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Directors Report of Visu International Ltd. Company
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Directors Report of Visu International Ltd.

Mar 31, 2015

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


Mar 31, 2014

The Members

VISU INTERNATIONAL LIMITED

The Directors have pleasure in presenting you the Seventeenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2013-2014 2012-2013

Total Income 2.05 49.30

Coaching / Training Services 0 0.46

Educational Consultancy 0 36.88

Merchant Exports 1.72 10.29

Other Income 0.33 1.67

Profit /loss before Financial Charges & Depreciation (2486.25) (1550.71)

Financial Charges 50.84 209.85

Depreciation and amortisation 385.48 513.98

Net Profit/loss Before Tax (2922.57) (5173.43)

Profit /loss After Tax (2829.16) (5186.44)

Basic Earnings Per Share (Rs.) - -

PERFORMANCE

The total revenue was recorded at Rs.2,04,662 as compared to Rs.49,30,282 during the previous year and posted net loss after tax at Rs. 28,29,16,546 as against Rs. 51,86,43,664 during the previous year.

BUSINESS OVERVIEW

Education systems have forever forced the young to develop strictly the necessities - a knowledge base, and stating a preference early on. Modern education is learner-centric. It challenges conventions. Much may have changed in present decades, but education has always set the tone for the future. More and more schools have begun to adapt technology-based solutions to improve teaching quality and learning infrastructure. It is open to young perspectives.

VISU play with the introduction of various mechanisms to provide vertical and horizontal information on the global developments, and vital role in redefining the global educational space. Its redefine the future impact and available avenues to reach the goals. Its technologies driven endeavors are designed to be the potent force in leading balance to swiftly shifting education scenario. There is an increased demand for flexible educational institutes that allow students to gain knowledge in their various areas of interest.

The world is changing at a much faster pace today than one would imagine a decade ago. The way of innovations of today would go on to transform the world tomorrow. The

responsibility to shape young minds and prepare them for new world rests on Education. However your board of Directors has taken the initiative by developing necessary parallel and alternative measures for implementation for increasing the business.

DIVIDEND

To maintain liquidity, your Directors have not recommended any dividend for the reporting period.

FIXED DEPOSITS

The Company has not accepted fixed deposits as on 31st March, 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

INFORMATION REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 2014 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

a) Conservation of Energy:

Your Company is engaged in non-manufacturing activities hence, need not provide information on conservation of Energy. However, we mention that the consumption of Electrical energy for the Company is limited to air conditioning the premises, Computers systems & accessories and lighting which is low intensive in nature and does not require any specific arrangements. In spite of this, the Company has been adopting necessary measures to control the power consumption wherever applicable and to the extent required.

b) Research and Development and Technology Absorption:

Research and Development for new solutions and services, designs, frameworks, process and methodologies continue to be of top priority for us. This allows enhance the quality, productivity and customer''s satisfaction through continuous innovations. This environment creates aggravated minds to deliver efficiently and effectively thereby increasing the productivity level. Hence, to keep abreast of the challenges and competition, due importance to R & D is on.

c) Foreign Exchange Earnings and Outgo:

The Company during the reporting period has no foreign currency transactions.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2012, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report is set out as separate Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

This has been dealt with in the separate Annexure to this Report.

COMPLIANCE OF LISTING AGREEMENT

The Company is complying with the Listing Agreements from time to time. The company has paid the Annual Listing Fees. There are no listing fees dues pending.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we have 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/or of the Profit or Loss of the company for that period;

iii) we have 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 fraud and other irregularities;

iv) we have prepared the annual accounts on a going concern basis.

DIRECTORS

1. Sri B. Prabhakar Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Brief details relating to the Director to be re-appointed as stipulated under Clause 49 (VI)(A) of the listing agreement executed with the stock exchanges are furnished as an attachment to Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. P. MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for appointment as auditors of the Company. M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

We thank our customers, investors, bankers and other stakeholders for their continued support during the year. The Board wishes to place on record their appreciation of support, cooperation and assistance received from all the Central and State Government Authorities, and the employees of the company Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support.

For and on behalf of the board For VISU INTERNATIONAL LIMITED

C CHANDRASEKHAR REDDY B. PRABHAKAR REDDY Chairman-cum-Managing Director Executive Director

Place : Hyderabad Date : 02-09-2014


Mar 31, 2013

To The Members of VISU INTERNATIONAL LIMITED

The Directors have pleasure in presenting you the Sixteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31s'' March, 2013.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

Total Income 49.30 1438.22

Coaching /Training Services 0.46 414.82

Educational Consultancy 36.88 824.72

Merchant Exports 10.29 97.51

Other Income 1.67 101.15

Profit /loss before Financial Charges & Depreciation

Financial Charges 209.85 343.90

Depreciation and amortization 513.98 516.78

Net Profit/loss Before Tax (5173.43) (1402.06)

Profit/loss After Tax (5186.44) (1419.20)

Basic Earnings Per Share (Rs.) - -

PERFORMANCE

The total revenue was recorded at Rs.49.30 Lakhs as compared to Rs.1438 Lakhs during the previous year and posted net loss after tax at Rs.5186.44 Lakhs as against net loss Rs.1419 Lakhs during the previous year.

BUSINESS OVERVIEW

Education systems have forever forced the young to develop strictly the necessities - a knowledge base, and stating a preference early on. Modern education is learner-centric. It challenges conventions. Much may have changed in present decades, but education has always set the tone for the future. More and more schools have begun to adapt technology-based solutions to improve teaching quality and learning infrastructure. It is open to young perspectives.

VISU play with the introduction of various mechanisms to provide vertical and horizontal information on the global developments, and vital role in redefining the global educational space. Its redefine the future impact and available avenues to reach the goals. Its technologies driven endeavors are designed to be the potent force in leading balance to swiftly shifting education scenario. There is an increased demand for flexible educational institutes that allow students to gain knowledge in their various areas of interest.

The world is changing at a much faster pace today than one would imagine a decade ago. The way of innovations of today would go on to transform the world tomorrow. The responsibility to shape young minds and prepare them for new world rests on Education. However your board of Directors has taken the initiative by developing necessary parallel and alternative measures for implementation for increasing the business.

DIVIDEND

To maintain liquidity, your Directors have not recommended any dividend for the reporting period.

FIXED DEPOSITS

The Company has not accepted fixed deposits as on 31" March, 2013 so as to attract the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

INFORMATION REQUIRED UNDER SECTION 217(l)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

a) Conservation of Energy:

Your Company is engaged in non-manufacturing activities hence, need not provide information on conservation of Energy. However, we mention that the consumption of Electrical energy for the Company is limited to air conditioning the premises, Computers systems & accessories and lighting which is low intensive in nature and does not require any specific arrangements. In spite of this, the Company has been adopting necessary measures to control the power consumption wherever applicable and to the extent required.

b) Research and Development and Technology Absorption:

Research and Development for new solutions and services, designs, frameworks, process and methodologies continue to be of top priority for us.

This allows enhance the quality, productivity and customer''s satisfaction through continuous innovations. This environment creates aggravated minds to deliver efficiently and effectively thereby increasing the productivity level. Hence, to keep abreast of the challenges and competition, due importance to R &Dison.

c) Foreign Exchange Earnings and Outgo:

The Company during the reporting period earned foreign currency to the extent of Rs. l,95,300/-and incurred in foreign currency Rs. NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2012, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

SUBSIDIARY:

The company has one 100% Subsidiary called M/sVisu Academy Limited.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report is set out as separate Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

This has been dealt with in the separate Annexure to this Report.

COMPLIANCE OF LISTING AGREEMENT

The Company is complying with the Listing Agreements from time to time. The company has paid the Annual Listing Fees. There are no listing fees dues pending.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we have 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/or of the Profit or Loss of the company for that period;

iii) we have 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 fraud and other irregularities;

iv) we have prepared the annual accounts on a going concern basis.

DIRECTORS

1. Dr. Dennis Dunham retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Brief details relating to the Directors to be re-appointed as stipulated under Clause 49 (VI)(A) of the listing agreement executed with the stock exchanges are furnished as an attachment to Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. P. MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for appointment as auditors of the Company. M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

We thank our customers, investors, bankers and other stakeholders for their continued support during the year. The Board wishes to place on record their appreciation of support, cooperation and assistance received from all the Central and State Government Authorities, and the employees of the company Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support.

For and on behalf of the board

For VISU INTERNATIONAL LIMITED

C CHANDRASEKHAR REDDY B. PRABHAKAR REDDY

Chairman-cum-Managing Director Executive Director

Place : Hyderabad

Date : 02-09-2013


Mar 31, 2012

To The Members of VISU INTERNATIONAL LIMITED

The Directors have pleasure in presenting you the Fifteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Total Income 1438.22 1751.49

Coaching / Training Services 414.82 609.61

Educational Consultancy 824.72 960.69

Merchant Exports 97.51 173.29

Other Income 101.15 7.90

Profit /loss before Financial Charges & Depreciation (541.37) 758.76

Financial Charges 343.90 312.13

Depreciation and amortisation 516.78 346.64

Net Profit/loss Before Tax (1402.06) 99.99

Profit /loss After Tax (1419.20) 81.45

Basic Earning Per Share (Rs.) - 0.21

PERFORMANCE

The total revenue was recorded at Rs.1438 Lakhs as compared to Rs. 1751 during the previous year and posted net loss at Rs.1419 Lakhs as against profit of Rs. 81 Lakhs during the previous year.

BUSINESS OVERVIEW

Much may have changed since the mid-20th century, but education has always set the tone for the future. Education systems have forever forced the young to develop strictly the necessities - a knowledge base, and stating a preference early on. Modern education is learner-centric. It challenges conventions. It is open to young perspectives. More and more schools have begun to adapt technology-based solutions to improve teaching quality and learning infrastructure.

VISU plays a vital role in redefining the global educational space, with the introduction of various mechanisms to provide vertical and horizontal information on the global developments, its future impact and available avenues to reach the goals. Its technologies driven endeavors are designed to be the potent force in leading balance to swiftly shifting education scenario.

Now, a large number of students are approaching private institutions directly to get the most useful and guiding advice. The services by the private institutions to the students on one to one basis gained tremendous craze. There is an increased demand for flexible educational institutes that allow students to gain knowledge in their various areas of interest.

Sarva Shiksha Abhiyan (SSA) or the education for all programme is the Indian government's time-bound flagship imitative to universalise elementary education. For its implementation, partnership have been forged with state governments to address the needs of 192 million children in 1.1 million locations across India. However your board of Directors has taken the initiative by developing necessary parallel and alternative measures for implementation for increasing the business.

DIVIDEND

To maintain liquidity, your Directors have not recommended any dividend for the reporting period.

FIXED DEPOSITS

The Company has not accepted fixed deposits as on 31st March, 2012 so as to attract the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

a) Conservation of Energy:

Your Company is engaged in non-manufacturing activities hence, need not provide information on conservation of Energy. However, we mention that the consumption of Electrical energy for the Company is limited to air conditioning the premises, Computers systems & accessories and lighting which is low intensive in nature and does not require any specific arrangements. In spite of this, the Company has been adopting necessary measures to control the power consumption wherever applicable and to the extent required.

b) Research and Development and Technology Absorption:

The R & D is a continuous process for exposure to new technology in respect of software engineering, technology in related avenues and products thereof. This environment creates aggravated minds to deliver efficiently and effectively thereby increasing the productivity level. Hence, to keep abreast of the challenges and competition, due importance to R & D is on.

c) Foreign Exchange Earnings and Outgo:

The Company during the reporting period earned foreign currency to the extent of Rs. 97,51,956/- and incurred in foreign currency Rs. 2,26,763/-

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month where employed for a part of the year.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report is set out as separate Annexure to this Report. MANAGEMENT DISCUSSION AND ANALYSIS

This has been dealt with in the separate Annexure to this Report.

COMPLIANCE OF LISTING AGREEMENT

The Company is complying with the Listing Agreements from time to time. The company has paid the Annual Listing Fees. There are no listing fees dues pending.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we have 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/or of the Profit or Loss of the company for that period;

iii) we have 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 fraud and other irregularities;

iv) we have prepared the annual accounts on a going concern basis.

DIRECTORS

1. Sri R.Venkateswara Rao retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

2. Sri B. Siva Kumar Reddy, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief details relating to the Directors to be re-appointed as stipulated under Clause 49 (VI)(A) of the listing agreement executed with the stock exchanges are furnished as an attachment to Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. P. MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for appointment as auditors of the Company. M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation of support, cooperation and assistance received from all the Central and State Government Authorities, Banks and other Financial Institutions, Customers and Shareholders and the employees of the company.

For and on behalf of the board For VISU INTERNATIONAL LIMITED

C CHANDRASEKHAR REDDY B. PRABHAKAR REDDY

Chairman & Managing Director Executive Director

Place : Hyderabad Date : 01-09-2012.


Mar 31, 2010

The Directors have pleasure in presenting you the Thirteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2009-2010 2008-2009

Total Income 1487.40 3114.57

Coaching / Training Services 424.84 645.29

Educational Consultancy 908.43 510.90

Software Exports - 1625.38

Merchant Exports 147.99 301.92

Trading - 27.04

Other Income 6.14 4.04

Profit before Financial Charges & Depreciation 626.32 760.47

Financial Charges 239.91 218.53

Depreciation 284.37 226.10

Net Profit Before Tax 102.04 315.84

Profit After Tax 82.21 280.05

Basic Earning Per Share (Rs.) 0.21 0.73

PERFORMANCE

The revenue was recorded at Rs.1487 Lakhs as compared to Rs. 3115 lakhs during the previous year and posted net profit after tax at Rs.82 Lakhs as against Rs.280 Lakhs during the pervious year. Efforts are unleashed to enhance turnover and bottom line in the coming years.

BUSINESS OVERVIEW

Over the last few decades, the education sector has developed significantly with the introduction of various mechanisms to provide vertical and horizontal information on the global developments, its future impact and available avenues to reach the goals. The conventional and conservative way of approaching foreign universities has now taken back seat. Now, a large number of students are approaching private institutions directly to get the most useful and guiding advice. The services by the private institutions to the students on one to one basis gained tremendous craze. There is an increased demand for flexible educational institutes that allow students to gain knowledge in their various areas of interest.

The Institute of International Education reports that India has been the leading source of foreign students in the United States since 2000-2001. In the 2007-2008 academic years, 15 percent of all foreign students admitted were from India, corresponding to almost 95,000 people. The majority of these Indian students pursue graduate studies, as did three out of four Indian students in 2006-2007. However, the number of Indians submitting applications to US graduate schools shrunk 12 percent for the 2008-2009 school year compared with 2007-2008, according to a report from the Council of Graduate Schools, and the same trend has been continued in the year 2009-10. However your board of Directors has taken the initiative by developing necessary parallel and alternative measures for implementation for increasing the business.

POSTAL BALLOT RESOLUTIONS

The members have accorded their consent for issue of Securities/instruments in the form of Foreign Currency Convertible Bonds (FCCBs)/Global Depository Receipts (GDRs)/Qualified Institutional Placement(QIPs) and/or to Qualified Institutional Buyers (QIBs), the results of which were declared by the Chairman of the Company on 28th May, 2010.

DIVIDEND

In view of the present market conditions and to maintain liquidity, your Directors have not recommended any dividend for the reporting period.

FIXED DEPOSITS

The Company has not accepted fixed deposits as on 31st March, 2010 so as to attract the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

a) Conservation of Energy:

Your Company is engaged in non-manufacturing activities hence, need not provide information on conservation of Energy. However, we mention that the consumption of Electrical energy for the Company is limited to air conditioning the premises, Computers systems & accessories and lighting which is low intensive in nature and does not require any specific arrangements. In spite of this, the Company has been adopting necessary measures to control the power consumption wherever applicable and to the extent required.

b) Research and Development and Technology Absorption:

The R & D is a continuous process for exposure to new technology in respect of software engineering, technology in related avenues and products thereof. This environment creates aggravated minds to deliver efficiently and effectively thereby increasing the productivity level. Hence, to keep abreast of the challenges and competition, due importance to R & D is on.

c) Foreign Exchange Earnings and Outgo:

The Company during the reporting period earned foreign currency to the extent of Rs. 14,798,942/- and incurred in foreign currency Rs. 217,085/-.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the names and other particulars of employees are set as under:

Employee Designation Qualification Age Joining name Date



Dr Y. Sonia Managing MBBS 47 12.05.1997

Reddy Director



Employee Experience Gross Previous name Remuneration employment Rs. In lakhs Dr Y. Sonia Over 13 yrs 25.33 - Reddy of experience in Educational field.



REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report is set out as separate Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

This has been dealt with in the separate Annexure to this Report.

COMPLIANCE OF LISTING AGREEMENT

The Company is complying with the Listing Agreements from time to time. The company has paid the Annual Listing Fees. There are no listing fees dues pending.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we have 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/or of the Profit or Loss of the Company for that period;

iii) we have 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 fraud and other irregularities;

iv) we have prepared the annual accounts on a going concern basis.

DIRECTORS

Dr. Y. Sonia Reddy has been re-appointed as the Managing Director of the Company with efect from 1st september, 2010 for a period of 5 years and the same is being placed in the ensuing Annual General Meeting for the approval of the members.

Sri B. Siva Kumar Reddy and Sri B. Prabhakar Reddy retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief details relating to the Directors to be re-appointed as stipulated under Clause 49 (VI)(A) of the listing agreement executed with the stock exchanges are furnished as an attachment to Notice of the ensuing Annual General Meeting.

AUDITORS:

M/s. P. MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for appointment as auditors of the Company. M/s.P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation of support, cooperation and assistance received from all the Central and State Government Authorities, Banks and other Financial Institutions, Customers and Shareholders and the employees of the company.

For and on behalf of the Board

For VISU INTERNATIONAL LIMITED

C. CHANDRA SEKHAR REDDY Dr. Y. SONIA REDDY

Chairman Managing Director

PLACE : HYDERABAD. DATE : 02-09-2010.

 
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