Ed & Tech International Ltd
Directors Reports
To the Members of
M/s. Ed & Tech International Limited
Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and
operations of your Company (‘the Company') along with the audited
"Financial statement for the "Fiscal Year ended March 31, 2021.
1. Financial summary/highlights:
The performance during the period ended 31st March, 2021 has been as
under:
(Amount in Rs.)
| Particulars |
2020-21 |
2019-20 |
| Turnover/Income (Gross) |
- |
- |
| Other Income |
4,00,97,888 |
- |
| Profit/loss before Depreciation, Finance Costs, |
1,64,16,911 |
(1895832) |
| Exceptional items and Tax Expense |
|
|
| Less: Depreciation/ Amortisation/ Impairment |
- |
- |
| Profit /loss before Finance Costs, Exceptional items and Tax
Expense |
- |
- |
| Less: Finance Costs |
1,64,68,241 |
(1895832) |
| Profit /loss before Exceptional items and Tax Expense |
- |
- |
| Add/(less): Exceptional items |
- |
- |
| Profit /loss before Tax Expense |
(51,330) |
(1895832) |
| Less: Tax Expense (Current & Deferred) |
- |
- |
| Profit /loss for the year (1) |
- |
- |
| Total Comprehensive Income/loss (2) |
- |
- |
| Total (1+2) |
- |
- |
| Balance of profit /loss for earlier years |
- |
- |
| Less: Transfer to Debenture Redemption Reserve |
- |
- |
| Less: Transfer to Reserves |
- |
- |
| Less: Dividend paid on Equity Shares |
- |
- |
| Less: Dividend paid on Preference Shares |
- |
- |
| Less: Dividend Distribution Tax |
- |
- |
| Balance carried forward |
(51,330) |
(18,95,832) |
2. Review of operations:
During the year under review, the Company has recorded an income of Rs.
4,00,97,888 and loss of Rs. 51,330 as against the income of Rs. Nil Lakhs and loss of Rs.
18,95,832 in the previous financial year ending 31.03.2020.
3. Dividend:
Keeping the Company's growth plans in mind, your directors have
decided not to recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act,
2013, the company has not proposed to transfer any amount to general reserves account of
the company during the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor
Relations engagement with International and Domestic investors through structured
conference-calls and periodic investor/analyst interactions like individual meetings,
participation in investor conferences, quarterly earnings calls and analyst meet from time
to time. The Company ensures that critical information about the Company is available to
all the investors, by uploading all such information on the Company's website.
6. Material changes & commitment affecting the financial
position of the company:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred during the end of the Financial Year
of the Company to which the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or
courts or tribunals:
No significant or material orders have been passed against the Company
by the Regulators, Courts or Tribunals, which impacts the going concern status and
company's operations in future.
8. 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 and Education and Protection Fund for the financial year ended 31st March
2021.
9. Details of Nodal Officer:
The Company has designated Mr.B.Prabhakar Reddy as a Nodal Officer for
the purpose of IEPF.
10. Details of utilization of funds:
During the year under review, the Bank has not raised any funds through
Preferential Allotment or Qualified Institutions Placement as specified under Regulation
32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
11. Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government
During the Year, no amount of dividend was unpaid or unclaimed for a
period of seven years and therefore no amount is required to be transferred to Investor
Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
12. Change in the nature of business, if any:
During the period under review and the date of Board's Report
there was no change in the nature of Business.
13. Revision of financial statements:
There was no revision of the financial statements for the year under
review.
14. Deposits from public:
The Company has not accepted any public deposits during the Financial
Year ended March 31, 2021 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
15. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 mandate that the transfer, except transmission and transposition of securities shall
be carried out in dematerialized form only with effect from 1st April 2019. In view of the
numerous advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the facility of dematerialization
from either of the depositories. The Company has, directly as well as through its RTA,
sent intimation to shareholders who are holding shares in physical form, advising them to
get the shares dematerialized.
16. Subsidiary companies:
The company does not have any subsidiaries/Associate companies
17. Companies which have become or ceased to be subsidiaries:
None of the companies have become or ceased to become the subsidiaries,
joint ventures or associates' company to M/s. Ed & Tech International Limited
during the year 2020-21.
18. Independent director is familiarization Programmes:
The familiarization program aims to provide the Independent Directors
with the scenario within the software technology/services, the socio-economic environment
in which the Company operates, the business model, the operational and financial
performance of the Company, significant development so as to enable them to take
well-informed decisions in timely manner. The familiarization programme also seeks to
update the Directors on the roles, responsibilities, rights and duties under the Act and
other statutes. The policy on Company's familiarization programme for Independent
Directors is hosted on your Company's website and its web link is http://www.visuintl.com
19. Board Evaluation
Performance of the Board and Board Committees was evaluated on various
parameters such as structure, composition, diversity, experience, corporate governance
competencies, performance of specific duties and obligations, quality of decision-making
and overall Board effectiveness. Performance of individual Directors was evaluated on
parameters such as meeting attendance, participation and contribution, engagement with
colleagues on the Board, responsibility towards stakeholders and independent judgement.
All the Directors were subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results
of evaluation were discussed in the Board meeting held in 13th February 2021.
The Board discussed the performance evaluation reports of the Board, Board Committees,
Individual Directors, and Independent External Persons. The Board upon discussion noted
the suggestions / inputs of the Directors. Recommendations arising from this entire
process were deliberated upon by the Board to augment its effectiveness and optimize
individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the
Board, Committees and Individual Directors is enumerated in the Corporate Governance
Report.
20. Meetings of the Board:
During the year, four (4) meetings of the Board of Directors of the
Company were convened and held in accordance with the provisions of the Act. The date(s)
of the Board Meeting, attendance by the directors is given in the Corporate Governance
Report forming an integral part of this report.
21. Committees of the Board:
There are various Board constituted Committees as stipulated under the
Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship and Risk Management Committee. Brief details pertaining to
composition, terms of reference, meetings held and attendance thereat of these Committees
during the year have been enumerated in Corporate Governance Report forming part of this
Annual Report.
22. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved
by the Board of Directors.
23. Directors and key managerial personnel:
As on date of this report, the Company has six Directors, out of those
four are Independent Directors and two promoter directors including one Woman Director.
a) Appointment/Re-appointment of Directors of the Company:
Pursuant to provisions of Section 152 of the Companies Act, 2013 read
with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. C.
Sophia Reddy (DIN 01979550) is liable to retire by rotation at the ensuing 24th
Annual General Meeting and being eligible, offers herself for re-appointment As per the
requirements of Regulation 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") (as amended) and Clause 1.2.5 of the Secretarial Standard 2 as issued
by the ICSI, a statement containing the requisite details of Mrs. C. Sophia Reddy seeking
re-appointment is given as below:
| Name of the Director |
Mrs. C. Sophia Reddy |
| Date of Birth |
18.02.1972 |
| Qualification |
MS |
| Expertise in specific functional areas |
Information Technology & Services, e commerce |
| Names of Listed entities in which the person also holds the
directorship and the membership of Committees of the board |
NIL |
| No. of Equity Shares held in the Company |
1,79,600 |
| Inter se relationship with any Director |
None |
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2020-21
• Mr. B. Prabhakara Reddy, Executive Director cum CEO of the company.
• Mr. K. Yedukondalu, Chief financial officer of the company.
24. Statutory audit and auditors report:
The members of the Company at their Annual General Meeting held on 31
December, 2020 have re-appointed M/s. M.M. Reddy& Co., as statutory auditors of the
Company to hold office until the conclusion of 28th Annual General meeting of the Company.
The Auditors' Report for fiscal year 2020-2021 does not contain any qualification,
reservation or adverse remark.
The Auditors' Report is enclosed with the financial statements in
this Annual Report. The Company has received audit report with unmodified opinion for
Audited Financial Results of the Company for the Financial Year ended March 31, 2021 from
the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the
peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.
25. 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 and its Powers) Rules, 2014; during the year under review the Internal
Audit of the functions and activities of the Company was undertaken by the Internal
Auditor of the Company on quarterly basis by Mr.V.Venkata Narayana, the Internal Auditor
of the Company.
Deviations are reviewed periodically and due compliance ensured.
Summary of Significant Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and concerns, if any, are reported to
Board. There were no adverse remarks or qualification on accounts of the Company from the
Internal Auditor.
The Board has re-appointed Mr.V.Venkata Narayana, Hyderabad as Internal
Auditors for the Financial Year 2021-22.
26. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon
the recommendations of the Audit Committee, the Board of Directors had appointed Ms.
Aakanksha, Practicing Company Secretary (CP No. 20064) as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended March 31, 2021.
The Secretarial Audit was carried out for the financial year ended 31st
March, 2021. The Report given by the Secretarial Auditor is annexed herewith as Annexure-1
and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark except the below:
During the period under review, company reports to be continuously
suspended from trading by National Stock Exchange Limited due to non-compliances of
regulations, Corporate Governance and delay in submissions of the certain reports.
The Management reply to the above qualification is:
The Company was under suspension on NSE due to penal reasons. However,
the Company has been working aggressively towards revoking the company from suspension.
27. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019
read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct
Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable
SEBI Regulations and circulars/guidelines issued there under. Further, Secretarial
Compliance Report dated June 30, 2021, was given by Mrs. Aakanksha, Practicing Company
Secretary which was submitted to Stock Exchanges.
28. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the business
activities carried out by the Company.
29. No Frauds reported by statutory auditors
During the Financial Year 2020-21, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
30. Declaration by the Company
The Company has issued a certificate to its Directors, confirming that
it has not made any default under Section 164(2) of the Act, as on March 31, 2021.
31. Conservation of energy, technology absorption and foreign exchange
outgo:
The required information as per Sec.134 (3) (m) of the Companies Act
2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy 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
32. Management discussion and analysis report:
Management discussion and analysis report for the year under review as
stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in
India is annexed attached in the Annual Report.
33. Risk management policy:
The Board of Directors had constituted Risk Management Committee to
identify elements of risk in different areas of operations and to develop policy for
actions associated to mitigate the risks. The Committee is responsible for reviewing the
risk management plan and ensuring its effectiveness. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continual basis.
34. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of this Report and the requisite
certificate from the Company's Auditors confirming compliance with the conditions of
Corporate Governance is attached to the report on Corporate Governance
35. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is
also available on the Company's website URL: https://www.visuintl.com
36. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs. 52,00,00,000 /-
divided into 52,000,000 equity shares of Rs.10/- each and the company's paid up
capital at Rs. 38,33,00,000 divided into 3,83,30,000 equity shares of 10/- each.
37. Declaration of independence:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with both the criteria of independence
as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under
Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
38. Insurance:
The properties and assets of your Company are adequately insured.
39. Director is Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March
2021, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors 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 your Company as on 31 March 2021 and of the profit
and loss of the Company for the financial year ended 31 March 2021;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.
40. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with
fraud and mismanagement, if any. The policy is on the website of the Company.
The policy provides for adequate safeguards against the victimisation
of eth employees who 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 year, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.
42. Particulars of loans, guarantees:
The Company has not availed any facilities of Credit and Guarantee.
43. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively. During the
year under review, the Company was in compliance with the Secretarial Standards (SS) i.e.,
SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
44. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset
management, adherence to Management policies and also on promoting compliance of ethical
and well defined standards. The Company follows an exhaustive budgetary control and
standard costing system. Moreover, the management team regularly meets to monitor goals
and results and scrutinizes reasons for deviations in order to take necessary corrective
steps. The Audit Committee which meets at regular intervals also reviews the internal
control systems with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key
areas. All audit observations and follow up actions are discussed with the Management as
also the Statutory Auditors and the Audit Committee reviews them regularly.
45. Related Party Transactions:
During the year under review, the Company had not entered in to any
materially significant transaction with any related party that may have potential conflict
with the interests of the Company at large. All the related party transactions during the
year are in the ordinary course of business and on arm's length basis.
Transactions with the Related Parties as required under Indian
Accounting Standard- 24 are disclosed in Note 27 of the standalone financial statements
forming part of this Annual Report
46. Policy on directors appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) &
(3) of the Companies Act, 2013, the Board of Directors upon recommendation of the
Nomination and Remuneration Committee approved a policy on Director's appointment and
remuneration, including, criteria for determining qualifications, positive attributes,
independence of a Director and other matters. The said Policy extract is covered in
Corporate Governance Report which forms part of this Report and is also uploaded on the
Company's website at www.visuintl.com
47. Ratio of remuneration to each director:
No remuneration is paid to any of the Director of the Company
48. Particulars of Employees and related Disclosure:
During the year NONE of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
49. Implementation of Corporate Action
During the year under review, the Company has complied with the
specified time limit for implementation of Corporate Actions.
50. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary
relationship or transactions with the Company which in the Judgment of the Board may
affect the independence of the Directors.
51. Industry based disclosures as mandated by the respective laws
governing the company:
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
52. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is
attached with the annual report.
53. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free
workplace for every individual working in its premises through various policies and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at
Workplace which aims at prevention of harassment of employees and lays down the guidelines
for identification, reporting and prevention of undesired behaviour. An Internal
Complaints Committee ("ICC") has been set up by the senior management (with
women employees constituting the majority). The ICC is responsible for redressal of
complaints related to sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2021, no complaints
pertaining to sexual harassment have been received.
54. Corporate insolvency resolution process initiated under the
insolvency and bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
55. Statutory compliance:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all respects.
56. Disclosure pursuant to Part A of Schedule V of SEBI LODR
There was no Investments & Loans & Advances in subsidiary &
Associate companies during the financial year 2020-21.
57. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Company has formulated a Code of
Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https:// www.visuintl.com
58. Green Initiatives:
In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Notice of 24th Annual
General Meeting of the Company are sent to all Members whose email addresses are
registered with the Company/Depository Participant(s). For members who have not registered
their e-mail addresses, physical copies are sent through the permitted mode.
59. Other Disclosures:
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:
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
any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
60. Appreciation & acknowledgement:
Your directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers, business associates,
bankers, vendors, as well as regulatory and governmental authorities. Your Directors also
thanks the employees at all levels, who through their dedication, co-operation, support
and smart work have enabled the company to achieve a moderate growth and is determined to
poise a rapid and remarkable growth in the year to come.
Your directors also wish to place on record their appreciation of
business constituents, banks and other "financial institutions and shareholders of
the Company like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, and State Bank of India etc. for
their continued support for the growth of the Company.
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