Venus Universal Ltd Management Discussions

1. Industries Structure and Development

The company has already designed a portal which contains the details of eye surgeons, eye banks etc. all over the world. As the world is now getting closer because of the information technology, the company expects to get more clients form foreign countries. Further the cost for all the medical facilities in India is very low as compared to other parts of the world; hence this will help the company to generate more revenue.

2. Opportunities and threats

As the tariff barriers reduce and the world becomes one marketplace, competition is ‘ bound to Increase. This throws up previously unavailable opportunities as also threats.

In today’s fast changing technology scenario all it takes for a competitor to come up with similar products is 6-12 months. A pioneer always has to take risks of failure while trying to reap the rewards of success. Other than these the management does not foresee any risk.

3. Segment-wise or product-wise performance

The company has got the two different segments:

Software and Electrical work. Income derived from the software is Rs 94,600/- and from electrical contract is Rs 12,75,165. And Other Income is Rs. 10,17,960/-.

4. Risk and Concerns.

There are no risks and concerns to the company except as already discussed , hereinabove.

5. Internal control systems and their adequacy .

Internal control systems mainly comprise safeguarding the company’s assets from loss or damage and ensuring adequate and appropriate insurance cover. Keeping an ongoing check on various cost structures, Providing adequate financial and accounting control and implementing required accounting standards; and Implementation of internal accounting control through Company’s internal audit department and periodic review by the management. The Audit Committee also plays a crucial role by making periodical reviews and holding discussions with the management and statutory auditors and such other ways as it considers appropriate. *

6. Discussion of financial performance with respect to operational performance

The Company’s financial performance with respect to operational performance is regularly reviewed by the Board as well as the Audit Committee.

7. Material development in Human Resources/ Industrial Relations front, including number of people employed

It is becoming increasingly difficult to attract and retain quality human resources to what is perceived as a manufacturing sector, though services are playing an increasing role in the Company’s fortunes. The Company has reasonably succeeded in attracting , and retaining its core human resources and industrial relations have been cordial and satisfactory at all its operating bases. The Company continues to maintain its excellent rapport with its employees. Company is in the process of identifying and recruiting necessary human resources for its projected activities. .

8. Cautions

The above discussions are based on the experience and information available to the Company in its share of activities at this stage and also on certain assumptions with regards to domestic, financial and economic conditions, government regulations and policies etc. Performance of the Company is dependent on these and other external factors. It is not unlikely that any major change in such factors may affect the views expressed or perceived in this report.

4) DISCLOSURES

The company has not done any related party transaction as per As - 18 read with seen 297 of Act. However the detail of key management person are given in notes to accounts

There are no materially significant related party transactions i.e., trahsactions material in nature, with its promoters, the directors of the management, there subsidiaries or relatives, etc., having potential conflict with the interests of the Company at large.

There has not been any non-compliance by the Company and no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

5) MEANS OF COMMUNICATION ’

a) The quarterly results are normally published in Local Daily’s. These are not sent individually to shareholders.

b) The Company has not made any presentations to any Institutional Investors/ Analyst during the year.

c) Management Discussion and Analysis is covered elsewhere in the Directors’ Report to Members.

6) SHAREHOLDERS INFORMATION 1. Annual General Meeting

Date	: 19th September, 2014 .
Time	:10.30 A.M.
Venue	: Vijay Laxmi Chamber, Artillary Center Road, Nashik Road. 422101
2. Book closure date	: 12th Sept., 2014 to 19th Sept., 2014 (Both Days Inclusive)
3. Listing of equity shares	: The Shares are listed on Bombay Stock Exchange (BSE), Phrioze Jeejeebhoy
	Tower, Dalai Street Mumbai - 400 001. Annual listing fees for the year 2013 -14 (as applicable) has been paid by the company to BSE.
4. Stock Code.	: BSE Scrip Code: 530769
	BSE Trading Symbol: VENUS UNIV

5. Stock Price Data: High/Low in each month of year ended March 31, 2014 on Bombay Stock Exchange.

i) Month wise Stock Prices Data for the year 2013-2014

Year	Apr.	May	June	July	Aug	Sept.	Oct.	Nov.	Dec.	Jan.	Feb.	Mar.
High(Rs)	0.11	0.11	0.11	0.21	0.13	0.10	0.31	0.47	0.45	0.46	0.42	0.37
Low(Rs)	0.06	0.07	0.04	0.09	0.04	0.02	0.11	0.32	0.36	0.33	0.33	0.29

ii) Year wise Stock Prices Data.

Year	2007	2008	2009	2010	2011	2012	2013	2014
High(Rs.)	1.16	1.32	0.84	0.59	0.43	0.35	0.29	0.78
Low(Rs.)	0.35	0.23	0.20	0.30	0.19	0.17	0.02	0.25

6. Registrar and Transfer Agent

The Company has in-house facilities for shares transfers and redressal of related grievances, and in this regard, members may contact the Vice President- Corp. Governance and Company Secretary, Sharex Dyanamic (India) Pvt. Ltd., 17/B, Dena Bank Building , 2ns Floor, Horniman Circle , Fort Mumbai - 400 001. During the year there are no grievances from any shareholder or otherwise.

7. Share Transfer System

Transfer request are received in physical firm are presently process by the R.&.T. agent and the Share Certificate are returned within a period of 15days from the date of receipt. The company obtains from a company secretary in practice half-yearly certificate of compliance with the share transfer certificate formalities as required under the clause 47 ( c ) of the listing agreement with stock exchange and files a copy of the certificate with the stock exchange.

8. Distribution of Shareholding as on 31st March, 2014,

No. of Shares Held (Range)	No. of Share Holders	% of Holders	No. of Shares " Held	% Share Holding
Upto 100	270	3.36	15500	0.03
101 to 200	178	2.22	33416	0.07
201 to 500	886	11.03	406966	0.81
501 to 1000	1796	22.37	1746195	3.48
1001 to 5000	3286	40.92	10230199	20.37
5001 to 10000	899	11.20	7745807	15.42
10001 to 100000	670	8.34	17678082	35.19
Above 100001	45	0.56	12375835	24.64
TOTAL	8030	100.00	50232000	100.00

9. Categories of Share holding as on 31st March, 2014.

No. of Equity Shares held (Range)	No. of Share Holders	% of Holders	No. of Shares Held	% Share Holding
Promoter & Group Companies	165	2.110	3400624	6.770
Director	2	0.025	1494029	2.974
Financial Institution / Bank	0	0	0	0
Matual Funds	0	0	0	0
F.I.I., NRI, & OCBS.	18	0.197	. 234587	0.467
Public	7845	97.669	45102760	89.789
TOTAL	8030	100.00	50232000	100.00

10. Dematerialisation of Shares

During the previous years and the year under review 49,529,325 shares have been dematerialised with the following depositories:

National Securities Depository Limited (NSDL)	29,823,039
Central Depository Securities Limited (CDSL)	19,706,282
ISINNO.: INE 381C01020

11. Outstanding GDR/ADR/Warrants.

The company has not issued any GDR(s)/ADR(s) Warrants/Convertible instruments.

12. Address for Correspondence

Share Holders may correspond at:

Venus Universal Limited

Vijaylaxmi Chamber, Artillary Center Road, Nashik Road 422 101.

On all matters relating to Transfer / Dematerialisation of shares, Payment of Dividend, and any other query relating to shares of company.

13. Other Disclosure.

Details of Annual General Meeting, AGM Held during the past Three Years.

Year	Date	Time	Venue
2010-2011	03 Sept. 2011	11.00	VijayLaxmi Chamber, Nashik Road.
2011-2012	20 Sept. 2012	10.30	VijayLaxmi Chamber? Nashik Road.
2012-2013	16 Sept. 2013	11.00	VijayLaxmi Chamber, Nashik Road.

 

Date: 26th August. 2014	For and On Behalf of the Board.
Place: Nasik.	Sd/-
	Arpana V. Patil.
	(Managing Director)