The Board of Directors take pleasure in presenting their Report along with the AuditedAccounts of the Company for the year ended 31st March 2016.
|FINANCIAL HIGHLIGHTS: || || |
| || ||(in lakhs) |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Total Income (Other Income) ||292.20 ||0.60 |
|Total Expenditure ||1977.94 ||83.56 |
|Provision for Tax ||0 ||0 |
|Net Profit / loss ||(1685.74) ||(82.96) |
THE COMPANYS PRODUCTS / SERVICES
Your company is a no.1 choice for students for taking specialized coaching to appearfor pre-requisite test like GRE GMAT SAT TOEFL and IELTS. It gives immense confidenceand faith to Students and parents. This is the driving force of our success
Your company has registered a total (other) income of Rs. 292.20 lakhs for 2015-16 ascompared to Rs. 0.60 lakhs for 2014-15 and the company posted a net loss of Rs.1685.74lakhs for 2015-16 as compared to Rs. 82.96 lakhs for 2014-15.
The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.
BUSINESS RISK MANAGEMENT
Your company is committed for the Risk Management which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Companysenterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Group Risk Management Policy was reviewed and approved by theBoard.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 except the remuneration to managerial personnel thereis no other related party transactions to be disclosed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2016 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non-availability of the correct particulars.
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the provision of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the StatutoryAuditors confirming compliance is set out in the Annexure forming part of thisreport.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
(a) Conservation of Energy: Not Applicable
(i) the steps taken by the company for utilising alternate sources of energy -Nil (ii)the capital investment on energy conservation equipments - Nil (b) (i) TechnologyAbsorption adaptation and innovation:- Indigenous Technology is involved for themanufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout.
(c) Foreign exchange earnings: Nil (d) Foreign exchange out go: Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
M/s. P. Murali & Co. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. The said Auditors have furnished the Certificate of their eligibility forre-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules framed thereunder.
Accordingly the statutory auditor of the Company was reappointed from the conclusion ofthe previous AGM till the conclusion of the AGM to be held in the year 2017 subject toratification of their appointment at the subsequent AGMs.
SALE OF SUBSIDIARY
During the period under review the company has sold its wholly owned subsidiary (VisuAcademy Limited) together its Brand name "VISU" after obtaining the approvalfrom the members of the Company through postal ballot. Based on the report of thescrutinizer the result of postal ballot was declared by the Chairman on 19thSeptember 2015 and the same was duly intimated to BSE & NSE.
CHANGE OF NAME OF THE COMPANY
During the period under review the company has changed its name from VisuInternational Limited to M/s. Ed & Tech International Limited after obtainingnecessary approval of members through postal ballot. Based on the report of thescrutinizer the result of postal ballot was declared by the Chairman on 16thFebruary 2016 and the same was duly intimated to BSE & NSE.
An application has been made to BSE & NSE (where the securities of the company arelisted) for their approval to give effect to the change of name of the company and thesame is pending for action.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board met five times during the financial year 2015-2016.
The dates on which the above Board meetings were held are as follows;
29th May 2015 15th June 2015 16th July 2015 14thAugust 2015 5th September 2015 12th October 2015 14thNovember 2015 2nd December 2015 1st January 2016 and 13thFebruary 2016.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2016 and of the profit and loss of the company for thatperiod;
c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d. that the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year ended March 31 2016 the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR)Regulations 2015. The policy on determining material unlisted subsidiary of the Company isapproved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mr. KVSMallikarjuna Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015 the Company has formulateda programme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Key Managerial Personnel
Sri. K Yedukondalu Chief Financial Officer is the Key Managerial Personnel of theCompany in accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons (exceptremuneration) which may have a potential conflict with the interest of the Company atlarge. The same was discussed by the Audit Committee as also the Board. The policy onRelated
Party Transactions as approved by the Board. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the BoardsReport.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Boards Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.
Your Directors place on record their appreciation of the continuous assistance andcooperation extended to your Company by the valued customers bankers Reserve Bank IndiaSEBI Bombay Stock Exchange Limited & National Stock Exchange of India Limited and allother regulatory Authorities. The Directors also sincerely acknowledge the significantcontributions made by all the employees for their dedicated services to the Company.
| ||For and on behalf of the board |
| ||For Ed & Tech International Limited |
| ||(formerly known as Visu International Ltd) |
| ||B Prabhakara Reddy S Muralidhar Reddy |
| ||CEO & Executive Director Director |
|PLACE: Hyderabad. ||K Yedukondalu |
|DATE: 29.08.2016 ||Chief Financial Officer |