We have audited the standalone financial statements of Virtual Global Education Limited
(“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, and the
Standalone Statement of Profit and Loss (including other comprehensive income), Standalone
Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024 and profit and other comprehensive income, changes in equity
and its cash flows for the year ended on that date subject to the matters described under “ Basis
for Qualified Opinion” section of our report
Basis for Qualified Opinion
a) . We draw attention that the company has earned "other income" amounting to
Rs.67,06,468/- as interest on loan by lending money to the third parties which is
out of the charter/ main objectives of Memorandum of Association of the
company.
b) . We draw attention that investment in equity shares (unquoted) under the head
“Non Current Investment” amounting to Rs.39,50,000/- out of which
Rs.37,50,000/- should be considered as impairment loss as per INDAS-36. The
investment in unquoted shares of Prem Color Chem Pvt Ltd., Vishesh Developers
Pvt Ltd doesn't have the name of Virtual Global Education Limited as shareholder
in their shares holders list provided by the management to us. The investment in
Rock Eagle Portfolio Services Pvt Ltd. is not recoverable since company has been
struck off in Registrar of Companies since 2019 as per Ministry of Corporate
Affairs. Adhunik Technology Pvt. Ltd has negative reserves resulting in a negative
fair value and thus investment cannot be recovered.
c) We draw attention that the Advance given for development of project under the
head “Other Non-Current Assets” amounting to Rs.21,23,87,156/-, is subject to
confirmation/ reconciliation. However management has explained us that the amount
is recoverable standing in the books of account. We are unable to validate the
assertion of recoverability in the absence of any independent report by the competent
agency & the uncertainty of presumption of future operations/ results of operations
thereafter. Also in the absence of underlying documents like
agreements/confirmations/contracts, we are unable to comment on the completeness
of the same..
d) In the absence of appropriate evidence and underlying documents like third party
confirmations, details, breakup of Training Expenses Payable under the head “Other
Non-Current Liabilities” amounting to Rs.10,61,66,195/-, we are unable to comment
on the sufficiency and appropriateness of the payable amount . Advance given for
development of project ” under the head other non current Assets amounting to Rs
96,77,974/- has been adjusted with Training Expenses Payable without any
justification/confirmation made available to us by the management.
e) We draw your attention that in the absence of Fixed Asset Register and no physical
verification report by the management / third party, we are unable to comment on the
existence of the Fixed Assets.
f ) We draw your attention that “M/s. MKY Constructions Pvt. Ltd.” included under the
head “Loans and Advances” (Non-Current Assets) amounting to Rs.1,69,06,352/- had
filed for insolvency (Insolvency And Bankruptcy Code 2016). During the year Rs
65,398/-has received by virtue of Liquidation order passed by NCLT. Rest Amount of
Rs 1,70,79,959/- has been debited in Profit & Loss account during the year. No
provision/adjustments are made in the books of accounts as the amount is doubtful
debts in earlier years .
g ) We draw your kind attention on that during the year Company has given a Advance
amounting to Rs. 5,34,21,670/- to M/s Witness Developers & Promoters Private Limited
for purchase of Land at Gurugram Haryana .In the absence of appropriateness of
documents like agreements/confirmations/contracts, we are unable to comment on the
completeness of the same.
h ) We draw your kind attention that company has paid Rs 4,57,394/- debited to Profit &
Loss account being Prior Period expenses and no provision was made in earlier‘s years.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Key Audit Matters
The audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Note 25(c) to the Standalone Financial Statements- “Provision for Contingencies” as at March
31, 2024, the Company has exposures towards litigations relating to various matters as set out
in the aforesaid Notes.
Significant management judgment is required to assess such matters to determine the
probability of occurrence of material outflow of economic resources and whether a provision
should be recognized, or a disclosure should be made. The management judgment should also
supported with legal advice in certain cases as considered appropriate.
As the ultimate outcomes of the matters are uncertain and the positions taken by the
management are based on the application of their best judgment relating to interpretation of
law regulations, it is considered to be a Key Audit Matter.
Other Information
The Company’s management and Board of Directors are responsible for the other information.
The other information comprises the information included in the Company’s annual report, but
does not include the standalone financial statements and our auditors’ report thereon.
Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statement or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these IND AS financial
statements that give a true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards(IND AS) specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.
Auditor’s Responsibility
Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of user taken on basis of these standalone financial
statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
i. Identify and access the risk of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risk, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
ii. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to standalone financial statements in
place and the operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
iv. Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
v. Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguard.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other
comprehensive income), the statement of change in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account,
subject to the matter described under “basis for qualified opinion” section of our
report.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March
31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164 (2) of the Act.
f) According to the information and explanation given to us, the company had paid
remuneration in excess of the limits prescribed under Section 197 read with
Schedule V of the Companies Act.2013 and without obtaining consent of the
shareholders and also not accorded prior approval of Banks/Financial Institutions in
case of default of principal/interest obligations, which is in contravention of the said
section.
g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”.
3. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial statements-
Refer Note 25(c) to the financial statements ;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
iv. (a) The management has represented that to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other persons or entities including foreign entities
(intermediaries) with the understanding whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or indirectly lend or invested in other person or
entities identified in any manner whatsoever by or on behalf of the Company (ultimate
beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate
beneficiaries’
(b) the management has represented that to the best of its knowledge and belief other than as
disclosed in the notes to the accounts, no funds have been received by the company from
any person or entities including foreign entities (funding parties) with the
understanding, whether recorded in writing or otherwise, that the company shall whether
directly or indirectly lend or invest in other person or entities identified in any manner
whatsoever by or on behalf of the funding party (ultimate beneficiaries) or provide any
Guarantee, security or the like on behalf of the ultimate beneficiaries and
(c) based on such audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that
representations, as provided under (a) and (b) above, contain any material misstatement.
D) Based on our examination,which included test checks, the company has used accounting
software for maintaining its books of accounts for financial year ended March 31st 2024
, Which has feature of recording Audit Trails (Edit Log ) facility and same has operated
through out the year for all relevent transaction recorded in the software. Further during
the course of the our audit we did not come across any instance of the audit trails
features be tempered with.
For Asha & Associates
Chartered Accountants
FRN:024773N
SD/-
CA Asha Taneja
M.No. 096107
UDIN: 24096107BKFNHB2153
Place: New Delhi
Date: 28.05.2024
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