Vision Corporation Limited
The Directors of the Company take pleasure in presenting their 22nd AnnualReport together with the Audited Financial Statements for the financial year ended March31 2017.
The summary of the Company's financial performance for the financial year 2016-17 ascompared to the previous financial year 2016-17 is given below:
(Amount in Lakhs)
|Particulars ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
|Income ||190.59 ||151.63 |
|Expenses ||185.12 ||147.64 |
|Profit before Dep. & Int. ||21.67 ||23.84 |
|Depreciation ||15.17 ||16.95 |
|Finance Cost ||1.03 ||0.97 |
|Profit after Depreciation & Interest ||5.46 ||3.98 |
|Provision for Taxation ||1.76 ||1.47 |
|Profit after Tax ||3.70 ||2.51 |
|Net profit/ (Loss) ||3.70 ||2.51 |
|Amount Available for Appropriation ||3.70 ||2.51 |
|Balance carried to Balance Sheet ||3.70 ||2.51 |
During the year your company has earned the income of Rs. 185.12 Lakhs including otherincome as compared to Rs. 147.64 Lacs in the previous year. The Net profit after tax isRs. 3.70 Lacs against the Net Profit of Rs. 2.51 Lacs in the previous year.
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 2016-17.
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 2016-2017 the Management of the Company has no changed.
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.
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' forming partof 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 hereby confirmthat:
> 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
> Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
> 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 ('the Act') readwith Rule 6 of the Companies (Audit and Auditors) Rules 2014 the Audit Committee and theBoard have recommended their reappointment as Statutory Auditors of the Company from theconclusion of the forthcoming Annual General Meeting till the conclusion of the nextAnnual General Meeting of the Company subject to the ratification by the members of theCompany 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 2016-2017. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral part of thisReport.
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 2016-17.
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.
The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters.
During the financial year 2016-17 Four (04) board meetings were held on 24.05.201609.08.2016 09.11.2016 and 07.02.2017 the gap between the two board meetings did notexceed 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.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2017-18.
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 2016-17 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 2016-17 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.
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) ||(Managing Director) |
Date: 08/08/2017 Place: Mumbai
Annexure to Directors' Report
Annexure - I (a)
Policy On Selection and Appointment of Directors
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 a director on the board of the company.
This Policy document records the criteria for selection and appointment of directors onthe Board of the Company.
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 of the Companyto keep the following criteria in mind while assessing the suitability of an individual asa 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 - professional qualification and/orexperience of having run a business at senior management and decision making level;
> Age giving sufficient experience as well as length of service available;
> Ability to assessment the conflict of interest if any;
> Personal accomplishments and ability 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 at thetime 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:
All members of the Board of Directors Objective:
> To assist in the process of assessing the participation and contribution in theBoard level deliberations by the directors of the company
> To monitor and evaluate the attainment of the Board objectives
> To provide the Directors an opportunity to reflect on and assess their areas ofstrength 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.