board has
appointed Mr. Rajan Madhaorao Welurkar [DIN: 00066062] as an Additional Director [Category
- Non-executive, Independent] of the Company with effect from 28th April 2023, to hold the
officetill the conclusion of Twelfth [12th] Annual General Meeting of the Company.
2. Mr. Vijay Singh Bapna [DIN: 02599024], Director (Category : Non - Executive,
Independent) of the Company on completion of his second xed term of his tenure of
appointment as a Director of the Company shall cease to be the Director of the Company
from the close of working hours on June 30 2023. The Board places on record its
appreciation towards valuable contribution made by Mr. Vijay Singh Bapna during his tenure
as Director of the Company
DIRECTOR - RETIREMENT BY ROTATION :
Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr.
Gururaj Vasantrao Karajagi (DIN: 01330419), Director (Category: Non-Executive) retires by
rotation and being eligible, offers himself for re-appointment. The Board of Directors of
the Company recommends the appointment of Mr. Gururaj Vasantrao Karajagi (DIN: 01330419),
Director (Category: Non-Executive) to the Members for their consideration at the Twelfth
(12th) Annual General Meeting in the interest of the Company.
PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :
1. The term of Mr. Rajan Madhaorao Welurkar [DIN: 00066062], as an Additional Director
[Category Non-executive, Independent] of the Company, is expiring at the conclusion of the
ensuing Twelfth (12th) Annual General Meeting of the Company. The Board recommends
appointment of Mr. Rajan Madhaorao Welurkar [DIN: 00066062], as an Independent Director
[Category Non-executive, Independent] not liable to retire by rotation , to hold the
officefor a xed first term of consecutive Two (2) year, from 28th April 2023.
The Company has received a Notice in writing under Section 160 of the Companies Act,
2013 from a Member proposing the candidature of Mr. Rajan Madhaorao Welurkar [DIN:
00066062], for the officeof a Director of the Company. The Company has also received the
self-declaration/s from Mr. Rajan Madhaorao Welurkar [DIN: 00066062], inter-alia to the
effect that, (i) he was/is not disqualified from being appointed as a Director of the
Company in terms of the provisions of Section 164 of the Companies Act, 2013 and has
submitted her consent to act as a Director of the Company; (ii) he was or is not debarred
from holding the officeof a Director pursuant to any order of the SEBI or such other
authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018 on
the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed
companies"; (iii) he meets the criteria of independence as provided in Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended) ["Listing Regulations"]; and (iv)
he has complied with the provisions of the rule 6 (1) (b) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 of the Companies Act, 2013, by registering his
name in the Independent Director's Data Bank maintained by the Indian Institute of
Corporate A airs at Manesar.
The information (details) of Director/s of seeking appointment or re-appointment at the
Twelfth (12th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and
36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is
annexed to the Notice convening the Twelfth (12th) Annual General Meeting of the Company.
DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 AND SEBI LISTING
OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS 2015 FROM THE INDEPENDENT DIRECTORS:
The Company has received the self-declaration/s from all the Independent Director/s
of the Company, to the effect that he / she (i) meets the criteria of independence as
provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing
Regulations"] and also, duly complied with Code of Conduct prescribed in Schedule IV
to the Act.
The Company has received the self-declaration/s from all the Director/s and Senior
Management Personnel of the Company, as to the due compliance of Company's Code of Conduct
for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. The Independent Directors a rmed that none of
them were aware of any circumstance or situation which could impair their ability to
discharge their duties in an independent manner.
DISQUALIFICATIONS OF DIRECTORS:
During the financial year 2022-2023 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 further the company has obtained a certificate
from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054
& Certificate of Practice No. 12917, Peer Review Certificate No. 1838/2022), that none
of the Directors of your Company is disqualified; to hold officeas director disqualified
as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding
the officeof a Director pursuant to any order of the SEBI or any such authority in terms
of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "
Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".
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.
MEETINGS OF BOARD OF DIRECTORS:
During the financial year 2022-2023, the Board of Directors met Ten (10) times on
(1) 05th May, 2022 (2) 13th July ,2022 (3) 29th July, 2022 (4) 07th September, 2022 (5)
04th October, 2022 (6) 18th October 2022 (7) 09th December, 2022 (8) 18th January, 2023
(9) 10th February, 2023 and (10) 23rd March, 2023. (The interval between the two meetings
was well within the maximum period mentioned under Section 173 of the Companies Act, 2013
and Regulation 17 - of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of which are given in the Corporate Governance Report.
COMMITTEE OF THE BOARD OF DIRECTORS:
As on March 31, 2023, the Board has constituted the Audit Committee, the Nomination
and Remuneration Committee, the Corporate Social Responsibility Committee and the
Stakeholders' Relationship Committee. A detailed note on the composition of the Board and
its committees is provided in the Corporate Governance Report which forms part of this
Annual Report In addition, the Board constitutes other committees to perform specific
roles and responsibilities as may be specified by the Board from time to time.
RECOMMENDATIONS OF AUDIT COMMITTEE :
There is no occasion wherein the Board of Directors of the Company has not accepted
any recommendation/s of the Audit Committee of the Company during the FY 2022-2023 ended
31st March 2023 As such, no specific details are required to be given or provided.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY :
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for determining quali cations, positive attributes and Independence of
Director and criteria for appointment of Key Managerial Personnel / Senior Management and
performance evaluation which are considered by the Nomination and Remuneration Committee
and the Board of Directors while making selection of the candidates and a policy in
relation to remuneration of Directors, Key Managerial Personnel and Senior Management of
the Company. The detailed Nomination & Remuneration Policy is stated in the Corporate
Governance Report and has been posted on the website of the Company at the following web
link https://globaledu.net.in/inves-info/code-policies/Nomination-Remuneration-Policy.pdf
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
structured 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.
The Securities and Exchange Board of India (SEBI) vide circular
SEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January, 2017, issued a Guidance Note on Board
Evaluation about various aspects involved in the Board Evaluation process to benefit all
stakeholders. While evaluating the performance the above guidance note was considered.
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 an executive summary of findings and several
key recommendations from the evaluation process was placed before the Board for its
information and consideration. Inputs were received from the Directors, covering various
aspects of the Board's functioning, such as the adequacy of the composition of the Board
and its Committees, its effectiveness, ethics and compliances, the evaluation of the
Company's performance, and internal control and audits . The Director/s were satisfied
with the evaluation results, which reflected the overall engagement of the Board and its
Committee/s with the Company.
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 the Whole Time Director to the median
remuneration of the employees of the Company for the financial year 2022 - 2023 :
Name of the Director |
Designation |
#Ratio to median remuneration |
Mr. Aditya Bhandari |
Whole Time Director |
10.16:1 |
# Median Remuneration Including WTD
b. The percentage increase in remuneration of each director, Chief Financial Officer,
Company Secretary in the financial year
2022-2023:
Name of the Directors & KMPs other than Directors |
Designation |
Annual [%] Increase in remuneration in the financial year 2022 2023 |
Mr. Hemant Daga |
Chief Financial Officer (CFO) |
No increment during the financial year 2022- 2023 |
Mr. Aditya Bhandari |
Whole Time Director |
20.00% |
Ms. Preeti Pacheriwala |
Company Secretary & Compliance Officer |
6.50% |
c. The percentage increase in the median remuneration of employees including Whole Time
Director in the Financial Year 2022-23 ended 31 March, 2023 is 29.34%. & percentage
increase in the median remuneration of employees excluding Whole Time Director is 30.69% .
d. The number of permanent employees on the rolls of Company as on 31 March, 2023: 41 (The
number of permanent and contractual employees including KMP's on the rolls of Company as
on 31st March 2023 are 41 employees and 212 professional contractual employees
respectively. The company is associated with an extensive team of professional contractual
employees to avail their efficient services. The Members are advised to refer the Note No.
21- Operational Expenses as given in the financial statements which forms the part of the
Annual Report for detailed information. e. Average percentile increases 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 justi
cation thereof and point out if there are any exceptional circumstances for increase in
the managerial remuneration:
The average percentage increase in the salary of the Company's employee excluding
Managerial Personnel was 19.24%. The percentage increase in salary of Managerial personnel
during the period was 37.87%.
f. Comparison of the remuneration of the key managerial personnel against the
performance of the Company:
Particulars |
Amount in Rs.Lacs |
Aggregate remuneration of key managerial personnel (KMP) in FY 2022-2023 |
48.31 Lacs |
Total Revenue ( in Rupees) |
6422.31 Lacs |
Remuneration of KMPs (as % of revenue) |
0.75% |
Pro t before Tax (PBT) ( in Rupees) |
3041.32 Lacs |
Remuneration of KMP (as % of PBT) |
1.59% |
g. Variations in the market capitalisation of the Company, price earnings ratio as at
the closing date of the current financial year andprevious financial year:
Particulars |
31 st March 2023 |
Market Capitalization |
31640 Lacs |
Price Earnings Ratio |
13.90 |
The closing price of the Company's equity shares on NSE Exchange Platform as on 31st
March 2023 was Rs.155.4/-.
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. A rmation 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 through electronic mode upto the date
of the ensuing Twelfth (12th) Annual General Meeting. If any member interested in
obtaining a copy thereof, such member may write to the Company Secretary at the registered
officeof the Company.
None of the employee is a relative of any director of the Company. None of the employee
holds (by himself or along with his spouseand dependent children) more than two percent of
the Equity shares of the Company.
REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:
The Company does not have any holding Company with in the meaning of Section 2(46)
of the Companies Act 2013, therefore the disclosure under the provisions of Section
197(14) of the Companies Act 2013 read with the rules made there under, towards payment of
any commission or remuneration from holding company is not applicable. During the year
under review, none of the Directors received any remuneration from the Subsidiary Company.
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, con rm that : (a) That in the preparation of the
Annual Accounts (Financial Statements) for the year under review, all applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; (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 a airs of the Company at the end of the
financial year and of the profits of the Company for that financial year; (c) That the
Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; (d) That the
Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;
(e) That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and operating effectively;
and.
(f) That the Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and regulations and that
such systems were adequate and operating effectively.
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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal control systems and procedures commensurate
with the size and nature of business. These procedures are designed to ensure:- (a) that
all assets and resources are used efficiently and are adequately protected; (b) that all
the internal policies and statutory guidelines are complied with; and (c) the accuracy and
timing of financial reports and management information is maintained
REPORTING OF FRAUDS BY AUDITORS:
During the FY 2022-2023 ended 31st March 2023 under review:-
(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under
Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 (as amended); (b) the observations made by the Statutory Auditors on the
financial statements including the a airs of the Company are self -explanatory and do not
contain any quali cation, reservation, adverse remarks or disclaimer there of.
As such, no specific information, details or explanations required to be given or
provided by the Board of Directors of the Company
6. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :
A) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES
During the year under review, the Company has two Subsidiaries and one Associate
Company as on March 31, 2023. The
Company does not have any Joint Venture with any company. The details of subsidiaries
and Associate are given below:-
(i) Global BIFS Academy Private Limited:-
Global BIFS Academy Private Limited (CIN: U80902MH2022PTC394328); is a Private Limited
Company incorporated on 29th November, 2022 with an Authorized Share Capital : Rs. 25 Lakh
comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up
Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs.
25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is to run
specialized courses, impart knowledge & skill development in core banking, nance,
economics, insurance, other financial services and Manpower Placement and related services
as per the Companies Act, 2013.
The Company has 89.99% equity stake in Global Bifs Academy Private Limited (CIN:
U80902MH2022PTC394328) and Global Bifs Academy Private Limited has thus become a
subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect
from 29th November, 2022. The Company has formulated the Material Subsidiary policy and
the same is uploaded on the website of the Company www.globaledu.net.in.
During the year under review there were no operations and the Subsidiary Company did
not register any income as on 31st March2023.
(ii) Yoco Stays Private Limited:-
Yoco Stays Private Limited (CIN: U55209MH2022PTC395941); is a Private Limited Company
incorporated on 26th December, 2022 with an Authorized Share Capital : Rs. 25 Lakh
comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up
Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs.
25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is managing
hostel accommodations, residences and Service apartments to individuals, corporates and
Firms in India including provision of rental accommodation along with xtures and
electronic appliances and/or provision of other accommodation related amenities and
related services as per the Companies Act, 2013.
The Company has 100% equity stake in Yoco Stays Private Limited (CIN:
U55209MH2022PTC395941) and Yoco Stays Private Limited has thus become a Wholly owned
subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect
from 26th December, 2022. The Company has formulated the Material Subsidiary policy and
the same is uploaded on the website of the Company www.globaledu.net.in.
During the year under review there were no operations and the Subsidiary Company did
not register any income as on 31st March2023.
(iii) Yola Stays Private Limited:-
"Yola Stays Private Limited" (Formerly Rishiraj Enterprises Private Limited)
(CIN: U70102MH2009PTC194519); a Private Limited Company incorporated on 31st July 2009
with an Authorized Share Capital : Rs. 11 Crores comprising of 1,10,00,000 Equity Shares
of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 42,50,000 Equity
Shares of Rs.10/- each. aggregating to Rs. 4,25,00,000 /-(Rupees Four Crores Twenty Five
Lakhs) Only. The main object of the Company is to construct, develop, operate, design
buildings, residential blocks, student housing properties and other properties in India
including making available of facility management and allied services as per the Companies
Act, 2013.. The Company has 28.23% equity stake in Yola Stays Private Limited (CIN:
U70102MH2009PTC194519) and Yola Stays Private Limited has thus become an Associate of the
Company (under section 2(6) of the Companies Act, 2013) with effect from 31st March, 2023.
During the current financial year 2022-2023 ended 31st March 2023, the Associate
Company's total Revenue from operation isRs.769.61 lacs as against of Rs. 1515.18 lacs in
the corresponding previous year 2021-2022 ended 31st March 2022.
The Pro t after tax for the financial year 2022-2023 ended 31st March 2023 is Rs.
118.99 lacs as against profit of Rs. 325.39 lacs of thecorresponding previous financial
year 2021-2022 ended 31st March 2022.
B) COMPANIES WHICH HAVE CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
During the financial year 2022-2023 under review none of the Companies has ceased to be
subsidiaries, associates and joint ventures. During the financial year 2022-2023 ended 31
March 2023, the Company does not have any material listed and unlisted Subsidiary
Company(ies) as defined in Regulation 16(1)(c) of the Listing Regulations. However the
Board of Directors of the Company has approved a Policy for determining material
subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company's website at
https://globaledu.net.in/inves-info/code-policies/GEL-Policy-on-Material-Subsidiaries-Regulation.pdf
C) AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S ASSOCIATE & SUBSIDIARY:
The Board of Directors of your Company at its meeting held on 28th April 2023, approved
the Audited Consolidated Financial Statements for the FY 2022 - 2023 which includes
financial information of its Associate & Subsidiaries, and forms part of this report.
The Consolidated Financial Statements of your Company for the FY 2022-2023, have been
prepared in compliance with applicable Indian Accounting Standards and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the
performance and financial position of Associate and Subsidiaries 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, which forms part and
parcel of the Annual Report.
The Financial Statements of the subsidiary companies and related information are
available for inspection by the members at the Registered O ce of your Company during
business hours on all days except Saturdays, Sundays and public holidays upto the date of
the Annual General Meeting (AGM') as required under Section 136 of the Companies
Act, 2013.
7. PUBLIC DEPOSITS:
During the Financial Year 2022-2023 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(1) of the Companies (Accounts) Rules, 2014 (As amended) are required
to be given or provided.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIESACT, 2013:
During the financial year 2022-2023 under review, the Company has not 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 investments in other bodies corporate and, loans 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.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION
188 OF THE COMPANIES ACT, 2013:
The details of contracts or arrangements or transactions at arm's length basis for the
Financial Year 2022-23 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of
Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 (as amended) are given in the "Annexure -A",
which forms part and parcel of the Board's Report. There are no materially significant
related party transactions that may have potential conflict with interest of the Company
at large. There were no transactions of the Company with any person or entity belonging to
the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the
Company. The Company in terms of Regulation 23 of the Listing Regulations shall submit on
the date of declaration of its standalone and consolidated financial results for the half
year, disclosures of related party transactions on a consolidated basis, in the format
specified in the relevant accounting standards to the stock exchanges. Your Company's
Policy on Related Party Transactions, as adopted by your Board, can be accessed on the
Company's website i.e
https://globaledu.net.in/inves-info/code-policies/GEL-Policy-on-Materiality.pdf
10. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility has come of age as an anchor for businesses in the
country recently. No business is successful or viable if it does not contribute positively
to the society or stakeholders at large. The education sector in the country provides
ample opportunity to make contributions to upliftment of the society. Problems continue to
plague the education sector - the country will face a serious shortage of a skilled and
smart workforce. CSR activities undertaken around education need to and have evolved to
become imperative in changing the face of education.
At Global Education we make a conscious e ort to create a positive impact on the
livelihoods we touch - be it through our business or non-business activities. We are
engaged in distinguished corporate Social Responsibility program having potential to
create stronger relationships with society and which is focused in contributing to the
upliftment of the underprivileged sections of the societies. Our CSR arm works towards a
common vision of supporting the needy persons During the financial year (2022-2023) we
have contributed Rs. 20,00,000 (Rupees Twenty Lakh only) towards Corporate Responsibility
(CSR) and the budget for CSR to be spent is in line with the provisions under the
Companies Act, 2013 and the allocated budget has been approved by the CSR committee. The
CSR Policy is available on the Company's website: www.globaledu.net.in. The detailed
Annual report on Corporate Social Responsibility forms as a part of the Board Report as
"Annexure-B". The Board of Directors has formed a committee on CSR in accordance
with Companies Act, 2013. The terms of reference of the Corporate Social Responsibility
Committee, number and dates of meetings held, composition and attendance of the Directors
during the financial year ended 31st March, 2023 are given separately in the Corporate
Governance Report.
11. 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 C' attached to this report, which forms an integral part of this report
12. 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 of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, delity risk
and legal risk. As a matter of policy, these risks areassessed and steps as appropriate
are taken to mitigate the same.
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 about unethical behavior, suspected fraud or violation of the Company's code of
conduct. 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.
This Whistle Blower Policy is applicable to all the Directors, employees, vendors and
customers of the Company and it is also posted on the Website of the Company.
The detailed disclosure of the Vigil Mechanism policy are made available on the
Company's website
https://globaledu.net.in/inves-info/code-policies/GEL-Whistleblower-Policy.pdf and have
also been provided in the Corporate Governance Report forming part of this Report.
14. 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 2022-2023 under review, no significant and material orders is
passed by any of the Regulators / Courts /Tribunals/Statutory and Quasi-Judicial body
which would impact the going concern status of the Company and its future operations.
15. AUDITORS AND THEIR REPORT:
i. STATUTORY AUDITORS AND THEIR REPORT:
The Shareholders (Members) of the Company, as recommended by the Board of Directors,
based on the approval and recommendation of the Audit Committee of the Company, has
approved, the appointment of M/s Patel Shah & Joshi., Chartered Accountants, Mumbai
[ICAI Firm Registration No. 107768W] , as the Statutory Auditors of the Company to hold
till the conclusion of the Annual General Meeting to be held for the Financial Year
2024-2025. The requirement to place the matter relating to appointment of auditors for
rati cation by Members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for rati
cation of appointment of statutory auditors for the financial year 2023-2024 at the
ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
M/s. Patel Shah & Joshi., (Chartered Accountants, Mumbai [ICAI Firm Registration
No. 107768W], Statutory Auditors have con rmed 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.
Accordingly, the Board of Directors of the Company, based on the recommendations of the
Audit Committee of the Company, has approved, the continuation of M/s Patel Shah &
Joshi., Co., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], as the
Statutory Auditors of the Company for the Financial Year 2022-2023. 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, Mumbai (Membership No. FCS 10054
& Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial
year 2022-2023. The Secretarial Audit Report in Form MR-3 con rms that the Company has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there
were no deviations or non-compliances and is attached herewith as an "Annexure
D" and forms part and parcel of the Board's Report.
The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal, Company
Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No.
12917 & Peer Review Certificate No. 1838/2022), 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 2023
2024. 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 for the business activities carried out by the Company. iv.
INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the
recommendations of the Audit Committee, of the Company, has approved and appointed C. R.
Sagdeo & Co.; Chartered Accountants, Nagpur (ICAI Firm Registration No. 108959W), as
the Internal Auditors of the Company, for the financial year 2023-2024 ending 31st March
2024.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from
time to time, during the financial year 2022-2023 ended 31st March 2023, to the Audit
Committee and Board of Directors of the Company, and do not contain any adverse remarks
and quali cations, is self-explanatory and do not call for any further explanation/s by
the Company. v. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE:
(a) Statutory Auditor's report :
The Auditor's Report submitted by M/s Patel Shah & Joshi., Chartered Accountants,
Mumbai [ICAI Firm Registration No. 107768W], the Statutory Auditors of the Company to the
shareholders for the financial year 2022-2023 ended 31st March, 2023 does not contain any
reservation, quali cation, or adverse remark. The observations made by the Statutory
Auditors in their report are self-explanatory and have also been further ampli ed in the
Notes to the Account and as such do not call for any explanations.
(b) Secretarial Auditor's Report:
The Secretarial Audit Report submitted by CS. Riddhita Agrawal, Company Secretary in
Practice, Mumbai (Membership No. FCS
10054 & Certificate of Practice No. 12917 & Peer Review Certificate No.
1838/2022), the Secretarial Auditors of the Company to the Shareholders (Members) for the
FY 2022-23 does not contain any reservation, quali cation, or adverse remark. The
observations made by the Statutory Auditors in their report are self-explanatory and have
also been further ampli ed in the Notes to the Account and as such do not call for any
explanations.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors con rms that the Company, has duly complied and is in
compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1
('SS-1') on Meetings of the Board of Directors and Secretarial Standard -2 ('SS-2') on
General Meetings, during the financial year 2022-2023 ended 31st March 2023.
Further, the Company has, to the extent, voluntarily adopted for the compliance of
Secretarial Standard-4 ('SS-4') on Report of the
Board of Directors for the financial year 2022-2023 ended 31st March 2023.
17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(IBC):
During the financial year 2022-2023 ended 31st March 2023 under review, no such event
occurred by which Corporate Insolvency Resolution Process can be initiated under the
Insolvency And Bankruptcy Code, 2016 (IBC) before National Company Lay Tribunal. As such,
no specific details are required to be given or provided.
18. DETAILS OF ANY FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the financial year 2022-2023 under review, the Company has not failed to
implement any corporate action within thespecifiedime Limit declared under Section 125 of
the Companies Act 2013 and relevant rules made there under.
19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 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 the website of
the Company at www.globaledu.net.in.
20. OTHER DISCLOSURES:
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 sta . 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) 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. iii)
CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Whole Time Director and Director a rming compliance for the
Financial Year 2022-2023, 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.
21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:
(I) 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.
(ii) CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance practices or requirements as set out in the Listing
Regulations by the SEBI, enforced through the National Stock Exchange .The Company has
also implemented several best Corporate Governance practices as prevalent globally. Your
Board of Directors are pleased to report that your Company has complied with the SEBI
Guidelines on Corporate Governance for the Financial Year 2022-23 ended as of 31st March,
2023 relating to the Listing Regulations. The details regarding Board and its Committee
meetings, Policy for Appointment of 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 under the
Corporate Governance Report, which forms part and parcel of the Board's Report.
Certificates from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership
No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No
1838/2002) confirming compliance with conditions as stipulated under Listing Regulations
and Non-disquali cation of Directors are annexed to the Corporate Governance Report, which
form an integral part of the Board's Report of the Company.
22. SUSPENSION OF TRADING
The equity shares of the Company have been listed and actively traded on Main Board of
National Stock Exchange of India Limited.
There was no occasion wherein the equity shares of the Company have been suspended for
trading during the FY 2022-23.
23. OTHER MATTERS
(A) DEMATERIALISATION OF SHARES:
As on 31st March 2023, the entire 100% issued, subscribed and paid-up share capital i.
e. 2,03,60,600 equity shares of the Company were held in dematerialised form through
depositories namely National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSIL).
(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:
The Company, has duly paid the requisite annual listing fees for the financial year
2023-2024 ending 31st March 2024, to theNational Stock Exchange of India Limited.
The Company, has also duly paid the requisite annual custodian and other fees for the
financial year 2023-2024 ended 31stMarch 2024, to the National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).
(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODE
AND POLICIES OF THE COMPANY
Your Board of Directors are pleased to report that your Company has complied with the:-
(i) Code of Prevention of Insider Trading in GEL Securities by the Designated Persons
(Insider) (as amended from time to time); (ii) Code of Conduct of Business Principles and
Conduct; (iii) Code for Vigil Mechanism - Whistle Blower Policy; (iv) Code for Independent
Directors; (v) Corporate Social Responsibility (CSR) Policy; (vi) Dividend Distribution
Policy; (vii) Risk Management Policy; (viii)Nomination and Remuneration Policy; (ix)
Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015); (x)
Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (LODR)
Regulations, 2015); (xi) Policy on materiality of related party transaction/s and on
dealing with related party transactions (Regulation 23 of the SEBI
(LODR) Regulations, 2015); and
(xii) 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 available on the Company's website
www.globaledu.net.in.
24. 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 workplace, with a mechanism of lodging &
redress the complaints. All employees (permanent, contractual, temporary, trainees etc)
are covered under this Policy. During the year 2022-2023, the Company has not received any
complaint of sexual harassment. The Certificate by Director and Whole Time Director of the
Company to that effect is enclosed herewith as an Annexure E' and forms part of this
report.
ENCLOSURES a) Annex A : Particulars of prescribed contracts / arrangements with
related parties in Form AOC-2; b) Annex B : Annual Report on Corporate Social
Responsibility (CSR) activities together with expenditure details; c) Annex C : Report on
Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo; d)
Annex D : Secretarial Auditors Report in Form No. MR- 3; e) Annex E : Certificate on
Sexual Harassment of Women at the Workplace and its Prevention, Prohibition &
Redressal.
25. ACKNOWLEDGMENTS:
The Board of Directors wish to thank the Company's customers, business partners,
vendors, bankers & financial institutions, all government & non-governmental
agencies, and other business associates for their continued support. The Directors would
like to take this opportunity to place on record their appreciation for the committed
services and contributions made by the employees of the Company during the year at all
levels despite continuing challenges posed by the pandemic and the changed working norms.
Your Directors remain committed to enable the Company to achieve its long-term growth
objectives in the coming years.
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