Ed & Tech International Limited - Bombay Stock … & Tech International Limited 3 NOTICE NOTICE is hereby given that the Nineteenth Annual General Meeting of the company will be held

Ed & Tech International Limited

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BOARD OF DIRECTORS:

Name of the Director DIN Designation

Mr. B.Prabhakara Reddy 00166326 CEO & Executive Director

Mrs. C.Sophia Reddy 01979550 Director

Mr. S. Muralidhara Reddy 02014101 Independent Director

Mr. K V.S Mallikarjuna 02237814 Independent Director

Mr. Dennis Paul Dunham 02680532 Independent Director

Chief Financial OfficerMr.K Yedukondalu

Compliance Officer: Mr.V.Venkat Narayana

Statutory Auditors:P. Murali and Co.Chartered Accountants6-3-655/2/3, Somajiguda,Hyderabad-500082Phone: 040-2332 6666Fax 040-2339 2474

Secretarial AuditorJaipal Reddy.N & AssociatesCompany Secretaries#3-4-1013/3, ICICI Bank Lane,Barkatpura, Hyderabad - 500027

Registered Office:Flat No.104-106,Lumbini Enclave,PunjaguttaHyderabad 500 082Ph: 040-23373803,23399241Fax: 040-23395214

Ed & Tech International Limited(Formerly Known as Visu International Limited)

(L72200AP1997PLC027073)

Bankers:Indian Overseas Bank,Bank Street, KotiHyderabad 500 095

Registrar & Share Transfer Agents:M/s Aarthi Consultants Private Limited1-2-285, Domalguad,Hyderabad 500 029Ph Nos. 040-27634445, 27638111Fax No. 040-27632184Email : [email protected] E Mail : [email protected] Website: www.visuglobaledu.com

Listing at Stock Exchanges &Stock CodesThe National Stock Exchange of India Limited(Scrip ID: VISUINTL)BSE Limited (Scrip Code: 590038)

ISIN: INE965A01016

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Committees of the Board of Directors

I. Composition of Audit Committee

Sr. No. Name of the Director Category Chairperson/Membership

1 K.V.S. Mallikarjuna Non-Executive; Chairman of the CommitteeIndependent Director

2 B. Prabhakara Reddy Executive Director Member

3 S. Muralidhar Reddy Non-Executive;Independent Director Member

II. Composition of Nomination & Remuneration Committee


1 K.V.S. Mallikarjuna Non-Executive; Chairman of the CommitteeIndependent Director

2 S. Muralidhar Reddy Non-Executive; MemberIndependent Director

3 Chavva Sophia Reddy Non-Executive; MemberNon Independent Director

III. Composition of Stake-Holders Committee


1 K.V.S Mallikarjuna Non-Executive; Chairman of the CommitteeIndependent Director

2 S. Muralidhar Reddy Non-Executive; MemberIndependent Director

3 B. Prabhakara Reddy Executive Director Member


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NOTICE

NOTICE is hereby given that the Nineteenth Annual General Meeting of the company will beheld on Friday, the 30th day of September, 2016 at 3.00 P.M. at Sundaraiah Vignana Kendram,(Mini Hall), Bagh Lingampally, Hyderabad – 500 044 to transact the following business :Ordinary Business:

1. To receive, consider and adopt the Financial Statements of the Company for the yearended 31st March 2016 including the Audited Balance Sheet and Statement of Profit &Loss for the year ended on that date and Reports of Directors and Auditors thereon forthe said year.

2. To re-appoint a Director in place of Mrs. C Sophia Reddy who retires by rotation andbeing eligible offers herself for reappointment.

3. To appoint Auditors and to fix their remuneration and for this purpose to consider and,if thought fit to pass the following resolution as an Ordinary Resolution:

“Resolved that Pursuant to the Provisions of Section 139 and other applicable Provisions, ifany, of the Companies Act, 2013, and pursuant to the recommendations of the auditcommittee of the Board of Directors, and pursuant to the resolution passed by the membersat the AGM held on September 30, 2014, M/s P.Murali & Co., Chartered Accountants,Hyderabad, the retiring Auditors be and are hereby reappointed as the statutory Auditors ofthe company to hold the office till the conclusion of the 20th Annual General Meeting to be heldin the calendar year 2017 be and is hereby ratified and that the Board of Directors be and ishereby authorized to fix the remuneration payable to them”.

Special Business:

4. To consider and if thought fit, to pass, with or without modifications, thefollowing resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under readwith Schedule IV to the Act, as amended from time to time, Mr. Dennis Paul Dunham, (DIN:02680532), a non-executive independent director of the Company, who has submitted adeclaration that he meets the criteria for independence as provided in Section 149(6) of theAct and who is eligible for appointment, be and is hereby appointed as an IndependentDirector of the Company, with effect from 31st March 2016 up to 30th March 2021.”

For and on behalf of the boardFor Ed & Tech International Limited

(Formerly Known as Visu International Ltd)

Sd/-B. Prabhakara Reddy

CEO & Executive DirectorPlace: Hyderabad.Date: 29.08.2016

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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relatingto the Special Businesses to be transacted at the Annual General Meeting (AGM) isannexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEEDNOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 ofthe Companies Act, 2013, a person can act as a proxy on behalf of not more than fiftymembers and holding in aggregate not more than ten percent of the total Share Capitalof the Company. Members holding more than ten percent of the total Share Capital of theCompany may appoint a single person as proxy, who shall not act as a proxy for anyother Member. The instrument of Proxy, in order to be effective, should be deposited atthe Registered Office of the Company, duly completed and signed, not later than 48hours before the commencement of the meeting. A Proxy Form is annexed to thisReport. Proxies submitted on behalf of limited companies, societies, etc., must besupported by an appropriate resolution / authority, as applicable.

3. The Register of Members and Share Transfer Books of the Company will remainclosed from Saturday, 24th September 2016 to Friday 30th September 2016 (both daysinclusive). The book closure dates have been fixed in consultation with the StockExchanges.

4. The relevant details of Directors seeking re-appointment under items no. 2 & 4 of thisNotice are provided in the Annual Report.

5. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevantRules made thereunder, Companies can serve Annual Reports and othercommunications through electronic mode to those Members who have registered theire-mail address either with the Company or with the Depository. Members who have notregistered their e-mail address with the Company can now register the same bysubmitting a duly filled in ‘E-Communication Registration Form’, available on the websiteof the Share Transfer Agent of the Company www. aarthiconsultants.com, to M/s.Aarthi Consultants Private Limited. Members holding shares in demat form are requestedto register their e-mail address with their Depository Participant(s) only. Members of theCompany, who have registered their e-mail address, are entitled to receive suchcommunication in physical form upon request.

6. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronicmode to Members whose e-mail IDs are registered with the Company or the DepositoryParticipant(s) unless the Members have registered their request for a hard copy of thesame. Physical copy of the Notice of AGM, Annual Report and Attendance Slip arebeing sent to those Members who have not registered their e-mail IDs with the Companyor Depository Participant(s). Members who have received the Notice of AGM, AnnualReport and Attendance Slip in electronic mode are requested to print the AttendanceSlip and submit a duly filled in Attendance Slip at the registration counter to attend theAGM.

7. The instructions for shareholders voting electronically are as under:

Voting through electronic means:

I. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 as amended by theCompanies (Management and Administration) Amendment Rules, 2015 and Regulation44 of the Listing Regulations, the Company is pleased to provide facility to members to


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exercise their right to vote at the 19th Annual General Meeting (AGM) by electronicmeans and the business may be transacted through e-voting Services. The facility ofcasting the votes by the members using an electronic voting system from a place otherthan venue of the AGM (“remote e-voting”) will be provided by National SecuritiesDepository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and themembers attending the meeting who have not cast their vote by remote e-voting shall beable to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 27th September, 2016 (10:00 am) and endson 29th September, 2016 (5:00 pm). During this period members of the Company,holding shares either in physical form or in dematerialized form, as on the cut-off date of23rd September, 2016, may cast their vote by remote e-voting. The remote e-votingmodule shall be disabled by NSDL for voting thereafter. Once the vote on a resolution iscast by the member, the member shall not be allowed to change it subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equityshare capital of the Company as on the cut-off date of 23rd September, 2016. A person,whose name is recorded in the register of members or in the register of beneficialowners maintained by the depositories as on the cut-off date only shall be entitled toavail the facility of remote e-voting as well as voting at the AGM through ballot paper.

(a) In case of Shareholders’ receiving e-mail from NSDL

(i) Open e-mail and open PDF file viz; “remote e-Voting.pdf” with your Client ID orFolio No. as password. The said PDF file contains your user ID and passwordfor e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password noted in step (i) above. ClickLogin.

(v) Password change menu appears. Change the password with new password ofyour choice with minimum 8 digits/characters or combination thereof. Note newpassword. It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential.

(vi) Home page of e-Voting opens. Click on e-Voting: Active Voting Cycles.

(vii) Select “EVEN” of Ed & Tech International Limited / Visu InternationalLimited

(viii) Now you are ready for e-Voting as Cast Vote page opens

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also“Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed

(xi) Once you have voted on the resolution, you will not be allowed to modify yourvote

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are requiredto send scanned copy (PDF/JPG Format) of the relevant Board Resolution/

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Authority letter etc. together with attested specimen signature of the dulyauthorized signatory(ies) who are authorized to vote, to the Scrutinizer throughe-mail [email protected] with a copy marked to [email protected].

(b) In case of Shareholders’ receiving Postal Ballot Form by Post:

(i) Initial password is provided as below/at the bottom of the Postal Ballot Form.

EVEN (E Voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

(c) In case of any queries, you may refer the Frequently Asked Questions (FAQs) forShareholders and e-voting user manual for Shareholders available at the Downloadssection of www.evoting.nsdl.com.

8. If you are already registered with NSDL for e-voting then you can use your existinguser ID and password for casting your vote.

a. Any person who acquires shares of the Company and become member of thecompany after dispatch of the AGM Notice and holding shares as of the Cut-offdate i.e. 23rd September, 2016, may obtain the login ID and password by sending arequest at [email protected] or Arthi Consultants Pvt. Ltd (RTA). However, if youare already registered with NSDL for remote e-voting then you can use yourexisting user ID and password for casting your vote. If you forgot your password,you can reset your password by using “Forgot User Details / Password” optionavailable on www.evoting.nsdl.com or contact NSDL at the following toll free no.:1800-222-990.

b. The Company has appointed Mr. N Jaipal Reddy, Company Secretary in Practice,an Independent Professional as Scrutinizer for providing facility to the members ofthe Company to scrutinize the voting and remote e-voting process in a fair andtransparent manner.

c. The Chairman shall, at the AGM, at the end of discussion on the resolutions onwhich voting is to be held, allow voting with the assistance of scrutinizer, by use ofBallot Paper” or “Polling Paper” for all those members who are present at themeeting but have not cast their votes by availing the remote e-voting facility.

d. The Scrutinizer shall after the conclusion of voting at the general meeting, will firstcount the votes cast at the meeting and thereafter unblock the votes cast throughremote e-voting in the presence of at least two witnesses not in the employment ofthe Company and shall make, not later than three days of the conclusion of theAGM, a consolidated scrutinizer’s report of the total votes cast in favour or against,if any, to the Chairman or a person authorized by him in writing, who shall countersignthe same and declare the result of the voting forthwith. The Scrutinizer’s decisionon the validity of the vote shall be final and binding.

e. The Results shall be declared immediately upon receipt of Scrutinizer’s Reportafter the Annual General Meeting of the Company. The Results declared alongwiththe report of the Scrutinizer shall be placed on the website of the Companywww.visuglobaledu.com unitechgroup.com and on the website of NSDLimmediately after the declaration of result by the Chairman or a person authorizedby him in writing. The results shall also be immediately forwarded to the BSELimited and National Stock Exchange of India Limited.


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ADDITIONAL INFORMATION REQUIRED TO BE FURNISHEDBrief Details of Directors seeking re-appointment at this Annual General Meeting

(Pursuant to SEBI (LODR) Regulations 2015)

Name of the Director Mrs. C Sophia Reddy

Date of Appointment 06/10/2014

Date of Birth/Age 18/02/1971

Expertise in Specific functional areas B.E (ECE), MBA-15 years experience inthe areas of Business Administration,Management consulting, CorporateFinance & Educational services

List of other Public Companies inwhich Directorships heldas on 31.03.2016. 1

Chairman/Member of the Committeesof other Companies in which he is aDirector as on 31.03.2016. Nil

Particulars Description

Name of the Director Dennis Paul Dunham

Date of Appointment 02-02-2005

Date of Birth 20.11.1948

Expertise in Functional Area Phd in Psychology more than 30 years ofexperience in education field

List of other Public Companies in whichDirectorships held as on 31.03.2016. Nil

Chairman/Member of the Committees ofother Companies in which he is aDirector as on 31.03.2016. Nil

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DIRECTORS’ REPORT

ToThe Members,The Board of Directors take pleasure in presenting their Report along with the AuditedAccounts of the Company for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS:(in lakhs)

Year ended 31.03.2016 Year ended 31.03.2015

Total Income (Other Income) 292.20 0.60

Total Expenditure 1977.94 83.56

Provision for Tax 0 0

Net Profit / loss (1685.74) (82.96)

THE COMPANY’S PRODUCTS / SERVICES

Your company is a no.1 choice for students for taking specialized coaching to appear forpre-requisite test like GRE, GMAT, SAT, TOEFL, and IELTS. It gives immense confidenceand faith to Students and parents. This is the driving force of our success

OPERATIONS

Your company has registered a total (other) income of Rs. 292.20 lakhs for 2015-16 ascompared to Rs. 0.60 lakhs for 2014-15 and the company posted a net loss of Rs.1685.74lakhs for 2015-16 as compared to Rs. 82.96 lakhs for 2014-15.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due toinsufficient profit.

BUSINESS RISK MANAGEMENT

Your company is committed for the Risk Management which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company’s enterprisewide risk management framework; and (b) Overseeing that all the risks that the organizationfaces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regu-latory, reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. AGroup Risk Management Policy was reviewed and approved by the Board.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act,2013 and accordingly, the disclosure requirements stipulated under the said Chapter are notapplicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act, 2013


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CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014, except the remuneration to managerial personnel,there is no other related party transactions to be disclosed.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2016, there were no Equity Shares of Shareholders were lying in theEscrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the provision of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the Statutory Auditor’sconfirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of theAnnual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIESACT, 2013

(a) Conservation of Energy: Not Applicable

(i) the steps taken by the company for utilising alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology isinvolved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has beencarried out.

(c) Foreign exchange earnings: Nil

(d) Foreign exchange out go: Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remu-neration of Managerial Personnel) Rules 2014

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at theconclusion of the ensuing Annual General Meeting and are eligible for reappointment. Thesaid Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant tothe provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder.

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Accordingly the statutory auditor of the Company was reappointed from the conclusion ofthe previous AGM till the conclusion of the AGM to be held in the year 2017, subject toratification of their appointment at the subsequent AGMs.

SALE OF SUBSIDIARY

During the period under review, the company has sold its wholly owned subsidiary (VisuAcademy Limited) together its Brand name “VISU” after obtaining the approval from themembers of the Company through postal ballot. Based on the report of the scrutinizer, theresult of postal ballot was declared by the Chairman on 19th September 2015 and the samewas duly intimated to BSE & NSE.

CHANGE OF NAME OF THE COMPANY

During the period under review, the company has changed its name from Visu InternationalLimited to M/s. Ed & Tech International Limited, after obtaining necessary approval of mem-bers through postal ballot. Based on the report of the scrutinizer, the result of postal ballotwas declared by the Chairman on 16th February 2016 and the same was duly intimated toBSE & NSE.

An application has been made to BSE & NSE (where the securities of the company are listed)for their approval to give effect to the change of name of the company, and the same ispending for action.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,the Board has carried out an annual performance, the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THEDATES OF THE BOARD MEETINGS:

The Board met five times during the financial year 2015-2016.

The dates on which the above Board meetings were held are as follows;

29th May 2015, 15th June 2015, 16th July 2015, 14th August 2015, 5th September 2015, 12th

October 2015, 14th November 2015, 2nd December 2015, 1st January 2016 and 13th February2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, withrespect to Directors responsibilities Statement it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standardshave been followed along with proper explanation relating to material departures ;

b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March, 2016 and of the profit and loss of the company forthat period;

c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for


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safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d. that the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2016, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR)Regulations 2015. The policy on determining material unlisted subsidiary of the Company isapproved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard ofhonesty, openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters of theCompany and the accuracy of financial information is paramount. The stakeholders of theCompany and the financial markets rely on this information to make decisions. For thesereasons, the Company must maintain workplace where it can retain and treat all complaintsconcerning questionable accounting practices, internal accounting controls or auditing mattersor concerning the reporting of fraudulent financial information to our shareholders, theGovernment or the financial markets. The employees should be able to raise these free ofany discrimination, retaliation or harassment. Pursuant to the policy, employees areencouraged to report questionable accounting practices to Mr. KVS Mallikarjuna, Chairmanof Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI ( LODR) Regulations 2015, the Company has formulateda programme for familiarising the Independent Directors with the company, their roles,rights, responsibilities in the company, nature of the industry in which the company operates,business model of the company etc through

various initiatives.

Key Managerial Personnel

Sri. K Yedukondalu, Chief Financial Officer is the Key Managerial Personnel of the Companyin accordance with the Section 203 of the Companies Act, 2013.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company withPromoters, Directors, Key Managerial Personnel or other designated persons (exceptremuneration) which may have a potential conflict with the interest of the Company at large.The same was discussed by the Audit Committee as also the Board. The policy on Related

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Party Transactions as approved by the Board. None of the Directors has any pecuniaryrelationships or transactions vis-à-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financialstatements. Periodic audits are undertaken on a continuous basis covering all the operationsi.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal auditsare reviewed by management from time to time and desired actions are initiated to strengthenthe control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial AuditReport is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 are forms part of theBoard’s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, in respect of employeesof the Company forms part of the Board’s Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors, Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications, positive attributesand independence of a Director and remuneration policy have been provided in Section ofthe attached Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.

Personnel

The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation for thecooperation and loyal services rendered by the employees.


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Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve BankIndia, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limitedand all other regulatory Authorities. The Directors also sincerely acknowledge the significantcontributions made by all the employees for their dedicated services to the Company.


(formerly known as Visu International Ltd)

B Prabhakara Reddy S Muralidhar ReddyCEO & Executive Director Director

PLACE: Hyderabad. K YedukondaluDATE: 29.08.2016 Chief Financial Officer

ANNEXURE I TO DIRECTORS REPORT

Companies which became / ceased to be Company’s Subsidiaries, Joint Ventures orAssociate Companies:

1. Companies which have become subsidiaries during the financial year 2015-16:

S. No. Name of the Company

NIL

2. Companies which ceased to be subsidiaries during the financial year 2015-16:


Visu Academy Ltd.

3. Companies Which have become Joint Venture/Associate Companies during the year2015-16


NIL

4. Companies Which Ceased to be Joint Venture/Associate Companies during the year2015-16


NIL

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Form No. MR - 3Secretarial Audit Report

(For the period from 01.04.2015 to 31.03.2016)[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe Members,M/s. Ed & Tech International Limited(Formerly Known as Visu International Limited)CIN: L72200AP1997PLC027073,Hyderabad.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisionsand the adherence to good corporate practices by M/s. Ed & Tech International Limited,(formerly known as M/s. Visu International Limited) (hereinafter called the “Company”).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany, its officers, agents and authorized representatives, during the conduct ofSecretarial Audit, we hereby report that in our opinion, the Company has, during the auditperiod covering the Financial Year ended on 31.03.2016 (from 01.04.2015 to 31.03.2016),complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent applicable:

i. The Companies Act, 2013 (“the Act”) and the Rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment andExternal Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealing withclient;

e. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009; and


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f. The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998;

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by the Institute of Company Secretaries of India.

b. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited, National Stock Exchange of India Limited and BangaloreStock Exchange Limited;

During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

We further report that the Company has, in my opinion, complied with the provisions of theCompanies Act, 2013 and the Rules made under that Act as notified by Ministry of CorporateAffairs and the Memorandum and Articles of Association of the Company, with regard to:

a. maintenance of various statutory registers and documents and making necessaryentries therein;

b. closure of the Register of Members.

c. forms, returns, documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d. service of documents by the Company on its Members, Auditors and the Registrar ofCompanies;

e. notice of Board meetings and Committee meetings of Directors;

f. the meetings of Directors and Committees of Directors including passing of resolutionsby circulation;

g. the 18th Annual General Meeting held on 30th September, 2015;

h. minutes of proceedings of General Meetings and of the Board and its Committee meetings;

i. approvals of the Members, the Board of Directors, the Committees of Directors and thegovernment authorities, wherever required;

j. Company Secretary has not been appointed for the reporting Period. However, theCompany has appointed C.E.O & C.F.O as Key Managerial Personnel in line with theprovisions of the Act

k. payment of remuneration to Directors including the Managing Director;

l. appointment and remuneration of Auditors;

m. transfers and transmissions of the Company’s shares and issue and dispatch of duplicatecertificates of shares, if any;

n. not declared dividend during the period;

o. no amount is required to be transferred under the Act to the Investor Education andProtection Fund;

p. borrowings and registration, modification and satisfaction of charges wherever applicable;

19th Annual Report

16

q. investment of the Company’s funds including investments and loans to others whereverapplicable;

r. has defaulted in the repayment of the principal Amount and interest on Loans taken fromBanks/ Financial Institution.

s. form of balance sheet as prescribed under Part I, form of statement of profit and loss asprescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule III to the Act;

t. Directors’ Report;

u. contracts, common seal, registered office and publication of name of the Company; and

v. Generally, all other applicable provisions of the Act and the Rules made under the Act.

We further report that:

i. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors, Woman Director and IndependentDirectors. The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions of theAct.

ii. Adequate notice is given to all directors to schedule the Board Meetings, agenda anddetailed notes on agenda were sent at least seven days in advance, and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

iii. The Company has obtained all necessary approvals under the various provisions of theAct wherever required;

iv. There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreementand Rules, Regulations and Guidelines framed under these Acts against / on theCompany, its Directors and Officers; and

v. The Directors have complied with the disclosure requirements in respect of their eligibilityof appointment, their being independent and compliance with the Code of BusinessConduct & Ethics for Directors and Management Personnel;

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has complied with all the applicablelaws which have major bearing on the company’s affairs in pursuance of the above laws.

For Jaipal Reddy. N & AssociatesCompany Secretaries

N. Jaipal ReddyPlace : Hyderabad Practising Company SecretaryDate : 29-08-2016 ACS: 28546; CP: 10280


17

ANNEXURE VII TO DIRECTOR’S REPORTForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended 31ST March 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L72200AP1997PLC027073

Registration Date 12/05/1997

Name of the Company Ed & Tech International Limited(Formerly Known as Visu International limited)

Category / Sub-Category of the Company Limited Company

Address of the Registered office and Flat No. 104, Lumbini Enclave,contact details Punjagutta, Hyderabad,

Telangana – 500 082

Whether listed company Yes

Name, Address and Contact details of M/s Aarthi Consultants Private LimitedRegistrar and TransferAgent, 1-2-285, Domalguad,if any Hyderabad 500 029.

Ph Nos. 040-27634445, 27638111Fax No. 040-27632184Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the companyshall be stated:-

Sl. No. Name and Description NIC Code of the % to total turnover ofof main products / services Product/ service the company

1 Commercial Coaching andTraining 99929190 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N0 NAME AND ADDRESS CIN/GLN HOLDING/OF THE COMPANY SUBSIDIARY /

ASSOCIATE

1 Nil

19th Annual Report

18

A.

Pro

mot

er s

(1)

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divi

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/HU

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19

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19th Annual Report

20

ii)In

divi

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sha

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sho

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al s

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capi

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cess

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21

1.Y

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shar

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19th Annual Report

22

1IN

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ss


23

B.

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of t

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1961

00

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19th Annual Report

24

1In

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27

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on corporate governance envisages the attainment of corporateexcellence by providing enhanced shareholders value and customer satisfaction. Thecompany believes that governance process should ensure economic prosperity and longterm value creation for the company and its shareholders by following well laid out principlesof transparency, accountability and responsibility, investor protection, compliance withstatutory laws and regulations. The Company also upholds the rights of its investors andother stakeholders to information on the performance of the Company.

I. BOARD OF DIRECTORS

A. Composition of Board:

2. BOARD OF DIRECTORS

a) As on the date of this report, the Board of Directors of the Company comprises of5 (Five) Directors which includes woman director out of which, 1 (one) is ExecutiveDirector, another is Non-Executive non-independent Director, Remaining 3 (Three)are Non Executive Independent Directors.

b) The composition of the Board is in conformity with SEBI (LODR) Regulations 2015and meets the stipulated requirements.

c) None of the Directors on the Board is a Member of more than 10 committees orChairman of more than 5 companies across all the Companies in which he is aDirector. The Directors have made necessary disclosures regarding Committeepositions in other public companies as on March 31, 2016.

d) The names and categories of the Directors on the Board, their attendance at BoardMeetings held during the year and the number of Directorships and CommitteeChairmanships / Memberships held by them in other companies is given below.Other Directorships do not include alternate directorships, directorships of privatelimited companies, section 8 companies and of companies incorporated outsideIndia. Chairmanship / Membership of Board Committees include only Audit andShareholders / Investors Grievance Committees.

19th Annual Report

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Name of the Category DIN Relationship Number of Associated withDirector With other Memberships Other

Directors in Board of CommitteesOther Public of Public Ltd

Ltd. Companies Companies

Member Chairman

B.Prabhakara Reddy CEO &Executive 00166326 No Relation 1 Nil NilDirector

C. Sophia Reddy Non-Executive& Non 01979550 No Relation 1 Nil Nil

-IndependentDirector

S.Muralidhara Reddy Non-Executive &Independent 02014101 No Relation 1 Nil Nil

Director

K.V.S Mallikarjuna Non-Executive & 02237814 No Relation Nil Nil NilIndependent

Director

Dennis Paul Dunham Non-Executive & 02680532 No Relation Nil Nil NilIndependent

Director

B. There were no pecuniary relations or transactions between the non-executive Directorsand the Company during the financial year 2015-16

BOARD MEETINGS HELD DURING THE YEAR

During 2015-16, the Board on:

29th May 2015, 15th June 2015, 16th July 2015, 14th August 2015, 5th September 2015, 12th

October 2015, 14th November 2015, 2nd December 2015, 1st January 2016 and 13th

February 2016. The attendance of each Director during the financial year is as under:

Name of the Director No. Of Meetings No. Of Meetings Sitting Fees Presence at lastheld attended Paid (Rs) AGM

B. Prabhakara Reddy 10 10 Nil Yes

C. Sophia Reddy 10 10 Nil Nil

S. Muralidhara Reddy 10 6 Nil Yes

K.V.S. Mallikarjuna 10 6 Nil Yes

Dennis Paul Dunham 10 2 Nil No

None of the Non-Executive Directors have any material pecuniary relationship ortransactions with the Company

During the year, information as mentioned required SEBI (LODR) Regulations 2015 hasbeen placed before the Board for its consideration.


29

3. AUDIT COMMITTEE:

I). The Audit Committee of the Company is constituted in line with the provisions of SEBI(LODR) Regulations 2015 read with the provision of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of;

a. Overview of the Company’s financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair positionand that sufficient and credible information is disclosed.

b. Recommending the appointment and removal of external auditors, fixation of auditfee and also approval for payment for any other services.

c. Discussion with external auditors before the audit commences, of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

d. Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

e. Reviewing with management the annual financial statements before submission tothe Board, focusing on:

i. Any changes in accounting policies and practices;

ii. Qualification in draft audit report;

iii. Significant adjustments arising out of audit;

iv. The going concern concept;

v. Compliance with accounting standards;

vi. Compliance with stock exchange and legal requirements concerning financialstatements;

vii. Any related party transactions

f. Reviewing the company’s financial and risk management’s policies.

g. Disclosure of contingent liabilities.

h. Reviewing with management, external and internal auditors, the adequacy of internalcontrol systems.

i. Reviewing the adequacy of internal audit function, including the audit character, thestructure of the internal audit department, approval of the audit plan and its execution,staffing and seniority of the official heading the department, reporting structure,coverage and frequency of internal audit.

j. Discussion with internal auditors of any significant findings and follow-up thereon.

k. Reviewing the findings of any internal investigations by the internal auditors into thematters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

l. Looking into the reasons for substantial defaults in payments to the depositors,debenture holders, shareholders (in case of non-payment of declared dividends)and creditors.

m. Reviewing compliances as regards the Company’s Whistle Blower Policy.

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Name of the Member Category No. of MeetingsHeld Attended

Mr. K.V.S Mallikarjuna Chairman of the Committee 5 5

Mr. S. Muralidhara Reddy Member 5 5

Mr. B. Prabhakara Reddy Member 5 5

III) The previous Annual General Meeting of the Company was held on 30th September 2015and Mr. KVS Mallikarjuna, Chairman of the Audit Committee, attended previous AGM.

The attendance of each member of the Audit Committee are given below:

Vi) During the financial year five Audit Committee meetings were held on 29th May 2015,14th August 2015, 5th September 2015, 14th November 2015, and 13th February 2016.

The necessary quorum was present at all the meetings.

4. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is given below:

Name of the Director Chairman/MemberKVS Mallikarjuna Chairman

S Muralidhar Reddy Member

C Sophia Reddy Member

5. REMUNERATION OF DIRECTORS:

Details of remuneration paid to Directors are given below:

Name of the Relationship with Business Loans & Remu Paid duringDirector other Director Relationship Advances unere the year 2015-16

with company from tion Salary Comm Totalif any Company ission

Mr.B.Prabhakara CEO &Reddy None Executive NIL — 6,00,000 — 6,00,000

Director

Note: Except above no remuneration was paid to any of the Directors and No setting fee’ was paid toany Director for attending any Board Meeting or any committee meeting

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014, except the remuneration to managerial personnel,there is no other related party transactions to be disclosed.


31

6. STAKEHOLDERS RELATIONSHIP /INVESTORS GRIEVANCE COMMITTEE:

The Committee oversees share transfers and monitors investor grievances. To lookinto the redressal of shareholders and investors complaints like – transfer of shares,non – receipt of balance Sheet, non-receipt of declared dividends etc.,

The Committee consists of the following Directors:

Name of the Director Chairman/MemberKVS Mallikarjuna Chairman

S Muralidhar Reddy Member

B Prabhakara Reddy Member

Details of Complaints received/resolved:

During the period under review, no complaints were received from the shareholders, andthere are no pending Complaints as on date of this report.

Company has made all the arrangements to resolve all the investors’ Complaints if any,within seven days from the date of receipt of the complaint, as communicated by our ShareTransfer Agents M/s. Aarthi Consultants Pvt. Ltd. The outstanding complaints as on 31st

March, 2016 were: NIL.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations2015. The Company has complied with the requirement of training of the IndependentDirectors and their performance evaluation and holding separate meetings for the IndependentDirectors.

7. DETAILS OF ANNUAL GENERAL MEETINGS: LOCATION AND TIME OF THELAST THREE AGMS.

AGM YEAR VENUE DATE TIME

18th 2014-2015 Sundarayya Kala Nilayam,(Sundarayya Vignana Kendram),

Bagh Lingampally, Hyderabad-500 044 30-09-2015 3.00 P.M.





19th Annual Report

32

Postal ballot:

During the year under review, the following resolutions have been passed throughpostal ballot.

S.No. Date of passing of resolution Purpose of Resolution(s)through Postal Ballot

1. 19th September 2015 Sale of 100% subsidiary (VISU ACADEMY LIMITED)along with Brand Value “VISU”

2. 16th February 2016 Change of Name of the Company form Visu InternationalLtd To M/s. Ed & Tech International Limited

8. DISCLOSURES

i. There were no materially significant related party transactions that may have potentialconflict with the interest of the Company at large.

ii. There was no incidence of non-compliance during the last three years by the Companyon any matter related top Capital markets. There were no penalties, strictures imposedon the company by Stock Exchange or SEBI or any statutory authority.

iii. The Company has complied with all the mandatory requirements of SEBI (LODR)Regulations 2015.

9. NOTES ON DIRECTORS APPOINTMENT/RE-APPOINTMENT:

Relevant details forms part of the explanatory statement to the notice of the AnnualGeneral Meeting/Director’s Report.

10. MEANS OF COMMUNICATIONS:

The quarterly, half-yearly and yearly financial results will be sent to the Stock Ex-changes immediately after the Board approves the same and these results will also bepublished in prominent daily newspapers. These financial statements, press releasesare also posted on the Company’s website. As the financial performance of the Com-pany is well published, individual communication of half yearly results are not sent to theshareholders.

The Management Discussion and Analysis Report forms part of the annual report,which is posted to the shareholders of the Company.

11. GENERAL SHAREHOLDER INFORMATION:

(I) Annual General Meeting

Date : 30th September, 2016Time : 3.00 P.M.Venue : Sundaraiah Vignana Kendram, (Mini Hall), Bagh Lingampally,

Hyderabad – 500 044

(II) Date of Book Closure : 24th September 2016 to 30th September 2016


33

(III) Financial Calendar 1st April 2016 to 31st March 2017 (Tentative Schedule)

Quarter ending June 30, 2016 : Approved in the Board Meeting heldon 13th August 2016 and intimatedthe same to Stock Exchanges

Quarter ending September 30, 2016 : 1st / 2nd week of November 2016Quarter ending December 31, 2016 : 1st / 2nd week of February 2017Quarter ending March 31, 2017 : on or before 30th May 2017Annual General Meeting forFY ended 31st March, 2017 : Before end of September, 2017

(IV) Listing on Stock Exchanges :1. BSE Limited (BSE), Mumbai.2. The National Stock Exchange of India Limited (NSE), Mumbai

The listing fee has been paid to all the Stock Exchanges where theCompany’s shares are listed.

(V) Stock CodeThe Bombay Stock Exchange Limited (BSE) : 590038The National Stock Exchange of India Limited (NSE) : VISUINTLDematerialization of Securities : ISIN: INE 965A01016

(VI) Market Price Data: High, Low during each Month in last Financial Year

During the financial year the shares of the company were traded on Bombay StockExchange Limited & on National Stock Exchange Limited, the following MarketPrice High & Low during each Month in the Last Financial Year 2015-16 as follows:

Month NSE BSE

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

April 2015 0.65 0.55 0.80 0.52

May 2015 0.55 0.45 0.54 0.45

June 2015 0.45 0.35 0.49 0.39

July 2015 0.75 0.35 0.76 0.38

August 2015 1.35 0.75 1.60 0.78

September 2015 1.35 1.20 1.45 0.81

October 2015 1.15 0.90 1.05 0.85

November 2015 0.95 0.85 1.00 0.81

December 2015 2.10 1.00 2.40 0.93

January 2016 3.00 1.90 2.91 1.68

February 2016 1.85 1.45 1.83 1.12

March 2016 1.40 1.10 1.38 1.05

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DISTRIBUTION OF SHARE HOLDING AS ON 31-03-2016

Shares Holding Share Holders Shares

Number % to Total Number of % to TotalShares

(1) (2) (3) (4) (5)

Up to 500 14584 65.53 3180026 8.30

501-1000 3442 15.47 3118892 8.14

1001-2000 1887 8.48 3114724 8.13

2001-3000 681 3.06 1803399 4.70

3001-4000 346 1.55 1277860 3.33

4001-5000 408 1.83 1971257 5.14

5001-10000 514 2.31 3916046 10.22

10001 and above 393 1.77 19947796 52.04

TOTAL 22255 100.00 38330000 100.00

De-Materialisation of Shares as on March 31, 2016

Category Number of Shares % of Holding

NSDL 25967000 67.75

CDSL 12005712 31.32

Physical 357288 0.93

38330000 100.00

As on March 31, 2016 over 99.07% of outstanding shares are held in de-mat form and thebalance 0.93% in physical form. Trading in equity shares of the Company is permitted onlyin de-materialised form as per notification issued by the Securities and Exchange Board ofIndia (SEBI). Shareholders interested in dematerializing / rematerializing their shares arerequested to write to the Registrar & Transfer Agent through their Depository Participants

DECLARATION

A Code of Conduct for the Directors and Senior Management Personnel has already beenapproved by the Board of Directors of the Company. As stipulated under the provisions ofsub-clause (IIE) of Clause 49 of the Listing Agreement with stock exchanges, all the Directorsand the designated personnel in the Senior Management of the Company have affirmedcompliance with the said code for the financial year ended March 31, 2016.



B Prabhakara Reddy S Muralidhar ReddyCEO & Executive Director Director

PLACE: Hyderabad. K YedukondaluDATE: 29.08.2016 Chief Financial Officer


35

Certificate by the Chief Executive Officer (CEO) and theChief Financial Officer (CFO)

ToThe Board of DirectorsM/s. Ed & Tech International Limited(Formerly Known as Visu International Ltd)

I, B Prabhakar Reddy - CEO & Executive Director and K Yedukondalu, Chief FinancialOfficer of M/s. Ed & Tech International Limited, (Formerly Known as Visu InternationalLtd) certify:

1. That we have reviewed the financial statements and the cash flow statement for theyear ended 31st March 2016 and to the best of our knowledge and belief;

These statements do not contain any materially untrue statement nor omit anymaterial fact nor contain statements that might be misleading, andThese statements present a true and fair view of the company’s affair and are incompliance with the existing accounting standards, applicable laws and regulations.

2. That there are, to the best of our knowledge and belief, no transactions entered into bythe company during the year, which are fraudulent, illegal or violative of the company’scode of conduct;

3. That we accept responsibility for establishing and maintaining internal controls, we haveevaluated the effectiveness of the internal control systems of the company and we havedisclosed to the auditors and the audit committee, deficiencies in the design or theoperation of internal controls, if any, of which we are aware and the steps that we havetaken or purpose to take and rectify the identified deficiencies and;

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

c) There is no Instances of significant fraud of which we have become aware and theinvolvement of an employee having a significant role in the company’s internalcontrol system.



PLACE: Hyderabad B Prabhakara Reddy K YedukondaluDATE: 29.08.2016 CEO & Executive Director Chief Financial Officer

19th Annual Report

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Certificate on compliance of Corporate Governance

ToThe Board of DirectorsM/s. Ed & Tech International Limited(Formerly Known as Visu International Ltd)

We have read the report of the Board of Directors on Corporate Governance and haveexamined the relevant records relating to compliance condition of corporate governance ofM/s. Ed & Tech International Limited, (Formerly Known as Visu International Ltd) (“thecompany”) for the year ended 31st March, 2016 as per the provisions of SEBI (LODR)Regulations, 2015.

The compliance of the conditions of the Corporate Governance is the responsibility of themanagement. Our examination, conducted in the manner described in the Guidance note onCertification of Corporate governance” issued by the Institute of Chartered Accountants ofIndia was limited to procedures and implementation thereof adopted by the Company forensuring compliance with the conditions of Corporate Governance. Our examination wasneither an audit nor was it conducted to express an opinion on the financial statements of theCompany.

In our opinion and to the best of our information and explanations given to us and on the basisof our examination described above, the Company has complied with the conditions ofCorporate Governance as per the provisions of SEBI (LODR) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For Jaipal Reddy. N & AssociatesCompany Secretaries

N. Jaipal ReddyPlace : Hyderabad Practising Company SecretaryDate : 29-08-2016 ACS: 28546; CP: 10280


37

ANNEXURE TO THE DIRECTORS’ REPORTMANAGEMENT DISCUSSION AND ANALYSIS REPORT

ABOUT THE COMPANY:

Your company is a leader in Global Education established 33 years ago to make highereducation available to all the students, thus fulfilling their dreams to pursue their highereducation overseas. Your company has pioneered and made the whole process simple forstudents aspiring to reach their dream destination for higher education.

Your company is a brand name in overseas education and No.1 choice for students fortaking specialized coaching to appear for pre-requisite test like GRE, GMAT, SAT, TOEFL,and IELTS. Your company gives immense confidence and faith to Students and parents.This is the driving force of our success.

A report on Management Discussion and Analysis Report is given below:

ECONOMIC OVERVIEW

During the year, the economic activities showed encouraging improvements, the advancedeconomies are estimated to have grown by moderately future. The deceleration in developedeconomies impacted the developing economies through trade and financial channels directlybesides weakening the business and investment sentiments.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

Education & Training Industry:

Global Education Sector

The year has witnessed a good growth and contributed to the global sector. The educationsector comprises of preschools, schools, colleges & Universities (Higher / Tertiary education),Technical, Management & Professional Institutes (Vocational), eLearning, education gaming,coaching and test preparation. Education sector globally continues to be the largest segment.

During the year, the thrust on improving the standards of education continued globally, withcountries increasingly adopting the modern technology and communication tools to createan interactive and engaging learning environment. Globally, entire education spectrum frompre-school, higher education, vocational education to teacher learning to school infrastructureis being re-evaluated to create a more knowledge driven environment than the earlier contentdriven one. Globally, the economic slowdown has once again highlighted the key role ofeducated workforce in achieving a sustainable long-term economic growth. Despite reducingbudgetary support, countries are striving to maintain spend on education as it helps them toboost their productivity and competitiveness.

The education sector is fastest growing sector in India with promising future ahead. With theincrease in number of educational institutions, the student community is finding multiplechoices to achieve the desired career. This growth is further expected to accelerate inmultiples upon approval of bills pending in parliament related to accreditation and skills.

Enormous increase in global opportunities for education as well as employment, educationsector undoubtedly has tremendous future especially coming generation between age groupof 5-15 years who have started focusing international avenues. This is the reason whyEducational sector has the prospects of becoming the fastest growing sector in years tocome. Foreign investment is also showing signs of entering into education sector in a bigway in India in recent years and beyond.

The rapid growth in the sector is a consequence of access to trained English speakingprofessionals, cost competitiveness and quality telecommunications infrastructure.

19th Annual Report

38

Companies operating in e-business e-commerce is carrying out business on the Internet;which includes selling, buying and serving customers and collaborating with businesspartners.

India is able to leverage the advantage of the Indian time zone to offer 24 x 7 services to theirglobal customers. Several world leaders including Microsoft, Google, Oracle, Cognizant,HSBC, General Electric, British Airways, American Express, and Citibank, have outsourcedcall centre operations and BPO operations to India

COMPETITIVE STRENGTHS OF YOUR COMPANY

Company has strong belief in technology penetration in the education sector especially inhigher education. Company is fully geared up in providing world class training and guidanceto the student community with aspiration to land in any nation for higher education. Theraising hopes in the present generation to reach the final entry level into the best universitiesand institutions around the world has become easy and economical in every aspect. TheCompany currently has eighteen centres providing services to students. The company withits vast experience and expertise in education and training industry could open variousopportunities in foreign countries to the Indian student community.

The Company has extended its operations to a number of smaller cities and other parts ofthe country by establishing a network of business associates. The company is now synony-mous with global education amongst Indian students who are planning and preparing forhigher studies abroad. The Company provides lab, library and other online facilities to itsstudents and possesses an experienced team of software developers working with aca-demics producing interactive training/guidance and course content for various universityadmissions and entrance tests.

OPPORTUNITIES, RISKS & CONCERNS

Education Sector

In India, education system is undergoing transformation and in future, India will be one of thelargest education hub in the world. India’s higher education system is the third largest in theworld, after China and the United States. The main governing body at the tertiary level is theUniversity Grants Commission (India), AICTE, which enforces its standards, advises thegovernment, and helps coordinate between the centre and the state. Accreditation for higherlearning is overseen by 12 autonomous institutions established by the University GrantsCommission.

The mushroom growth of small domestic players is a concern. The major risk envisaged islarge Corporate and Independent investments by the big players from foreign and domesticmarket could be a big threat to the Company.

FUTURE OUTLOOK

Education worldwide is at the brink of transformation forced by wave of new technologies inall the core sectors and powerful social shifts. The emerging forms will be learner-centered.The current education hierarchies will be of the past and new innovations to meet thechallenges of the future will emerge. This will also influence in Higher education and the K12schools, which account for nearly 80% of the total consumer spends in the market. TheIndian higher education sector is expected to grow at an 18% CAGR till 2020, consideringthe Government initiatives through the ‘PPP’ model, and the industries boom in the years tocome it seems to be natural consequence – increase the revenue, by high spending propensityand population growth will be active contributors to the economy.

The Company has now grown to a network of 18 offices spread across Hyderabad, A.P,Chennai, Bangaluru,etc., and continues to rapidly expand in the financial year 2016-17 inother Tier 1 and 2 Cities of India as well in abroad locations. Your Company in the one of the


39

world’s leading test preparation service provider for GRE, GMAT, SAT,TOEFL & IELTS,The company uses the stringent recruitment processes and training TOEFL, programs forits staff, course material and delivery mechanism. Your Company unique AdmissionCounselling division offers expert services at each step of the application process forstudying abroad.

The company reputation has earned us the privilege of being the ETS (Educational TestingServices) preferred vendor for promoting ETS products in India. Your company has beeninstrumental in successfully guiding its students through some of the most remarkableacademic journeys they have undergone. Your company was set up with the vision toprovide the best services in test preparation and admissions counselling to the Indianstudent who dreams of studying abroad. Since then, Your Company has firmly establisheditself as the ultimate destination for premium educational services in India. A definite leader inpremium educational services, Your Company International Limited is India’s largest andbest study-abroad enterprise. Since the company’s inception The company has five prongedapproach that includes years of experience perfecting strategies that work, effective coursestructure, score improvements and guaranteed satisfaction, passionate and well-trainedinstructors, and ongoing research and development gives it the leading edge, internationally..You company also partners with several universities helping students make strongapplications to the partner universities and get admitted. Your Company has a large numberof partner universities in all popular study abroad destinations such as USA, UK, Europe,Canada, Australia, Asia and Singapore.

Rapidly growing family of education centres, excellent Human-ware, great grass-root levelInfrastructure, intensive and continuous R&D, a penchant for Speed and cutting edge deliverymethods. All this is supplemented by a never ending Quest for Standardization of operations,to ensure consistency of quality across the length and breadth of the nation. This is ourpresent.

We envisage a bright, successful and prosperous future for Team and aspire to achieve itprimarily through a mix of strategic goals.

Delivery of Quality ServicesStrict delivery standardsLeveraging great talentYour Company’s future expansion plans in India and overseas.

We fully understand that with the changing times, our product and services portfolio will alsoneed to be constantly upgraded. Well, we are ready for the challenges to evolve with times.Use of newer Technology platforms coupled with a fast growing grass-root infrastructure iswhat we will focus on. We have already introduced technology programs for EngineeringStudents under the brand name ADP (Accelerated Development Program) and alsospecialised enhanced skill development programs for Indian youth. A series of ManagementPrograms are on the anvil. A new focus on these programs will make your company toexpand further to deliver higher quality and never ending support to our student community.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYYour company has adequate internal control systems commensurate with the size of itsoperations and for the purpose of exercising adequate controls on the day-to-day operationsystems are regularity reviewed to ensure effectiveness.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONSFRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

The human relations in the organization have been cordial. Your company believes thatmanpower is its greatest asset and endeavours to improve employee welfare at all times.

19th Annual Report

40

BALANCE SHEET AS AT 31st MARCH, 2016

Particulars Note No. As on 31-03-2016 As on 31-03-2015(Rs.) (Rs.)

I. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 1 383,300,000 383,300,000(b) Reserves and Surplus 2 (540,769,423) (372,195,095)

(2) Non-Current Liabilities(a) Long-Term Borrowings 3 153,097,888 153,757,852(b) Defferred Tax Liabilities (Net)4 15,562,425 15,562,425(c) Long Term Provisions 5 - -

(3) Current Liabilities(a) Short-Term Borrowings 6 1,110,506 1,110,506(b) Trade Payables 7 968,745 12,805,535(c) Other Current Liabilities 8 - -(d) Short-Term Provisions 9 9,067,594 9,333,545

Total 22,337,735 203,674,768

II. Assets(1) Non-current assets

(a) Fixed assets (i) Tangible assets 10 - - (ii) Intangible assets 11 - -

(b) Non-Current Investments 12 - 500,000(c) Long Term Loans and Advances13 2,386,119 201,370,802

(2) Current assets(a) Trade Receivables 14 19,669,190 30,390(b) Cash and Bank Balances 15 121,644 173,798(c) Short-Term Loans and Advances16 160,782 1,599,778

Total 22,337,735 203,674,768

Summary of Significant Accounting PloiciesThe Accompanying Notes are an Integral Part of the Financial Statements

AS PER OUR REPORT OF EVEN DATE

For P.Murali & Co., For Ed & Tech International LimitedFirm Regn. No: 007257SChartered Accountants

P.Murali Mohana Rao S. Muralidhar Reddy B. Prabhakara ReddyPartner Director CEO & Executive DirectorM.No. 023412

K. YedukondaluPlace : Hyderabad Chief Financial OfficerDate : 28-05-2016


41

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2016

Particulars Note As at As atNo. 31-03-2016 31-03-2015

(Rs) (Rs)

Revenue from Operations 17 - -Other Income 18 29,220,107 59,713

Total Revenue 29,220,107 59,713

Expenses:Purchase of Material-Merchant exports 19 - -Employee Benefit expenses 20 714,180 1,820,397Other Operating Expenses 21 191,713,916 3,963,678Administrative Expenses 22 5,347,584 2,528,322Financial costs 23 18,756 42,971Depreciation and Amortization Expense 10 & 11 - -

Total Expenses 197,794,436 8,355,368

Profit Before Exceptional and Extraordinaryitems and Tax (168,574,329) (8,295,655)Exceptional Items - -Profit before extraordinary items and Tax (168,574,329) (8,295,655)Extraordinary Items - -Profit Before Tax (168,574,329) (8,295,655)Tax expense:

(1) Current tax - -(2) Deferred tax - -

Profit(Loss) from the perid from Continuing Operations (168,574,329) (8,295,655)Profit/(Loss) from Discontinuing Operations - -Tax expense of Discounting Operations - -Profit/(Loss) from Discontinuing operations - -Profit/(Loss) for the period (168,574,329) (8,295,655)Earning per equity share: (1) Basic (4.398) (0.216) (2) Diluted (4.398) (0.216)

Summary of Significant Accounting PloiciesThe Accompanying Notes are an Integral Part of the Financial Statements

AS PER OUR REPORT OF EVEN DATE




19th Annual Report

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STANDLONE CASH FLOWS FOR THE YEAR ENDED 31ST MARCH 2016

PARTICULARS Year Ended Year Ended31-03-2016 31-03-2015

A. Cash Flow from Operating ActivitiesNet Profit / (Loss) before tax (168,574,329) (8,295,655)Adjustment for :Depreciation & Amortization - -Dividend Income from Mutual Funds - -Interest Income - -Financial Cost 18,756 42,971Provision for Gratuity & Leave encashment - -Loss on sale of Assets(Net) - -Loss on sale of Investment - -Operating profit before working capital changes (168,555,573) (8,252,684)Adjustment for:Change in Trade receivables (19,638,800) -Change in Short-term loans and advances 1,438,996 9,055,429Change in Short-term Provisions (265,951) 755,469Change in Short trem BorrowingsChange in Trade PayablesChange in Current Liabilities (11,836,790) 106,199Cash generated from operations (198,858,117) 1,664,413Income tax (paid)/ refundedNet cash from operating activities A (198,858,117) 1,664,413

B. Cash Flow from Investing ActivitiesSale of Fixed AssetsPayment for AcquisitionsLoss on Sale of Fixed Assets(Purchase) / Sale of InvestmentsInterest receivedDividend Income from Mutual FundsSale of investments 500,000Purchase of Investments in subsidiaryLong Term Loans & Advances(Deposits) 198,984,683 (353,913)Net cash from investing activities B 199,484,683 (353,913)

C. Cash Flows from Financing ActivitiesProceeds from issue of preference issueIncrease (Decrease) in Loan (659,964) (1,230,080)Interest Paid (18,756) (42,971)Dividend paidIncrease (Decrease) in Share CapitalNet cash used from financing activities C (678,720) (1,273,052)Net change in cash ( A+B+C) (52,154) 37,449Cash and cash equivalents at beginning of year 173,798 136,349Cash and cash equivalents at end of year 121,644 173,798

Summary of Significant Accounting PoliciesThe accompanying Notes are an Integral Part of the Financial Statements

AS PER OUR REPORT OF EVEN DATEFor P.Murali & Co., For Ed & Tech International LimitedFirm Regn. No: 007257SChartered AccountantsP.Murali Mohana Rao S. Muralidhar Reddy B. Prabhakara ReddyPartner Director CEO & Executive DirectorM.No. 023412

Place : Hyderabad K. YedukondaluDate : 28-05-2016 Chief Financial Officer

(Amount in Rs.)


43

SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation of Financial Statements:

The financial statements have been prepared in accordance with the generally acceptedaccounting principles in India under the historical cost conversion on accrual basis,except certain tangible assets which are being carried at revalued amounts. Pursuantto section 133 of the Companies Act 2013 read with Rule 7 of Companies (Accounts)Rules 2014, till the standards of accounting or any addendum thereto are prescribed byCentral Government in consultation and recommendation of the National FinancialReporting Authority, the existing Accounting Standards notified under the CompaniesAct 1956,shall continue to apply. Consequently these financial statements have beenprepared to comply in all material respects with the accounting standards notified underSection 211(3C) of the Companies Act,1956 (Companies Accounting Standards Rules,2006 as amended) and the relevant provisions of the Companies Act, 2013 (‘the Act’).The accounting policies have been consistently applied by the Company and areconsistent with those used in the previous year.

2. Use of Estimates

The preparation of the financial statements in conformity with Generally AcceptedAccounting Practices requires Management to make estimates and assumptions thataffect the reported Assets and Liabilities and disclosures relating to contingent assetsand liabilities as at the date of the Financial Statements and reported amounts of Incomeand Expenses during the period. Although these estimates are based uponmanagement’s best knowledge of current events and actions, actual results could differfrom these estimates. Accounting policies not specifically referred to otherwise areconsistent and in consonance with generally accepted accounting principles.

3. Revenue Recognition

(i) Income from Domestic transaction in the form of training fee from students isrecognized as and when received. As per the accounting standards issued by theInstitute of Chartered Accountants of India, Revenue on account of tuition fee shallbe recognized over the period of transaction. However considering the uncertaintiesabout the duration of the course as well as the prolongation of the training, incomeis being recognized on receipt basis.

(ii) Income from Consultancy Services is recognized on receipt basis.

(iii) Trading income & Other Incomes are accounted on accrual basis.

4. Expenditure

Company’s policy is to provide for all the expenditure on accrual basis. The purchase ofsoftware is recognized as revenue expenditure.

5. Investments

Investments are valued at cost or market price whichever is lower.

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6. Foreign Currency Transactions Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying tothe foreign currency amount the exchange rate between the reporting currency and theforeign currency at the date of transaction.

7. Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetaryitems which are carried in terms of historical cost denominated in a foreign currency arereported using the exchange rate at the date of the transaction; and non-monetaryitems which are carried at fair value or other similar valuation denominated in a foreigncurrency are reported using the exchange rates that existed when the values weredetermined.

8. Exchange Differences

Exchange differences arising on the settlement of monetary items at rates differencefrom those at which they were initially recorded during the year, or reported in previousfinancial expenses in the year in which they arise.

9. Income Tax

Provision for Income Tax, comprising current tax and deferred tax, is made on the basisof the results of the year.

In Accordance with Accounting Standard 22 Accounting for Taxes on Income, issuedby the Institute of Chartered Accountants of India, the deferred tax for timing differencesbetween the book and the tax profits for the year is accounted for using the tax ratesand laws that have been enacted or substantively enacted as of the balance sheetdate.Deferred tax assets arising from temporary timing differences are recognized to theextent there is a reasonable certainty that the assets can be realized in the future.

.10. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the periodattributable to equity shareholders by the weighted average number of equity sharesoutstanding during the year.

11. Cash Flow Statement

Cash flows are reported taking the indirect method, wherein net profit before tax isadjusted for the transactions of non-cash nature and others or other accruals of past orfuture receipts and / or payments. The cash flows from regular revenue generating,investing and financing activities of the company are segregated.


45

Notes to Financial Statment for the year ended 31st March 2016

S. Particulars As on 31-03-2016 As on 31-03-2015No. Rs. Rs.

NOTE NO. 1 : SHARE CAPITAL

a Equity Share Capital(a) Authorised - -

(No. of Shares 10,50,00,000 - Current Year ) 1,050,000,000( No. of Shares 10,50,00,000 - Preious Year) 1,050,000,000

(b) Issued - -( No. of Shares 3,83,30,000 - Current Year) 383,300,000( No. of Shares 3,83,30,000 - Previous Year) 383,300,000

(c) Subscribed & Fully Paid Up - -( No. of Shares 3,83,30,000 - Current Year) 383,300,000( No. of Shares 3,83,30,000 - Previous Year) 383,300,000

(d) Subscribed & not fully paid up - -(e) Par Value per share Rs. 10/-

Total Equity Share capital 383,300,000 383,300,000

b A Reconcilation of the number of sharesoutstanding at the beginning and at the endof the reporting period:

Equity Shares of Rs.10Each, Fully paid upAt the Beginning 38,330,000 38,330,000Issued during the year - Cash Issue - -Forfeited / Bought Back during the year - -

At the end (No. of shares) 38,330,000 38,330,000

c Details of Shareholder holding more than 5%shares of the company:

Equity Shares of Rs. 10 each Held By

Till 30th Sept, 2014Mr.C.C.Reddy - No. Of Shares (C.Y ) Nil ,No. Of Shares ( P.Y) NIL - 10.95%Mrs.C.Subhadra - No. Of Shares (C.Y ) 42,50,836 ,No. Of Shares ( P.Y) 42,50,836 11.09% 11.09%

(Rupees)

% of Share Holding

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46

NOTE NO. 2 : RESERVES AND SURPLUS


I RESERVES AND SURPLUSa) Capital Reserve

- Shares Forfeiture 1,750,000 1,750,000b) Capital Redemption reserve - -c) Securities Premium Reserve

As at the commencement of the year 276,000,000 276,000,000Add: Additions during the year - -Less: Utilised during the year - -

276,000,000 276,000,000d) Surpuls :

Opening Balance - Profit and Loss Account (649,942,691) (641,647,036)Add: Transfer from Profit & Loss Account (168,574,329) (8,295,655)

(818,517,020) (649,942,691)

Total Reserves and Surplus (540,769,423) (372,195,095)

NOTE NO. 3 : LONG TERM BORROWINGS

I Long Term BorrowingsTerm Loans From Banks - Term Loan from Lakshmi Vilas Bank Ltd 73,815,059 73,815,059 - Term Loan from Indian Overseas Bank 79,442,551 79,442,551 From Financial Institutions - Vehicle Loans (154,723) 332,742 From Other Financial Institutions (5,000) 167,500Notes:1. Term Loan with Indian Overseas Bank & The Lakshmi Vilas Bank Ltd -

Secured against hypothecation of immovable assets & personalguarantees by the Directors.

2. Vehicle finance and computers - secured against hypothecation ofvehicles and computers from financial institutions & banks

Total Long Term Borrowings 153,097,888 153,757,852

NOTE NO. 4 : DEFERRED TAX LIABILITY ( NET )

I Opening Deferred tax Liability 15,562,425 15,562,425Add:Deferred Tax Liability for the year( Due to SLM and WDV Difference ) - -Deferred Tax Liability for the year ( Due to Others ) - -

Gross Deferred tax Liability 15,562,425 15,562,425

Opening Deferred Tax Asset - - Provision for Gratuity and Compensated Absences - -

Gross Deferred tax Asset - -

Deferred Tax Liability/ ( Asset ) - Net 15,562,425 15,562,425

(Rupees)


47

NOTE NO. 5 : LONG TERM PROVISIONS


I a) Provisions for employee benefits - -- Provision for Gratuity - -- Provision for Leave Encashment - -

b) Others - -Total Long Term Provisions - -

NOTE NO. 6 : SHORT TERM BORROWINGS.

I Short Term Borrowingsa) Cash Credits and Working Capital

Demand Loan from Banks- SecuredCash Credit from Indian Overseas Bank -1516 - -Cash Credit from The Lakshmi Vilas Bank-2881 1,110,506 1,110,506

b) Other Loans repayable on demand - -

Notes:Note No. 1) Detailed Note has to be given

Total Short Term Borrowings 1,110,506 1,110,506

NOTE NO. 7 : TRADE PAYABLES

I a) Trade Payables 968,745 12,805,535b) Acceptances - -c) Dues to Micro & Small Medium Enterprises - -

Total Trade Payables 968,745 12,805,535

NOTE NO. 8 : OTHER CURRENT LIABILITES

I a) Current maturities of long term debt - -b) Unpaid dividend. - -c) Other Payables - -

Total Other Current Liabilites - -

NOTE NO. 9 : SHORT TERM PROVISIONS

I a) Provisions for Employee Benefits 840,000 3,646,934b) Others

Statutory Liabilities 7,187,636 4,295,721Provision for Expenses 1,039,958 1,390,890

Total Short Term Provisions 9,067,594 9,333,545

(Rupees)

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48

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49

NOTE NO. 12 : NON- CURRENT INVESTMENTS


I Non-Current Investments1) Investment in Subsidiaries

a) Equity SharesInvestment with Visu Academy Ltd.,

- 500,000

Total Non - Current Investments - 500,000

NOTE NO. 13 : LONG TERM LOANS AND ADVANCES

I Capital Advances - -II Deposits 1,055,169 5,393,491III Advances Recoverable in Cash or in kind

Unsecured, Considered Good- Advances Receivable 1,330,951 195,977,312

Sub Total 1,330,951 195,977,312Less: Provision for Bad & doubtful OtherLoans and Advances - -Total Long Term Loans and Advances 2,386,119 201,370,802

NOTE NO. 14 : TRADE RECEIVABLES

I Outstanding for a period exceeding six monthsfrom the date they are due for paymentSecured, Considered Good - -Unsecured, Considered Good 19,669,190 30,390Doubtful - -

Sub Total 19,669,190 30,390Less: Allowance for Bad & Doubtful Debts - -

Sub Total 19,669,190 30,390Other Receivables:Secured, Considered Good - -Unsecured, Considered Good - -Doubtful - -Less : Allowance for bad & doubtful debts - -Total Trade Receivables 19,669,190 30,390

NOTE NO. 15 : CASH AND BANK BALANCES

I Cash and cash eqivalents :a) Balances with banks :

1) On Current Accounts 85,149 66,0482) Margin Money - -3) Un Paid Dividend Account - -

b) Cheques, Draft on hand - -c) Cash on hand 36,495 107,750

Total Cash and Cash Equivalents 121,644 173,798

(Rupees)

Notes to Financial Statment for the year ended 31st March 2016

19th Annual Report

50

NOTE NO. 16 : SHORT TERM LOANS AND ADVANCES

S. Particulars Year Ended Year EndedNo. 31-03-2016 31-03-2015

Rs. Rs.

I Advances Recoverable in Cash or in kind Unsecured, Considered Good - Loans and Advances to Employees 148,635 1,587,631 - TDS Receivable 12,147 12,147

- -Sub Total 160,782 1,599,778

Less: Provision for Bad & doubtful OtherLoans and Advances - -Total Short Term Loans and Advances 160,782 1,599,778

NOTE NO. 17 : REVENUE FROM OPERATIONS

(i) Revenue from operations(a) Sale of Products - Merchant Exports - -(b) Sale of Services

- Coaching/ Training Income - -- Educational Consultancy Income - -

(c) Other Operating Revenues - -

Total Revenue from Operations - -

NOTE NO. 18 : OTHER INCOME

I Other Non-Operating Income 29,220,107 59,713

Total Other Income 29,220,107 59,713

NOTE NO. 19 : PURCHASES

I Purchases - Merchant Exports - -Fright Charges - -

Total Trade Purchases - -

NOTE NO. 20 : EMPLOYEE BENEFIT EXPENSES

I Salaries & Wages 79,894 165,000Managerial Remuneration 600,000 1,500,000Staff Welfare Expenses 34,286 155,397

Total Employee Benefit Expenses 714,180 1,820,397

(Rupees)


51

NOTE NO. 21 : OTHER OPERATING EXPENSES

S. Particulars Year Ended Year EndedNo. 31-03-2016 31-03-2015

Rs. Rs.

Contribution to Provident & Other Funds 314,904 2,306,289Power & Fuel 43,702 637,389Rent 840,000 1,020,000Loss on sale of assets 171,000Net loss on foreign currency transaction& translation - -Bad debts written off 190,344,310Intangible assets written off -

Total Other Expenses 191,713,916 3,963,678

NOTE NO. 22 : ADMINSTRATIVE EXPENSES

I Telephone & Communication Expenses 6,351 198,020Application Fee paid 126,500 -Repairs & Maintenance 55,029 366,111Payment to Auditors:

(i) As Auditor 246,068 246,068(ii) For Other Services - -

Advertisements & Business Promotion Expenses 81,931 80,796Rates & Taxes (excluding Income Tax) 255,108 481,330Professional / Technical Services - 34,240Travelling & conveyance 439 22,675Other Admin Expenses 575,726 1,081,239Printing & Stationary Expenses 599,631 17,843Penalty on TDS 3,400,801 -

Total Administrative Expenses 5,347,584 2,528,322

NOTE NO. 23 : FINANCE COST

I Interest Expenses - Interest on Cash Credit - - - Interest on Term Loans - - - Loan processing Charges & Bank Charges 20,699 29,967Other Borrowing costs & Bank Charges (1,943) 13,004

Total Finance Cost 18,756 42,971

(Rupees)

19th Annual Report

52

NOTES TO ACCOUNTS FORMING PART OF ACCOUNTS FOR THE YEAR ENDEDMARCH 31, 2016

24. Quantitative Details:

The Company is engaged in the Global Educational Consultancy, Coaching/Training,Trading and Software Development. The products and sale of such software cannot beexpressed in any generic unit.

25. A. Expenditure in Foreign Currency:2015-16 2014-15

(Rs.) (Rs.)Foreign Travelling -- --Others -- --

B. Earnings In Foreign Exchange:

Foreign Exchange inflow -- --

26. Micro, Small and Medium Enterprise.

There are no Micro, Small and Medium Enterprise, to whom the Company owes dues,which are outstanding at the Balance Sheet date, computed on unit wise basis.

27. As per accounting standards 18, the disclosures of transactions with the related partiesas defined in the Accounting Standards are given below:

a) Related Parties:

S.No. Particulars Nature of Relationship

1 B Prabhakar Reddy CEO & Executive Director

2 K V S Mallikarjuna Director

3 K V S Mallikarjuna Director

4 C. Sophia Reddy Director

b) Related Party Transactions:

S.No. Name of the Related Nature of For the Year For the YearParty Transaction Ended31-03-2016 Ended 31-03-2015

1 B Prabhakar Reddy Managerial 6,00,000 6,00,000Remuneration

2 C. Chandra Sekhar Managerial - 9,00,000Reddy Remuneration


53

28. Segment Reporting:

As per Accounting Standard 17 on segment reporting disclosures issued by the Instituteof Chartered Accountants of India, the disclosures on segment reporting are givenbelow:

Rs. in Lakhs

PARTICULARS Global Merchant TotalEducation and Trading

Activities

Revenues - - -

Total Income - - -

Identifiable operating expenses 1977.76 - 1977.76

Depreciation - - -

Profit or Loss for the year beforeinterest (1977.76) - (1977.76)

Add : Other income 292.20 - 292.20

Less : Interest expenses 0.19 - 0.19

Net profit before Tax (1685.75) - (1685.75)

Provision for taxation - - -

Prior period items - - -

Net profit after taxes and beforeexception items (1685.75) - (1685.75)

Exceptional Items - - -

Profit/(Loss) for the Period (1685.75) - (1685.75)

29. Earnings per Share (EPS) (AS – 20)

Particulars As at 31st March As at 31st March2016 2015

Net Profit/ (Loss) for the Year (16,85,74,329) (82,95,655)

Weighted Average No. of SharesOutstanding during the year 3,83,30,000 3,83,30,000

Basic & Diluted Earnings per Share (Rs.) (4.40) (0.22)

Nominal Value of the Share(Rs.) 10/- 10/-

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54

30. During the year company has written off advances in the Statement of Profit & lossAccount an amount of Rs. 19,03,44,310/-

31. Due to defalcations made in repayment of loans by the company on the following loanssuit has been filed in Debt Recovery Tribunal, outstanding balances has been trans-ferred to Non performing asset account , the outstanding amount as follows.

Name of the bank Type of loan Amount due (Rs)

Lakshmi vilas bank Term loan 7,38,15,059

Lakshmi vilas bank Cash credit 11,10,506

Indian overseas bank Term loan 4,00,00,000

Indian overseas bank Cash credit 3,94,42,551

32. Contingent Liabilities

Income Tax Demand (Disputed Liability) amounting to Rs. 73,42,363/- for the Assess-ment Years 2007-2008 and 2009-2010.

33. The figures in the Balance Sheet and Profit and Loss Account have been rounded to thenearest rupee.

34. Previous Year figures are regrouped/reclassified.

As per our Report even to date For and on behalf of the Board





55

INDEPENDENT AUDITOR’S REPORT

To the Members

Ed & Tech International Limited (Formerly Known as Visu International Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ed & Tech InternationalLimited (Formerly known as Visu International Limited) (“the Company”), which comprisesthe Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of significant accounting policies andother explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (‘the act’) with respect to the preparation and presentation of thesestandalone financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; design, implementation andmaintenance of adequate internal financial controls, that are operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements basedon our audit.

We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view, in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of

19th Annual Report

56

accounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements:

Basis for Modified Opinion:

The Company does not carry any operations during the year and immediately precedingyear. Also the Company does not have any Asset to discharge its liabilities in the normalcourse of business. Hence these conditions and events that may cast significant doubt onthe entity’s ability to continue as a going concern.

Modified Opinion

In our opinion and to the best of our information and according to the explanations given tous, except the above paragraph in respect of basis of modified opinion, the aforesaidfinancial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2016, its Loss and its cash flowsfor the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act,we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4of the Order.

2. As required by section 143(3) of the Act, we further report that:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with theapplicable Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules 2014 .

e) On the basis of written representations received from the directors as on March31, 2016, and taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2016, from being appointed as a director in terms ofSection 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial report-ing of the company and the operating effectiveness of such controls, refer to ourseparate report in ‘ Annexure B’; and


57

g) With respect to other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial posi-tion in its notes to financial statements.

ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the company during the year ended31st March 2016.

For P. Murali & Co.,Chartered AccountantsFirm Registration No : 007257S

P. Murali Mohana RaoPartnerM.No. 023412

Place: HyderabadDate : 28-05-2016

Annexure A to the Auditors Report

Annexure referred to in Independent Auditors Report to the Members of Ed & TechInternational Limited (Formerly known as Visu International Limited) on thestandalone financial statements for the year ended 31st March 2016, we report that:

i. The Company does not have any Fixed Assets. Hence this clause is not applicable tothe Company.

ii. The company does not have inventory. Hence this clause is not applicable to thecompany.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms,Limited Liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act, 2013. Therefore, the provisions of Clause 3(iii),(iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

iv. The Company has not granted any loans or made any Invetments, or provided anyguarantee or security to the parties covered under section 185 and 186 of the Act.Therefore, the provisions of clause 3(iv) of the said order are not applicable to thecompany.

v. The Company has not accepted any deposits from the public covered under Section 73to 76 of the Companies Act, 2013 and rules framed there under to the extent notified.

vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) According to the information and explanations given to us and based on the recordsof the company examined by us, the company is regular in depositing the undisputed

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statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, asapplicable, with the appropriate authorities in India ;

(b) There were no undisputed amounts payable in respect of Provident Fund, ,Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Dutyand other material statutory dues in arrears as at 31st March 2016 for a period ofmore than 6 months for the date they became payable.

(c) According to the information and explanations given to us and based on the recordsof the company examined by us, there are no dues of Income Tax, Wealth Tax,Service Tax, Sales Tax, Customs Duty and Excise Duty which have not beendeposited on account of any disputes except given below in respect of IncomeTax:

S.No. Name of the Statute Assessment Year Amount in Rs.

1 Income Tax 2009-2010 37,07,534

2 Income Tax 2007-2008 38,34,829

viii. In our opinion, and according to the information and explanations given to us, thecompany has defaulted in repayment of dues to banks as at the balance sheet date. Allbank outstanding dues have become NPA and respective outstanding dues have beentransferred to ASREC & ARCIL by the Banks for recovery proceedings.

ix. The Company has not raised any moneys by way of initial public officer, further publicoffer (including debt instruments) and term loans. Accordingly, the provisions of thisclause are not applicable to the Company.

x. According to the information and explanations given to us, no material fraud by thecompany or on the company by its officers or employees has been noticed or reportedduring the course of our Audit.

xi. The Company has paid/provided for managerial remuneration in accordance with therequisite approvals mandate by the provisions of section 197 read with schedule V tothe Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable toit, the Provisions of clause 3(xii) of the order are not applicable to the company.

xiii. The Company has entered into transactions with related parties in compliance with theprovisions of section 177 and 188 of the Act. The details of such related party transac-tions have been disclosed in the financial statements as required under Accountingstandard (AS) 18, related party disclosures specified under section 133 of the Act, readwith rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment of private placement of shares orfully or partly convertible debentures during the year under review. Accordingly, theprovisions of clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into non-cash transactions with its directors or personsconnected with him. Accordingly, the provisions of clause 3(xv) of the Order are notapplicable to the Company.


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xvi. The Company is not required to be registered under section 45-IA of The Reserve Bankof India Act 1934. Accordingly, the provisions of clause 3(xvi) of the order are notapplicable to the Company.

For P. Murali & Co.,Chartered AccountantsFirm Registration No 007257S


Place: HyderabadDate: 28-05-2016

Annexure B to the Independent Auditor’s ReportReport on the Internal Financial Controls under clause (i) of the Sub-section 3 ofthe Section 143 of the Companies Act, 2013 (‘The Act’)

We have audited the internal financial controls over financial reporting of Ed & Tech InternationalLimited (Formerly Known as Visu International Limited) (‘the company’) as of 31st March2016 in conjunction with our audit of standalone financial statements of the company for theyear ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by thecompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India (ICAI). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherenceto company’s policies, the safeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls overfinancial reporting based on our Audit. We conducted our audit in accordance with theGuidance note on Audit of Internal Financial Controls Over Financial Reporting ( the “GuidanceNote”) and the standards on Auditing deed to be prescribed under section 143(10) of the Actto the extent applicable to an Audit of Internal Financial Controls, both applicable to an auditof Internal Financial Controls and both issued by the ICAI. These standards and guidancenote require that we comply with ethical requirements and plan and performed the audit toobtain reasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operating effectiveness.Our Audit of internal financial controls over financial reporting included obtaining an

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understanding of internal financial controls over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. The procedures selected depend on theAuditor’s Judgment, including the assessment of the risk of martial misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion and the company’s internal financial control system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles. A Company’s internal financial control over financial reporting includesthese policies and procedures that (1) pertain to the maintenance of records that, inreasonable detailed, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements in accordance with generallyaccepted principles, and that receipts and expenditures of the Company are being madeonly in accordance with authorization of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacqusition, use, or disposition of the Company’s assets that could have a material effect onthe financial statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

Because of the inherent limitation of internal financial controls over financial reporting, includingthe possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be deducted. Also, Projections ofany evaluation of the internal financial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31st, 2016, based on the internal controlover financial reporting criteria established by the company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute Of Chartered Accountants of India.

For P. Murali & Co.,Chartered AccountantsFRN: 007257S


Place: HyderabadDate: 28-05-2016


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AffixRevenueStamp


Flat No.104-106, Lumbini Enclave, Punjagutta, Hyderabad 500 082Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN: L72200AP1997PLC027073Name of the company: Ed & Tech International Limited(Formerly Known as Visu International Limited)Registered office: Flat No.104-106, Lumbini Enclave, Punjagutta, Hyderabad 500 082

Name of the Members

Registered Address

E. Mail ID

Folio No./Clint I.D

D.P I.D

I/We, being Member /Members of Ed & Tech International Limited (Formerly Known as VisuInternational Limited) hereby appoint1. Name: ………………………...…....….... 2. Name: ……….........………………….…..

Address: ……………….....…………..... Address: ……..…………….....……….....

……………………......………….……....... ...............................................................

E-Mail ID………….......…………............. E-Mail ID………...…………….................

Signature……............…... Or failing him Signature……...........................….....…..

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 19th Annual generalmeeting of the company, to be held on the Friday, 30th day of September 2016, at 3.00 p.m. at SundaraiahVignana Kendram, (Mini Hall), Bagh Lingampally, Hyderabad – 500 044 and at any adjournment thereof inrespect of such resolutions as are indicated below:

Resolution No Resolution

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2016the Profit and Loss Account for the year ended on that date and the Reports ofthe Directors and the Auditors thereon

2 To appoint a Director in place of Mrs. C Sophia Reddy who retires by rotationand being eligible offers herself for reappointment

3. To ratify the re-appointment of M/s. P. Murali & Co., Chartered Accountants,Hyderabad as Statutory Auditors of the Company until the conclusion of the 20th

Annual General Meeting to be held in the year 2017 and fix their remuneration

Special Business4. To appoint Mr. Dennis Paul Dunham as Independent Director of the Company

Signed this________ day of____________ 2016Signature of Shareholder______________________

Signature of Proxy holder (s) __________________

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Note:a. Proxy need not be a member of the Company.b. The Proxy Form duly filled in and signed by the Member(s) across the revenue stamp should reach the Company’s Registered Office at least 48

hours before the commencement of the meeting.c. Corporate members intending to send their authorized representative(s) to attend the meeting are requested to send a certified copy of the Board

resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.

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Flat No.104-106, Lumbini Enclave, Punjagutta, Hyderabad 500 082

19th Annual General Meeting – Friday – 30th September 2016

Attendance Slip

Folio no. / DPID and Client ID no:

No. of shares

Name and address of First/sole shareholder:

I, hereby record my presence at the 19th Annual General Meeting of the Company to beheld on Friday, September 30, 2016 at 3.00 p.m. at Sundaraiah Vignana Kendram,(Mini Hall), Bagh Lingampally, Hyderabad – 500 044

Name of the Member/Proxy Signature of the Member/Proxy(Block Letters)

Notes:a. Only Member/Proxy can attend the Meeting. No minors would be allowed at the

Meeting.b. Member/Proxy who wish to attend the Meeting must bring this attendance slip to

the Meeting and hand over at the entrance duly filled in and signed.c. Member/Proxy should bring his/her copy of the Annual Report for reference at the

Meeting.

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Documents

Ed & Tech International Limited - Bombay Stock … & Tech International Limited 3 NOTICE NOTICE is hereby given that the Nineteenth Annual General Meeting of the company will be held