To,
The Members,
G-TEC JAINX EDUCATION LIMITED
(Formerly known as Keerti Knowledge & Skills Limited)
Your Directors are pleased to present their 25th Annual Report on the state
of affairs of the Company together with the Audited Statement of Accounts and the
Auditors' Report of G-TEC JAINX EDUCATION LIMITED(Formerly known as Keerti Knowledge &
Skills Limited) ["the Company'] for the year ended March 31st, 2024.
Financial Results
The summarized financial performance (Standalone & Consolidated) of the
Company for the financial year ended March 31, 2024 is given below:
[Amount in lacs]
|
Standalone Financial Statement |
Consolidated Financial Statement |
| Particulars |
March 31, 2023 |
March 31,2024 |
March 31, 2023 |
March 31,2024 |
| Revenue from Operations |
650.04 |
573.49 |
830.24 |
831.88 |
| Other Income |
37.63 |
36.39 |
25.39 |
11.05 |
| Total Revenue |
687.66 |
609.88 |
855.63 |
842.93 |
| Total Expenditure |
517.81 |
497.16 |
727.43 |
830.17 |
| Profit before exceptional and extraordinary items and tax |
169.86 |
112.72 |
128.21 |
12.76 |
| Adjustments for extraordinary / exceptional items |
0 |
0.00 |
0.00 |
0.00 |
| Profit Before Tax |
169.86 |
112.72 |
128.21 |
12.76 |
| Less: Tax Expenses: |
|
|
|
|
| - Current Tax |
0.00 |
15.00 |
0.00 |
15.00 |
| - Short / (Excess) provision of previous year |
0.00 |
8.02 |
0.00 |
4.04 |
| - Deferred Tax (Credit)/charge |
0.00 |
0.75 |
2.08 |
12.02 |
| Profit After Tax/Total Comprehensive Income/ Loss |
169.85 |
88.94 |
130.29 |
-11.72 |
| Earnings per equity share (Amt. per share) |
|
|
|
|
| - Basic |
1.67 |
0.87 |
1.28 |
0.11 |
| - Diluted |
1.67 |
0.87 |
1.28 |
0.11 |
Review of Operations
Standalone:
During the year under review, the Standalone total Income was Rs. 609.88 lacs against
Rs.687.66lacsfor the corresponding previous year.
Total Comprehensive income for the period was Rs.88.94 lacs as against the
profit of Rs. 169.85 lacs in the corresponding previous year
Consolidated:
During the year under review, the consolidated total Income was Rs.842.93 Lacs as
against Rs. 855.63 lacs for the corresponding previous year.
Total Comprehensive consolidated loss for the period was Rs.11.72 lacs /- as
against the Profit of Rs. 130.29 lacs in the corresponding previous year
Transfer to Reserves
This year Company does not have enough profit to transfer in reserve.
Change in the Nature of the Business:
There is no change in the nature of the business during the year under review
Dividend
Company in the process of expansion of its business, your Directors have not
recommended any dividend for the year under review.
State of Company's Affairs
Your Company has performed well and your Directors are relentlessly striving for the
betterment of the business and simultaneously your Directors are optimistic about the
future and expect the business to perform much better in the forthcoming years
Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by reference and
forms an integral part of this report.
Share Capital
As on 31st March, 2024, the Authorised share capital of the Company is Rs.
25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty
Lakh) Equity Shares of Rs 10/-(Rupees Ten only) each; and Issued, Subscribed and Paid up
share capital of the Company is Rs. 10,18,90,980/- (Rupees Ten Crore Eighteen Lacs Ninety
Thousand Nine Flundred Eighty only) divided into 1,01,89,098 (One Crore One Lakh Eighty
Nine Thousand Ninety Eight) Equity Shares of Rs. 10.00/- (Rupees Ten only) each.
The Company has only one class of equity shares having at par value of Rs. 10/- per
share. Each holder of equity shares entitled to one vote per share.
Directors and Key Managerial Personnel
> Inductions / Appointment or Re-appointment of Director:
1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of
Articles of Association of the Company Mr. Mehroof Ifthikar Manalody (DIN: 02713624),
Managing Director of the Company, retires by rotation and being eligible; offers himself
for re-appointment at the forthcoming 25thAnnual General Meeting. The Board
recommends the said reappointment for shareholders' approval.
2. Based on the recommendation of the Nomination and Remuneration Committee and
approval of the same by the Board at its meeting held on 25thApril, 2023, Mr.
Easwaran Subramaniam Iyer (DIN:10072574) being appointed as the additional director and
then re-appointed as Non Executive Director on the Annual General Meeting of the company
for a period of 5 years w.e.f. 25th April, 2023 to 24th April, 2028, liable to
retire by rotation.
3. Based on the recommendation of the Nomination and Remuneration Committee and
approval of the same by the Board at its meeting held on July 01, 2024, Ms. Archana Saini
(DIN: 08427866), Independent
Director was re-appointed for a second term of five years with effect from May 06, 2024
to May 05, 2029, resolution in this behalf is set out at Item No 3 of the Notice of Annual
General Meeting, for Members' approval.
All the directors of the Company have confirmed that they satisfy the fit and proper
criteria as prescribed under the applicable regulations and that they are not disqualified
from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.
Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company are:
| Sr. No. |
Name of KMP |
Designation |
| 1. |
Mr. Roychand Chenraj |
Chairman |
| 2. |
Mr. Mehroof Ifthikar Manalody |
Managing Director |
| 3. |
Mr. Sudhakar Pandurang Sonawane |
Joint Managing Director |
| 4. |
Mr. Vinod Namdeo Narsale |
Chief Financial Officer |
| 5. |
Ms. Priyanka Dharmesh Pandey |
Company Secretary and Compliance Officer |
Declaration by Independent Directors
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Director's of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Director's maintained with the
Indian Institute of Corporate Affairs.
Board Meetings
Dates for Board Meetings are well decided in advance and communicated to the Board and
the intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Agreement. The information as required under
Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board.
The agenda and explanatory notes are sent to the Board in advance. The Board periodically
reviews compliance reports of all laws applicable to the Company. The Board meets at least
once a quarter to review the quarterly financial results and other items on the agenda and
also on the occasion of the Annual General Meeting ('AGM') of the Shareholders. Additional
meetings are held, when necessary.
Further, Committees of the Board usually meet on the same day of formal Board Meeting,
or whenever the need arises for transacting business. The recommendations of the
Committees are placed before the Board for necessary approval and noting.
During the year 08 (Eight) Board Meetings were held during the year ended 31st
March, 2024, the dates which are llthApril, 2023, 25th April,2023, 8th
June, 2023,29th July, 2023, 4th August, 2023, 6th
November, 2023,17th January, 2024 and 22nd March, 2024
Attendance details of Directors for the year ended March 31, 2024 are given below:
| Name of the Directors |
Category |
No. of Board Meetings attended |
| Mr. Roychand Chenraj |
Non Executive Director and Chairman |
6 |
| Mr. Sudhakar P Sonawane |
Joint Managing Director |
8 |
| Mr. Mehroof Ifthikar Manalody |
Managing Director |
8 |
| Mr.Easwaran Subramaniam Iyer |
Non Executive Non - Independent Director |
6 |
| Mr. Rajvirendra Rajpurohit |
Independent Director |
7 |
| Mr. Archana S Saini |
Independent Director |
8 |
| Mr. Manish H Chandak |
Independent Director |
7 |
| Mrs. Sonia Rakesh Bhatia |
Independent Director |
8 |
During the year under review, Mr. Easwaran Subramaniam Iyer Appointed as director of
the company w.e.f. 25th April, 2023.
Discussions with Independent Directors
The Board's policy is to regularly have separate meetings with Independent Directors,
to update them on all business-related issues, new initiatives and changes in the industry
specific market scenario. At such meetings, the Executive Directors and other Members of
the Management make presentations on relevant issues.
The policy for Familiarisation Programmed for Independent Directors is available on our
website www.gtecjainxeducation.com
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working
of its Committees. The Directors expressed satisfaction with the evaluation process.
Global Leader In IT Education
Composition of Audit Committee
Your Company has formed an Audit Committee as per the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All members of the Audit Committee possess strong knowledge of
accounting and financial management.
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
The Committee met 6 (Six) times during the year, the details of which are given in the
Corporate Governance Report along with composition of the Committee and their attendance.
Composition of Nomination & Remuneration Committee
Your Company has formed a Nomination & Remuneration Committee to lay down norms for
determination of remuneration of the executive as well as non-executive directors and
executives at all levels of the Company. The Nomination & Remuneration committee has
been assigned to approve and settle the remuneration package with optimum blending of
monetary and non-monetary outlay.
The Committee met 4 (Four) times during the year, the details of which are given in the
Corporate Governance Report along with composition of the Committee and their attendance.
Nomination and Remuneration Policy
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors. This policy also lays down criteria for selection and
appointment of Board Members. The Board of Directors is authorized to decide Remuneration
to Executive Directors. The Remuneration structure comprises of Salary and Perquisites.
Salary is paid to Executive Directors within the Salary grade approved by the Members. The
Nomination & Remuneration committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013,
the Nomination and Remuneration Policy inter-alia providing the terms for
appointment and payment of remuneration to Directors and Key Managerial Personnel.
During the year, there have been no changes to the Policy. The same is annexed to this
report as Annexure II and is available on our website www.gtecjainxeducation.com.
Details of remuneration paid to Directors and Key Managerial Personnel are given in the
Corporate Governance Report along with shareholding in a Company.
Composition of Stakeholders Relationship Committee
Your Board has constituted a Stakeholders Relationship Committee to specifically look
into the mechanism of redressal of grievances of shareholders etc. The Committee reviews
Shareholder's / Investor's complaints like non-receipt of Annual Report, physical
transfer/ transmission/transposition, split/ consolidation of share certificates, issue of
duplicate share certificates, etc. This Committee is also empowered to consider and
resolve the grievance of other stakeholders of the Company including security holders.
The Committee met 04(Four) times during the year, the details of which are given in the
Corporate Governance Report along with composition of the Committee and their attendance.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the directors have 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 of
the profit and loss of the company for that period;
(c) the directors have 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) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Particulars of Employees and Related Disclosures
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of
employees of the Company, is enclosed as Annexure III and forms part of this
Report.
Further, no employee of the Company is earning more than the limits as prescribed
pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in
Annexure IV and forms part of this Report.
Annual Return:
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate
Affairs as published in the Gazette of India on 28th August, 2020, the details forming
part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith
to this report. However, the Annual Return will be made available at the website of the
Company at: www.gtecjainxeducation.com
Details of Subsidiary/Joint Ventures/Associate Companies
The Company has two wholly owned subsidiary Company, namely, Keerti Institute India
Private Limited (KIIPL) and G-Tec Jain Keerti Career Education Private Limited (Formerly
Known as Keerti Tutorials India Private Limited)
The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act,
2013read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary
Company is enclosed as Annexure V and forms part of this Report.
Statutory Auditors' and Auditors' Report
The Members of the Company on September 27, 2022, was re-appointed M/s. N K Mittal
& Associates, Chartered Accountants (Firm Registration No. 113281W) as the statutory
auditors of the Company till the conclusion of 28thAnnual General Meeting
(i.e., to conduct the Statutory Audit of the Company from the Financial Year 2022-23 upto
the Financial Year 2026-27), at such remuneration agreed between the Board and Statutory
Auditor.
Further, Auditors Report as issued by M/s. N K Mittal & Associates., Chartered
Accountants, Auditors of the Company is self-explanatory and need not call for any
explanation by your Board.
Secretarial Audit
In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla &
Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of
the Company. The Secretarial Audit Report is enclosed as Annexure VI to this
report.
Annual Secretarial Compliance Report
M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed
to give Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is
enclosed as Annexure VII to this report.
Internal Audit & Controls
The Company has in place adequate internal financial controls with reference to the
financial statement. The Audit Committee of the Board periodically reviews the internal
control systems with the management, Internal Auditors and Statutory Auditors. Significant
internal audit findings are discussed and follow-ups are taken thereon.
Further, Ms. Geeta Basant Tilwani appointed as internal auditor for the further period
of 5 years with effect from the Financial Year 2023-24 upto the Financial Year 2027-28
from acting as an Internal Auditor of the Company.
Employees' Stock Option Plan
The Company has not provided stock options to any employee.
Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.gtecjainxeducation.com. The employees of the Company are made aware of the said policy
at the time of joining the Company.
Risk Management Policy
The Company has laid down the procedure to inform the Board about the risk assessment
and minimization procedures. These procedures are reviewed by the Board annually to ensure
that there is timely identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting.
Corporate Governance Report
We ensure that, we evolve and follow the corporate governance guidelines and best
practices sincerely, not only to boost long-term shareholder value, but also to respect
minority rights. We consider it as our inherent responsibility to disclose timely and
accurate information regarding our operations and performance, as well as the leadership
and governance of the Company.
Pursuant to the Listing Regulations, the Corporate Governance Report along with the
Certificate from a Practicing Chartered Accountants, regarding compliance of conditions of
Corporate Governance, is annexed as Annexure VIII and forms part of this Report.
Deposits
The Company has neither accepted nor renewed any fixed deposits during the year under
review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits,
unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the
Investor Education and Protection Fund as on March 31, 2024.
Particulars of Loans, Guarantees or Investments Under Section 186
Particulars of Loans, Guarantees given and Investments made during the year covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
the Financial Statements.
Related Party Transactions
All Related Party transactions that were entered into during the financial year under
reference were on the arm's length basis and were in ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions between the Company and the Promoters, Directors,
Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may
have a potential conflict with the interest of the Company at large. 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 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 is not applicable to the Company.
All Related Party Transactions were placed before the Audit Committee and have been
approved by the Board. Omnibus approval of Audit Committee is obtained for the
transactions that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions, which is also
available on Company's website www.gtecjainxeducation.com.
The details of the related party transactions as per Accounting Standard 18 are set out
in the Significant Accounting policies part of this report.
Conservation of Energy, Research and Development, Technology Absorption and Foreign
Exchange
A. Conservation of Energy:
We continue to strengthen our energy conservation efforts. We are always in lookout for
energy efficient measures for operation and value conservation of energy through usage of
latest technologies for quality of services. Although the equipments used by the Company
being in the business of trading and marketing of agricultural inputs are not energy
sensitive by their very nature, still the Company is making best possible efforts for
conservation of energy, which assures that the computers and all other equipments
purchased by the Company strictly adhere to environmental standards, and they make optimum
utilization of energy.
The Company has also put in place the continuous process of identifying and replacing
in a phased manner, the machinery used like Computers, Air Conditioners and UPS etc.,
which are low in efficiency.
B. Research and Development (R&D)
The Company believes that in order to improve the quality and standards of services,
the Company should have a progressive Research and Development Process, which should keep
on increasing along with the scale of operations of the Company.
C. Technology absorption, adaptation and innovation
In this era of competition, in order to maintain and increase the clients and
customers, we need to provide best quality services to our clients and customers at
minimum cost, which is not possible without innovation, and adapting to the latest
technology available in the market for providing the services. The management of your
Company is focused on the ongoing process of technology up gradation, and reinvention of
business model of your Company, as and when required.
D. Foreign Exchange Earning and Outflow
During the year under review, there was no earning or outgoing in foreign exchange.
Cost Audit
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all
other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
Corporate Social Responsibilities (CSR)
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during any financial year shall constitute a
Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall
under the provisions of aforesaid Section; therefore, CSR Committee has not been
constituted.
Obligation of Company Under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is
required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year
Company has not received any complaint of harassment.
Secretarial Standards
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status of the Company and its future
operations.
Material Changes and Commitments Affecting the Financial Position of the Company:
There have been no material changes and commitments, 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.
Acknowledgement
The Directors would like to thank all shareholders, customers, bankers, suppliers and
everybody else with whose help, cooperation and hard work the Company is able to achieve
the results. The Directors would also like to place on record their appreciation of the
dedicated efforts put in by the employees of the Company.
For and on behalf of the Board of Directors
G-TEC JAINX EDUCATION LIMITED
(Formerly known as Keerti Knowledge & Skills Limited)
|
Mehroof Ifthikar Manalody |
Sudhakar Pandurang Sonawane |
| Place: Mumbai |
Managing Director |
Joint Managing Director |
| Date:01/07/ 2024 |
DIN:02713624 |
DIN:01689700 |
Read. Office:
Unit No. 12/A, Ninth Floor, A-Wing
Pinnacle Corporate Park, Bandra Kurla Complex,
Bandra East Mumbai MH 400051,
Maharashtra, India