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Vision Corporation Ltd.

BSE: 531668 Sector: Media
NSE: N.A. ISIN Code: INE661D01015
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.85
PREVIOUS CLOSE 0.89
VOLUME 10450
52-Week high 1.76
52-Week low 0.85
P/E 17.00
Mkt Cap.(Rs cr) 2
Buy Price 0.85
Buy Qty 8850.00
Sell Price 0.92
Sell Qty 3000.00
OPEN 0.85
CLOSE 0.89
VOLUME 10450
52-Week high 1.76
52-Week low 0.85
P/E 17.00
Mkt Cap.(Rs cr) 2
Buy Price 0.85
Buy Qty 8850.00
Sell Price 0.92
Sell Qty 3000.00

Vision Corporation Ltd. (VISIONCORPN) - Director Report

Company director report

To

The Members

Vision Corporation Limited

The Directors of the Company take pleasure in presenting their 21st AnnualReport together with the Audited Financial Statements for the financial year ended March31 2016.

Financial Results

The summary of the Company’s financial performance for the financial year 2015-16as compared to the previous financial year 2014-15 is given below:

(Amount in Lakhs)
Particulars Year Ended 31/03/2016 Year Ended 31/03/2015
Income 151.63 246.11
Expenses 147.64 222.27
Profit before Dep. & Int. 23.84 23.84
Depreciation 21.91 19.40
Finance Cost 0.97 0.54
Profit after Depreciation & Interest 3.98 3.89
Provision for Taxation 1.47 1.92
Profit after Tax 2.51 1.98
Net profit/ (Loss) 2.51 1.98
Amount Available for 2.51 1.98
Appropriation
Balance carried to Balance Sheet 2.51 1.98

Highlights

During the year your company has earned the income of Rs. 151.63 Lakhs including otherincome as compared to Rs. 246.11 Lacs in the previous year. The Net profit after tax isRs. 2.51 Lacs against the Net Profit of Rs. 1.98 Lacs in the previous year.

Dividend

To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.

CHANGES IN THE SHARE CAPITAL

There was no change in share capital of the Company during the Financial Year 2015-16.

Public Deposits

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

Board of Directors

During the year 2015-2016 the Management of the Company has no changed.

In Compliance with Section 203 of the Companies Act 2013 Mr. Brijesh Rathod is beingappointed as Company Secretary (CS) of the company under KMP category w.e.f. 01.08.2015.

Policies on Directors’ Appointment And Remuneration

The policies of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure I (a) & I (b) to this Report.

Board Committees

Your Company has following Committees of Board viz

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance’ formingpart of the Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors’ Responsibility Statement your Directors herebyconfirm that:

• in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures are made;

• appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

• proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

• the annual accounts have been prepared on a going concern basis; and Propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

Auditors

Statutory Auditors

The Company Auditors M/s. Bhasin hota & Co. Chartered Accountants retire at theconclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act 2013 (‘theAct’) read with Rule 6 of the Companies (Audit and Auditors) Rules 2014 the AuditCommittee and the Board have recommended their reappointment as Statutory Auditors of theCompany from the conclusion of the forthcoming Annual General Meeting till the conclusionof the next Annual General Meeting of the Company subject to the ratification by themembers of the Company in every annual General Meeting.

The Company has received a written consent to such appointment from M/s. Bhasin hota& Co Chartered Accountants and a certificate that the appointment if made shall bein accordance with the criteria as specified in Section 141 of the Act. In the term ofListing Regulation the Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2015-2016. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral partof this Report.

Audit Committee

The Company in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof and Regulation 18 of the Listing Regulations of the ListingAgreement reconstituted Audit Committee. It comprises of two Independent Director and oneNon Independent Director. The Chairman of the Committee is Independent Director i.e. Mr.Dilip Dutta.

The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations. TheListing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board ofDirectors of the Company held on 28th May 2015 the Board of Directors alignedthe terms of reference and scope and functioning of the Audit Committee with the newrequirements of the Companies Act 2013 and Listing Agreement norms.

Related Party Transactions

The Company has not entered into the transactions with the related party which attractsthe provisions of Section 188 of the Companies Act 2013 and the rules made thereunder.

Particulars of Loans Guarantees or Investments

There have been no loans guarantee or investments made by Company under Section 186 ofthe Companies Act 2013 during the Financial Year 2015-16.

Risk Management and Internal Controls

The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 The certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis annexed to the Corporate Governance Report.

Board meetings

The Board meets at regular intervals to discuss and decide on the Company’spolicies and strategy apart from other Board matters.

During the financial year 2015-16 Six (06) board meetings were held on 28.05.201525.06.2015 01.08.2015 07.08.2015 09.11.2015 and 08.02.2016 the gap between the twoboard meetings did not exceed 120 days.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies’(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company. There were no foreign earningsor outgoings during the year.

Listing of Shares of the Company

The Equity Shares of your Company is listed on BSE Limited However the trading of theEquity Shares of the Company are revoked from 28.07.2016 (Notice Received on 20.07.2016).

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2016-17.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.

During the financial year 2015-16 no cases under this mechanism were reported in theCompany.

Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2015-16 no cases in the nature of sexual harassment werereported at our workplace of the company.

Management Discussion and Analysis Report

Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report marked as Annexure V.

Acknowledgements

The Directors express their sincere gratitude to the BSE Limited National StockExchange of India Limited Ministry of Finance Ministry of Corporate Affairs Registrarof Companies National Securities Depository Limited other government and regulatoryauthorities financial institutions and the bankers of the company for their ongoingsupport.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company’s stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.

On behalf of the Board of Directors
Sd/- Sd/-
Ashok Kumar Mishra Ashutosh Ashok Mishra
(Managing Director) (Whole time Director)
Date: 09/08/2016

Annexure to Directors’ Report

Annexure - I (a)

Policy On Selection And Appointment Of Directors

Objective:

Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) theNomination and Remuneration Committee of a company is required formulate the criteria fordetermining the qualifications positive attributes and independence of a directorproposed to be appointed as an director on the board of the company.

This Policy document records the criteria for selection and appointment of directors onthe Board of the Company.

Scope:

This Policy is applicable to selection and appointment of Directors on the Board of theCompany.

Criteria for selection of Directors:

The Nomination and Remuneration Committee (‘the Committee’) of the Board ofthe Company to keep the following criteria in mind while assessing the suitability of anindividual as a director on the Board of the Company:

• Demonstration of independence integrity high personal and professional ethics;

• Ability and willingness to commit sufficient time to the responsibilities as aBoard member;

• Understanding of the Company’s/Group’s business and related industry;

General understanding of marketing finance and other disciplines relevant to thebusiness of the Company/ Group; Educational and professional background professionalqualification and/or experience of having run a business at senior management and decisionmaking level; Age giving sufficient experience as well as length of service available;Ability to assessment the conflict of interest if any; Personal accomplishments andability to influence decisions

The above are the broad parameters for assessing the candidate’s suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.

The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidate’s credentials experience and expertise the composition of the Board atthe time and other relevant circumstances.

The Committee will also keep in mind regulatory requirements in this regard. Forexample a person cannot serve on more than seven public listed company boards in additionto the Company. Also a person who serves as the Managing Director/ Chief Executive Officer(or equivalent position) of any company cannot serve on the Board of more than threeadditional public listed companies.

The Company may appoint or re-appoint any person as the Managing Director and/orWhole-time Director for a term not exceeding five years at a time. Further they shall notbe reappointed earlier than one year before the expiry of their term.

An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.

Annexure - I (b) Policy on Performance Evaluation and Remuneration of the Directors:Scope:

All members of the Board of Directors

Objective:

To assist in the process of assessing the participation and contribution in the Boardlevel deliberations by the directors of the company To monitor and evaluate the attainmentof the Board objectives To provide the Directors an opportunity to reflect on and assesstheir areas of strength and development

Criteria for determination of Remuneration of Directors:

The Non-executive Directors and Independent Directors will receive remuneration by wayof sitting fees for attending meetings of the Board and/or Committee thereof as decidedby the Board from time to time subject to the limits specified under the Companies Act2013 (the Act) including any amendments thereto. In addition to the sitting fees theNon-executive and Independent Directors may also be paid commission as may be determinedby the Board subject to the limits specified under the Act.

The remuneration of Non-executive Directors and Independent Directors will be governedby the role assumed number of meetings of the Board and the committees thereof attendedby the directors the position held by them as the Chairman and member of the committeesof the Board and overall contribution to the business. Besides these the determination ofremuneration of independent directors will also depend on the external competitiveenvironment track record individual performance of the directors and performance of theCompany as well as the industry standards.

Secretarial Audit Report - Annexure II

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2015-2016

[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]

To

The Members

Vision Corporation Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s VISION CORPORATIONLIMITED (hereinafter called "the Company") incorporated on 07thMarch 1995 having CIN: L24224MH1995PLC086135 and Registered office at 2/A2ND FLOOR CITI MALL LINK ROAD ANDHERI (WEST) MUMBAI-400053Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March2016 complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31stMarch 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and the Bye-Laws framedthereunder.

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act’):-

(v) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011

(vi) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

(vii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009- NOT APPLICABLE

(viii) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999- NOT APPLICABLE

(ix) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- NOT APPLICABLE

(x) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(xi) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009-NOT APPLICABLE

We have relied on the representation made by the Company and its officers for thesystems and the mechanism formed by the company for the Compliances under the applicableActs and the regulations to the Company. The List of major head/groups of Acts/laws andregulations applicable to the Company is enclosed and marked as

Annexure I

We have also examined compliance with the applicable clauses of the following: (xii)Secretarial Standards issued by The Institute of Company Secretaries of India.(xiii) The Listing Agreement entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except for the followingobservations:

I. COMPANIES ACT AND THE RULES MADE THEREUNDER

1. The trading of the Equity Shares of the Company is suspended from the BSE Limiteddue to the non-compliance of Clauses of the Listing Agreement (Trading in security startBy BSE on 28th July 2016).

2. The Company has not filed following e-forms during the year under review; a.Approval of the Audited Financial Statements for the year ended March 2015 b. Approval ofthe Directors Report for the year ended March 2015. c. To take note of the disclosures ofdirectors interest and shareholding.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors and Key Managerial Personnel that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent as per the provisions of the Companies Act 2013 andthe rules made thereunder and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through the unanimous consent of all the Board ofDirectors and recorded as part of the minutes.

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.

For Sark & Associates
Company Secretaries
Sd/-
Date: 09/08/2016 Sumit Khanna
Place: Mumbai Partner
M. No: 22135 CP No: 9304

ANNEXURE-I

Name of the Other Acts

1 The Dramatic Performances Act 1876 (Relevant Provisions)

2 The Cinematograph Act 1952

3 The Cinematograph (Certification) Rules 1983

4 The Telecom Regulatory Authority of India Act 1997 and the rules and regulationsmade thereunder.

5 The Cine-workers and Cinema Theatre Workers (Regulation of Employment)

Act 1981 and the rules made thereunder.

6 Foreign Exchange Management Act 1999 /Foreign

Direct Investment Policy

7 Information Technology Act 2000

8 Consumer Protection Act 1986

9 Acts Specified under the Direct and the Indirect tax

10 Acts prescribe under the Environmental Protection

11 Acts prescribe under the prevention and control of the pollution.

12 General Clauses Act 1897

For Sark & Associates
Company Secretaries
Sd/-
Date: 09/08/2016 Sumit Khanna
Place: Mumbai Partner
M. No: 22135 CP No: 9304

To

The Members

VISION CORPORATION LIMITED

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis (by verifying records made available to us) to ensurethat correct facts are reflected in secretarial records. We believe that the processes andpractices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained Management representation about the complianceof laws rules and regulations and occurrence of events.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is responsibility of management. Our examination was limited to theverification of process followed by Company to ensure adequate Compliance.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Sark & Associates
Company Secretaries
Sd/-
Date: 09/08/2016 Sumit Khanna
Place: Mumbai Partner
M. No: 22135 CP No: 9304