Ed & Tech International Ltd.
|BSE: 590038||Sector: IT|
|NSE: VISUINTL||ISIN Code: INE965A01016|
|BSE 00:00 | 04 Mar||Ed & Tech International Ltd|
|NSE 05:30 | 01 Jan||Ed & Tech International Ltd|
|BSE: 590038||Sector: IT|
|NSE: VISUINTL||ISIN Code: INE965A01016|
|BSE 00:00 | 04 Mar||Ed & Tech International Ltd|
|NSE 05:30 | 01 Jan||Ed & Tech International Ltd|
To the Members of
M/s. Ed & Tech International Limited Hyderabad Telangana India
The Directors have pleasure in presenting before you the 23rd DirectorsReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2020. The Company's performance is summarized below:
1. Financial summary/highlights:
The performance during the period ended 31st March 2020 has been as under:(Amount inRs.)
2. Review of operations:
During the year under review the Company has recorded an income of Rs. Nil and loss ofRs. 11895832 as against the income of Rs.Nil Lakhs and loss of Rs. 1084716 in theprevious financial year ending 31.03.2018.
Keeping the Company's growth plans in mind your Directors have decided not torecommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.
5. Material changes & commitment affecting the financial position of thecompany:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
6. Significant & material orders passed by the regulators or courts ortribunals:
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2020.
8. Revision of financial statements:
There was no revision of the financial statements for the year under review.
9. Details of utilization of funds:
During the year under review the Bank has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
10. Details of Nodal Officer:
The Company has designated Mr. Prabhakar Reddy as a Nodal Officer for the purpose ofIEPF
11. Change in the nature of business if any:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
12. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March31 2020 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet. Since the Company has not accepted anydeposits during the Financial Year ended March 31 2020 there has been no non -compliance with the requirements of the Act.
13. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.
14. Companies which have become or ceased to be subsidiaries:
None of the companies have become or ceased to become the subsidiaries joint venturesor associates' company to M/s. Ed & Tech International Limited during the year2019-20.
15. Subsidiary companies:
The company does not have any subsidiaries/Associate companies.
16. Independent directors familiarization programmes:
The familiarization program aims to provide the Independent Directors with the scenariowithin the software technology/services the socio-economic environment in which theCompany operates the business model the operational and financial performance of theCompany significant development so as to enable them to take well-informed decisions intimely manner. The familiarization programme also seeks to update the Directors on theroles responsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is hosted on your Company'swebsite and its web link is http://www.visuintl.com
17. Board Evaluation
The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to variousprovisions under the Act Regulation 17 19 and Schedule II of the Listing Regulations the SEBI circular dated January 5 2017 circular dated January 10 2019 which providesfurther clarity on the process of Board Evaluation ("SEBI Guidance Note") andSEBI circular dated February 5 2019.
The Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors on the basis of a structuredquestionnaire which comprises evaluation criteria taking into consideration variousperformance related aspects.
The procedure followed for the performance evaluation of the Board Committees andindividual Directors is enumerated in the Corporate Governance Report.
18. Number of Board the Meetings:
During the year Four (4) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. The date(s) of the BoardMeeting attendance by the directors are given in the Corporate Governance Report formingan integral part of this report.
19. Audit Committee Recommendations:
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
20. Committees of the Board
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship and Risk Management Committee. Brief details pertaining to composition termsof reference meetings held and attendance thereat of these Committees during the year hasbeen enumerated in Corporate Governance report.
21. Directors and key managerial personnel:
As on date of this report the Company has Six Directors out of those four areIndependent Directors and one Executive Director and one Woman Non-executive Director.
a) Appointment / Re-Appointment of Directors of the Company:
(i) Pursuant to provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 Mrs. C. Sophia Reddy(DIN 01979550) is liable to retire by rotation at the ensuing 23rd Annual General Meetingand being eligible offers herself for re-appointment
(ii) Appointment of Mr. S. Praveen and Mr. K. Siva Kumar Non Executive IndependentDirectors of the company with effect from November 11 2020 to November 10 2025;Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") with respect to Directors seeking appointment at theMeeting is in part of Notice.
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2019-20
Mr. B. Prabhakara Reddy Executive Director of the company.
Mr. Mr. C.C.Vema Reddy Chief financial officer of the company.
22. Statutory audit and auditors report:
The Auditors Report given by M/s. M.M. Reddy& Co Chartered Accountants StatutoryAuditor on the financial statements of the Company for the year ended March 31 2020forms part of the Annual Report.
The Auditor's Report does not contain any qualification reservation or adverse remark.
M/s. M.M. Reddy& Co. Chartered Accountants was appointed as a statutory auditor atthe Annual General Meeting held on September 30 2017 for a term of Three (3) years fromthe conclusion of the 20th annual general meeting till the conclusion of 23rdannual general meeting.
The Audit Committee and the Board at their meeting held on May 30 2020 approved there-appointment of M/s. M.M. Reddy& Co. Chartered Accountants as a statutory auditorfor a second term of five (5) years i.e from conclusion of the 23rd annualgeneral meeting till the conclusion of 28th annual general meeting.
The necessary resolution(s) seeking your approval for their appointment as jointstatutory auditors are included in the notice of the ensuing annual general meeting alongwith brief credentials and other necessary disclosures required under the Act and theRegulations.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.
23. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis by Mr.V.Venkata Narayana the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed Mr.V.Venkata Narayana Chartered Accountant Hyderabad asInternal Auditors for the Financial Year 2020-21.
24. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed Ms. Aakansha Practicing CompanySecretary (CP No. 20064) as the Secretarial Auditor of the Company for conducting theSecretarial Audit for financial year ended March 31 2020
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted is at the same thatthe company.
a. The company has not provided the remote e-voting facility to its shareholders for22nd Annual General Meeting held on 30.09.2019
b. The company has not appointed company secretary during the financial year 2019-20
c. Non-Payment of Annual Listing Fees for Financial Year 2019-20.
d. The company has not complied Regulation 46 of SEBI (LODR) Regulations: Maintenanceof functional website.
e. The company has not complied Regulation 47(1)(b) of SEBI (LODR) Regulations 2015 -Advertisements in Newspaper.
f. As on 31.03.2020 the company is under process of making the application to NSE forrevocation of suspension.
The Secretarial Audit was carried out by Ms. Aakansha Company Secretary (CP No. 20064)for the financial year ended March 31 2020. The Report given by the Secretarial Auditoris annexed herewith and forms integral part of this Report.
25. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder. Further Secretarial ComplianceReport dated May 30 2019 was given by M/s. S.S. Reddy & Associates PracticingCompany Secretary which was submitted to Stock Exchanges within 60 days of the end of thefinancial year.
26. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
27. No Frauds reported by statutory auditors
During the Financial Year 2018-19 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
28. Declaration by the Company
The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on March 31 2020.
29. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil 2. Foreign Exchange Outgo: Nil
30. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e ) read with schedule V Part B of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the stock exchange in India is annexedherewith as Annexure- K to this report.
31. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.
32. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from theCompany's Auditors confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance
33. Extract of Annual Return:
As provided under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 and Pursuant to Notification GSR 538(E) dated 28.08.2020 and Sections 92 & 134(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inForm MGT-9 is available on the Company's website URL: https://www.visuintl.com
34. Authorised and paid up capital of the company:
The authorized capital of the company stands at 520000000 /- divided into 52000000equity shares of Rs.10/- each and the company's paid up capital at 383300000 dividedinto 38330000 equity shares of 10/- each.
35. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations attached as Annexure H.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the PIDs of the Company have registered themselves with the IndiaInstitute of Corporate Affairs (IICA) Manesar and have included their names in thedatabank of Independent Directors within the statutory timeline. They have also confirmedthat they will appear for the online proficiency test within a period of one yearwherever applicable.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).
36. Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March2020 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as on 31 March 2020 and of the profitand loss of the Company for the financial year ended 31 March 2020; c) proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
37. Secretarial Standards:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
The properties and assets of your Company are adequately insured.
39. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and welldefined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
40. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is on the website of the Company.
The policy provides for adequate safeguards against the victimisation of eth employeeswho use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.
41. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
42. Particulars of loans guarantees:
The Company has not availed any facilities of Credit and Guarantee.
43. Related Party Transactions:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2018-19 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- D to thisreport.
44. Policy on directors appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.visuintl.com
45. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure F to this Report.
The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of section 136 ofthe Companies Act 2013 the said annexure is open for inspection at the registered officeof the Company during the working hours. Any member interested in obtaining a copy of thesame may write to the Company.
46. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016.
No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.
47. Failure to implement corporate actions:
During the year under review no corporate actions were done by the Company.
48. Non-executive directors compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
49. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
50. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects
51. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report.
52. Prevention of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace. Thisis in line with provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH Act') and the Rules made thereunder. Withthe objective of providing a safe working environment all employees (permanentcontractual temporary trainees) are covered under this Policy. The policy is availableon the website at www.visuintl.com.
As per the requirement of the POSH Act and Rules made thereunder the Company hasconstituted an Internal Committee at all its locations known as the Prevention of SexualHarassment (POSH) Committees to inquire and redress complaints received regarding sexualharassment. During the year under review there were no Complaints pertaining to sexualharassment.
53. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection Fund during theyear under review
54. Code of conduct for the prevention of insider trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities. The Insider Trading Policy of theCompany covering code of practices and procedures for fair disclosure of unpublished pricesensitive information and code of conduct for the prevention of insider trading isavailable on our website https://www.visuintl.com
55. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 20th Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.
56. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.b. Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except ESOS referred to in this Report. c. Neither the Managing Directornor the Whole-time Directors of the Company receive any remuneration or commission fromany of its subsidiaries.
57. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSE NSDL CDSL ICICI Bank Kotak Mahindra Bank and State Bank of Indiaetc. for their continued support for the growth of the Company.