23 Apr 2017 | Livemint.com

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VJTF Eduservices Ltd.

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VJTF Eduservices Ltd. Accounting Policy

CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY:

Your Company has been practicing the principal of good corporate governance over the years. It is committed to follow sound systems to support healthy business growth. The Company has complied with the recommendations of the code of corporate governance. Your Company is also committed to adherence to highest standards of corporate governance both in letter and in spirit.

The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time.

2. BOARD OF DIRECTORS:

1. As on March 31, 2015, the Company has five directors. Out of the Five Directors, Three are non-executive and independent directors. The composition of the board is in conformity with Clause 49 of the Listing Agreement entered into with the stock exchange.

2. None of the directors on the board is member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the directors.

3. Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Companies Act 2013.

a) Composition and Category:

The Board of Directors of the Company comprises of a fair number of Independent Professionally competent and acclaimed Non Executive Directors as on 31st March, 2015 as per the details given as under:

Dr. Vinay Jain - Executive Director & Promoter

Dr. Raina Vinay Jain - Executive Director & Promoter

Mr. Anil Prakash Chhabra - Non-Executive & Independent Director

CA Shivratan Santosh Agarwal - Non-Executive & Independent Director

Mr. Hitesh Gunwantlal Vakharia - Non-Executive & Independent Director

Dr. Raina Vinay Jain is the spouse of Dr. Vinay Jain. None of the other directors are related to any other director on the Board.

b) Number of Board Meetings held and dates on which held:

During the financial year ended 31st March, 2015, Nine (9) Board Meetings were held and the gap between two meetings did not exceed one hundred twenty days. The dates on which the said meetings were held:

24th April 2014, 30th May 2014, 14th August 2014, 5th September 2014, 30th September 2014,

13th October 2014, 15th November 2014, 12th February 2015 and 27th March 2015.

· The necessary quorum was present for all the meetings.

· The terms and conditions of appointment of the independent directors are disclosed on the website of the Company.

· During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole.

· The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company

3. AUDIT COMMITTEE:

A. Composition and attendance

The Audit Committee comprises of Two Non Executive and One Executive Director, namely CA Shivratan Santosh Agarwal( Chairman), Mr. Hitesh Gunwantlal Vakharia and Dr. Vinay Jain respectively.

The Committee has met Four (4) times and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows:

29th May, 2014, 13th August, 2014, 14th November, 2014 and 11th February, 2015 during the year ended 31st March 2015. The Statutory Auditors are Invitees to the Meeting.

B. Terms of Reference

The brief terms of reference of the Audit Committee include: –

· Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

· Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

· Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

· Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the board for approval,

· Reviewing, with the management, the quarterly financial statements before submission to the board for approval; with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by Management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

· Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

· Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

· Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

· Approval or any subsequent modification of transactions of the company with related parties;

· Scrutiny of inter-corporate loans and investments;

· Valuation of undertakings or assets of the company, wherever it is necessary;

· Evaluation of internal financial controls and risk management systems;

· Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

· Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

· Discussion with internal auditors of any significant findings and follow up there on;

· Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

· Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

· To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

· To review the functioning of the Whistle Blower mechanism;

· Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

· Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE:

A. Composition and attendance

The Remuneration committee was reconstituted as The Nomination and Remuneration Committee according to the provisions of the Act and clause 49 of the Listing Agreement. The committee comprises of three Directors as on 31st March, 2015 i.e CA. Shivratan Santosh Agarwal(Chairman of the Committee), Mr. Anil Prakash Chhabra & Mr. Hitesh Gunwantlal Vakharia are members of the committee respectively. The Committee has met Three (3) times during the financial year ended 31st March 2015 i.e. on 29th May 2014, 14th November, 2014 and 11th February, 2015.

B. Terms of Reference

The broad terms of reference of the nomination and Remuneration Committee are as under:

· Recommend to the board the set up and composition of the board and its committees. Including the “formulation of the criteria for determining qualifications, positive attributes and independence of a director”. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

· Recommend to the board the appointment or reappointment of directors.

· Devise a policy on board diversity.

· Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this committee).

· Carry out evaluation of every director’s performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors. This shall include “formulation of criteria for evaluation of independent directors and the board”.

· Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

· On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

· Oversee familiarization program for directors.

· Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team).

· Provide guidelines for remuneration of directors on material subsidiaries.

· Recommend to the board on voting pattern for appointment and remuneration of directors on the boards of its material subsidiary companies.

· Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

C. Remuneration Policy:

Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole time Directors is fixed by the Remuneration Committee. The remuneration is decided by the Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,

D. Details of the remuneration to the directors for the year.

During the previous year remuneration of Executive Directors was kept same as which was approved by the shareholders of the company by Postal Ballot held, whereof result was declared on 22/06/2013.i.e. Rs. 2,50,000/- Per month  No remuneration has been paid to non executive directors of the company during the year

5. STAKEHOLDER RELATIONSHIP COMMITTEE:

A. Composition and attendance:

Three (3) meetings of the committee were held during the year i.e on 29th May, 2014, 13th August, 2014 and 11th February, 2015.

B. Terms of Reference:

The Company has a Stakeholder Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.,

The committee deals with various matters relating to:

• Transfer / transmission of shares

• Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.

• Consolidation / splitting of folios

• Review of shares dematerialized and all other related matters.

• Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.

C. Information on Investor Grievances for the period from 1st April, 2014 to 31st March 2015:

There are no outstanding complaints at the close of financial year which were received from shareholders during the year. The Company has no transfers pending at the close of the financial year.

The total no.of complaints received and complied during the year were : Opening: Nil

Complaints Received: Nil Complied: Nil Pending: Nil

The complaints are generally attended to within seven days from the date of receipt of the compliant, as communicated by the Registrar and Share Transfer Agent i.e Skyline Financial Services Pvt. Ltd

The Outstanding complaints as on 31st March 2015 - Nil

D. Compliance Officer:

CS Dayashree Manjayya Shetty is the compliance officer for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the Listing Agreement with the BSE Ltd.

6. RISK MANAGEMENT COMMITTEE:

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.

7. DISCLOSURES

a. Related Party transactions

During the period under review, besides the transactions reported in the Notes to Accounts to the Financial Statements, there were no other related party transactions of material nature with the promoters, Directors, the management or their subsidiaries or relatives during the year that may have potential conflict with the interest of the company at large.

The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link-  <http://www.vjtf.com/investor-relations/related-parties-transaction-policy>

b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

No penalty, or stricture was imposed by the Stock Exchanges or SEBI or any other authority, during the last 3 (three) years, since all applicable requirements were fully complied with.

c. Accounting treatment in preparation of Financial Statements

The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

.d. The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour. 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-<http://www.vjtf.com/investor-relations/whistle-blower-policy>

e. Reconciliation of share capital audit:

A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the national securities depository limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

f. Code of Conduct

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company at the following link- <http://www.vjtf.com/investor-relations/code-of-conduct>. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2015.

8. DISCLOSURES

a. Related Party transactions

During the period under review, besides the transactions reported in the Notes to Accounts to the Financial Statements, there were no other related party transactions of material nature with the promoters, Directors, the management or their subsidiaries or relatives during the year that may have potential conflict with the interest of the company at large.

The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link-

<http://www.vjtf.com/investor-relations/related-parties-transaction-policy>

b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

No penalty, or stricture was imposed by the Stock Exchanges or SEBI or any other authority, during the last 3 (three) years, since all applicable requirements were fully complied with.

c. Accounting treatment in preparation of Financial Statements

The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

.d. The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour. 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-<http://www.vjtf.com/investor-relations/whistle-blower-policy>

e. Reconciliation of share capital audit:

A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the national securities depository limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

f. Code of Conduct

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company at the following link- <http://www.vjtf.com/investor-relations/code-of-conduct>. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2015.

9. SUBSIDIARY COMPANIES

The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the board of directors of the Company.

The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the following Link-  <http://www.vjtf.com/investor-relations/policy-for-determining-material-subsidiaries>

10. MEANS OF COMMUNICATION:

Financial Result Un-audited / Audited News Papers

First Quarter Un-audited Free Press Journal & Navshakti

Second Quarter Un-audited Free Press Journal & Navshakti

Third Quarter Un-audited Free Press Journal & Navshakti

Fourth Quarter Audited Free Press Journal & Navshakti

Note: Un-audited Financial Results were intimated to Stock Exchanges within 45 days of first three quarters and Audited Financial Results for the last quarter / financial year ending within 60 days of close of financial year.

11. GENERAL SHAREHOLDER INFORMATION:

Day, Date and Time: Wednesday, 30th September 2015 at 2.30 p.m.

Venue: 4th Floor, Witty World, Plot No: 165, Near Ayappa Temple, Bangur Nagar, Goregoan (W), Mumbai - 400104

(ii) Financial Calendar 2015-16 (Tentative)

Results for the quarter ending 30th June 2015 : 2nd week of August 2015

Results for the quarter ending 30th Sep, 2015 : 2nd week of Nov 2015

Results for the quarter ending 31st Dec 2015 : 2nd week of Feb 2016

Results for the year ending 31st March 2015 : Last week of May 2016

(iii) Book Closure Date

26th September 2015 to 30th September 2015 (Both the days inclusive)

(iv) Registered Office

1st Floor, Neelkanth Apartment, Ramchandra Lane, Malad (W), Mumbai-400064.

 (v) Equity shares listed on Stock Exchanges :

BSE Limited, Mumbai

Note: The Annual listing fees as prescribed have been already paid to the BSE Limited, Mumbai, for the year 2015-16.

(vi) Company Registration Details:

The Corporate Identity Number (CIN) : L80301MH1984PLC033922

Trading Symbol at : Scrip Code: 509026

BSE Limited, Scrip ID : VJTFEDU

Demat ISIN Number in NSDL & CDSL : Equity Shares INE117F01013

 (vii) Registrars and Transfer Agents:

(Share transfer and communication regarding share certificates, dividends and change of address)

Skyline Financial Services Private Limited

Add: D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi -110 020.

Tel No. 011-26812682/83 Fax No. 011-26812682

Email: atul@skylinerta.com/admin@skylinerta.com  

(viii) SHARE TRANSFER SYSTEM:

Presently, the share transfers in physical form are processed and the share certificates returned within a period of 15 from the date of receipt, subject to the documents being clear in all respects. The Company has, as per SEBI guidelines with effect from 11th Feb, 2004 discontinued the facility of transfer cum demat, so company dispatches the share certificates to transferee. In case, the transferee wishes to dematerialize the share, he / she can approach a Depository Participant (DP) with the share certificates. The D.P. will based on Demat Request Form (DRF) & Certificate generate a Demat request, which they will send to Company's Registrar along with DRF & share certificate on receipt of the same Company's Registrar will dematerialize the shares within 21 days of Demat request received.

(ix) DEMATERIALISATION OF SHARES:

Approximately 96.45% the Equity Shares have been dematerialized upto 31st March, 2015.

Trading in Equity shares of the Company is permitted only in dematerialized form w.e.f. 26th June 2000 as per notification issued by the Securities and Exchange Board of India (SEBI).

(x) LIQUIDITY:

Relevant data of the average daily working days turnover for the financial year ended 31st March, 2015 is given below:

BSE Limited, Mumbai ISIN No. : INE117F01013

No. of Shares : 4674.96

Amount (in Rs.) : 269011.44

(xi) INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND

ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY:

For Shares held in Physical form

Skyline Financial Services Limited

Add: D-153A, 1st Floor, Okhla Industrial Area, Phase-1 , New Delhi-110020

Tel: (011) 30857575, Fax : (011) 30857562

For Shares held in Demat Form

To Depository Participant or

Skyline Financial Services Limited

Add: D-153A, 1st Floor, Okhla Industrial Area, Phase-1 , New Delhi-110020 Tel: (011) 30857575, Fax : (011) 30857562

Any query on Annual Report

VJTF Eduservices Limited

1st Floor, Neekanth Apartment, Ramchandra Lane, Malad (West), Mumbai -400064