| 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 | 