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Visu International

BSE: 590038|NSE: VISUINTL|ISIN: INE965A01016|SECTOR: Computers - Software Medium & Small
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Visu International is not traded in the last 30 days
Visu International is not traded in the last 30 days
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Board of Directors take pleasure in presenting their Report along
 with the Audited Accounts of the Company for the year ended 31stMarch,
 2015.
 
 FINANCIAL HIGHLIGHTS:
 
                                                             (in lakhs)
 
 Particulars                                          Stand Alone
 
 Financial Performance                         2014-15          2013-14
 
 Revenues                                            0             1.72
 
 Total Income                                        0             1.72
 
 Identifiable operating expenses                 83.12          2488.30
 
 Depreciation                                        -           385.48
 
 Profit or Loss for the year before
 interest                                      (83.12)        (2872.06)
 
 Add : Other income                               0.60             0.33
 
 Less : Interest expenses                         0.43            50.83
 
 Net profit before Tax                         (82.96)        (2829.16)
 
 Provision for taxation                              -                -
 
 Prior period items                                  -                -
 
 Net profit after taxes and before
 exception items                               (82.96)        (2829.16)
 
 Exceptional Items                                   -                -
 
 Profit/(Loss) for the Period                  (82.96)        (2829.16)
 
 Particulars                                         Consolidated
 
 Financial Performance                         2014-15          2013-14
 
 Revenues                                     1,128.36          1096.79
 
 Total Income                                 1,128.96          1096.79
 
 Identifiable operating expenses               1165.70          3485.03
 
 Depreciation                                    34.14           394.75
 
 Profit or Loss for the year before
 interest                                      (71.47)        (2388.23)
 
 Add : Other income                               0.60             0.84
 
 Less : Interest expenses                         5.20            54.78
 
 Net profit before Tax                         (76.08)        (2836.92)
 
 Provision for taxation                              -            16.81
 
 Prior period items                                  -                -
 
 Net profit after taxes and before
 exception items                               (76.08)        (2770.85)
 
 Exceptional Items                                   -                -
 
 Profit/(Loss) for the Period                  (76.08)        (2770.85)
 
 The Consolidated Total Revenue was recorded at Rs.1128.36 in lakhs as
 compared to Rs. 1096.79 lakhs, during the previous year and posted net
 loss after tax at Rs.76.08 in lakhs as against net loss Rs. 2770.85
 during the previous year.
 
 DIVIDEND:
 
 To maintain liquidity, your Directors have not recommended any dividend
 for the reporting period.
 
 MANAGEMENT DISSCUSSION AND ANALYSIS REPORT
 
 A Management Discussion and Analysis Report for the year under review
 as stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges is presented in a separate section forming part of the Annual
 Report.
 
 SUBSIDIARY:
 
 The company has following subsidiary:
 
 Direct subsidiary:
 
 M/s Visu Academy Limited, India
 
 Pursuant to Ministry of Corporate Affair''s Circular No. 2/2011 dated
 08.02.2011, since the company is presenting consolidated financial
 statement of Holding and Subsidiary companies, the individual financial
 statements of the subsidiary are not presented separately.
 
 The consolidated financial statement has been prepared in strict
 compliance with applicable Accounting Standards and, where applicable,
 Listing Agreement as prescribed by the Security and Exchange Board of
 India. The company do undertake that annual report that annual accounts
 of the subsidiary companies and the related detailed information shall
 be made available to shareholders of the holding and subsidiary
 companies seeking such information at any point of time. Annual
 accounts of the subsidiary companies are also kept for inspection by
 any shareholders in the head office (i.e., Registered Office) of the
 company and of the subsidiary companies.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any Fixed Deposits during the year within
 the meaning of Section 76 of the Companies Act, 2013 and the Rules made
 there under.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Clause (c) of Subsection (3) of Section
 134 of the Companies Act, 2013, the directors hereby confirm that:
 
 * In preparation of the annual accounts, the applicable Accounting
 Standards had been followed along with proper explanation relating to
 material departures.
 
 * The Directors had 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 or loss
 of the Company for that period.
 
 * The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities.
 
 * The Directors had prepared the annual accounts on a going concern
 basis.
 
 * The Directors had laid down internal financial controls to be
 followed by the company and such internal financial controls are
 adequate and were operating effectively. *
 
 * The Directors had devised proper systems to ensure the compliance of
 all applicable laws and that such systems were adequate and operating
 effectively
 
 CORPORATE GOVERNANCE:
 
 Corporate governance, as required under amended Clause 49 of the
 listing Agreement with the Stock Exchanges, a Certificate of Compliance
 of Corporate Governance from the company secretary in whole time
 practice is annexed and forms part of this Directors Report.
 
 BUSINESS RESPONSIBILITY REPORT
 
 As stipulated under the Listing Agreement, the Business Responsibility
 report describing the initiatives taken by the Company from
 environmental, social and governance perspective is attached as part of
 the Annual Report.
 
 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
 
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm''s length basis.  During the year, the
 Company had not entered into any contract / arrangement / transaction
 with related parties which could be considered material in accordance
 with the policy of the Company on materiality of related party
 transactions.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s website www.visuglobaledu.com
 
 RISK MANAGEMENT
 
 During the year, your Directors have constituted a Risk Management
 Committee which has been entrusted with the responsibility to assist
 the Board in (a) Overseeing and approving the Company''s enterprise wide
 risk management framework; and (b) Overseeing that all the risks that
 the organization faces such as strategic, financial, credit, market,
 liquidity, security, property, IT, legal, regulatory, reputational and
 other risks have been identified and assessed and there is an adequate
 risk management infrastructure in place capable of addressing those
 risks. A Group Risk Management Policy was reviewed and approved by the
 Committee.
 
 The Company managers, monitors and reports on the principal risks and
 uncertainties that can impact its ability to achieve its strategic
 objectives. The Company''s management systems, organisational
 structures, processes, standards, code of conduct and behaviours
 together form the Reliance Management System (RMS) that governs how the
 Group conducts the business of the Company and manages associated risks
 
 The Company has introduced several improvements to Integrated
 Enterprise Risk Management, Internal Controls Management and Assurance
 Frameworks and processes to drive a common integrated view of risks,
 optimal risk mitigation responses and efficient management of internal
 control and assurance activities. This integration is enabled by all
 three being fully aligned across Group wide Risk Management, Internal
 Control and Internal Audit methodologies and processes
 
 INTERNAL FINANCIAL CONTROLS
 
 The Company has in place adequate internal financial controls with
 reference to financial statements. During the year, such controls were
 tested and no reportable material weakness in the design or operation
 were observed.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Board has expressed its deep condolences for the sad demise of Chairman
 of the company Sri. C C Reddy, on 6th October 2014 and places on record
 a deep appreciation for the valuable services rendered by the Chairman
 who is the founder promoter of the Company.  During most difficult
 phase of economic recession he steered the company to success.
 
 In accordance with the provisions of the Act and the Articles of
 Association of the Company, Shri Dennis Paul Dunham Director of the
 Company, retire by rotation at the ensuing Annual General Meeting and
 being eligible offered himself for re-appointment.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet the criteria of
 independence as prescribed both under the Act and Clause 49 of the
 Listing Agreement with the Stock Exchanges.
 
 The Company has devised a Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which include criteria for performance evaluation of the non-executive
 directors and executive directors.
 
 The Company had engaged consultant for looking at the best practices
 prevalent in the industry and advising with respect to evaluation of
 Board members. On the basis of recommendations of the consultants and
 the Policy for performance evaluation of Independent Directors, Board,
 Committees and other individual Directors, a process of evaluation was
 followed by the Board for its own performance and that of its
 Committees and individual Directors.
 
 The details of programmes for familiarisation of Independent Directors
 with the Company, their roles, rights, responsibilities in the Company,
 nature of the industry in which the Company operates, business model of
 the Company and related matters are put up on the website of the
 Company at www.visuglobaledu.com
 
 The following policies of the Company are attached herewith marked as
 Annexure IIIA and Annexure IIIB:
 
 a) Policy for selection of Directors and determining Directors
 independence; and
 
 b) Remuneration Policy for Directors, Key Managerial Personnel and
 other employees.
 
 AUDITORS AND AUDITORS'' REPORT Statutory Auditors:
 
 M/s. P. Murali & Co, Chartered Accountants, Statutory Auditors of the
 Company, hold office till the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment.  They have confirmed their
 eligibility to the effect that their re-appointment, if made, would be
 within the prescribed limits under the Act and that they are not
 disqualified for re-appointment.
 
 The Notes on financial statement referred to in the Auditors'' Report
 are self-explanatory and do not call for any further comments. The
 Auditors'' Report does not contain any qualification, reservation or
 adverse remark.
 
 Secretarial Auditor
 
 The Board has appointed M/s. Jaipal Reddy.N & Associates, Company
 Secretaries, situated at #3-4-1013/2/3, ICICI Bank Lane, Barkat Pura,
 Hyderabad, 500 027 to conduct Secretarial Audit for the financial year
 2014-15. The Secretarial Audit Report for the financial year ended
 March 31, 2015 is annexed herewith marked as Annexure V to this Report.
 The Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark
 
 DISCLOSURES:
 
 Audit Committee
 
 The Audit Committee comprises Independent Directors namely K.V.S
 Mallikarjuna (Chairman), Mr. S. Muralidhara Reddy and Mr. B.
 Prabhakrara Reddy as other members. All the recommendations made by the
 Audit Committee were accepted by the Board.
 
 Vigil Mechanism
 
 The Vigil Mechanism of the Company, which also incorporates a whistle
 blower policy in terms of the Listing Agreement, includes an Ethics &
 Compliance Task Force comprising senior executives of the Company.
 Protected disclosures can be made by a whistle blower through an
 e-mail, or dedicated telephone line or a letter to the Task Force or to
 the Chairman of the Audit Committee. The Policy on vigil mechanism and
 whistle blower policy may be accessed on the Company''s website at
 www.visuglobaledu.com
 
 Meetings of the Board
 
 Six Meetings of the Board of Directors were held during the year. For
 further details, please refer report on Corporate Governance page of
 this Annual Report.
 
 APPROVAL FOR SALE OF SHARES of wholly owned subsidiary
 
 Board of Directors of the company at its meeting held on 15th June,
 2015 has, approved to sell of 100% stake in its wholly owned subsidiary
 namely VISU ACADEMY LIMITED. In this regard, company has proposed the
 postal Ballot to obtain the approval of the members by way of special
 Resolution. The Notice along with postal Ballot was sent to the members
 for their assent on or before 17th Sept 2015 and the result of the same
 shall be declared by chairman on 20th Sept 2015.
 
 PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND
 SECURITIES PROVIDED
 
 During the year your company did not make any Investments, give Loans
 and Provide Guarantee.
 
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUT GO
 
 The particulars relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required to be
 disclosed under the Act, are provided in Annexure VI to this Report.
 
 EXTRACT OF ANNUAL RETURN
 
 Extract of Annual Return (MGT-9) of the Company is annexed herewith as
 Annexure VII to this Report.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
 
 There are No employees who fall within the provisions of Section
 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
 
 GENERAL
 
 Your Directors state that no disclosure or reporting is required in
 respect of the following items as there were no transactions on these
 items during the year under review:
 
 1.  Details relating to deposits covered under Chapter V of the Act.
 
 2.  Issue of equity shares with differential rights as to dividend,
 voting or otherwise.
 
 3.  Issue of shares (including sweat equity shares) to employees of the
 Company under any scheme save and except ESOS referred to in this
 Report.
 
 4.  Neither the Managing Director nor the Whole-time Directors of the
 Company receive any remuneration or commission from any of its
 subsidiaries.
 
 5.  No significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Company''s
 operations in future.
 
 Your Directors further state that during the year under review, there
 were no cases filed pursuant to the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co- operation received from the financial institutions,
 banks, Government authorities, customers, vendors and members during
 the year under review. Your Directors also wish to place on record
 their deep sense of appreciation for the committed services by the
 Company''s executives, staff and workers. For and on behalf of the Board
 of Directors
 
                                       For and on behalf of the Board
 
                                                  B. PRABHAKARA REDDY
                                             Executive Director & CEO
 Place : Hyderabad
 Date : 05-09-2015
Source : Dion Global Solutions Limited
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