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Vision Cinemas Ltd.

BSE: 526441 Sector: Media
NSE: N.A. ISIN Code: INE515B01025
BSE 00:00 | 20 Oct 0.44 -0.02
(-4.35%)
OPEN

0.45

HIGH

0.46

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0.44

NSE 05:30 | 01 Jan Vision Cinemas Ltd
OPEN 0.45
PREVIOUS CLOSE 0.46
VOLUME 52175
52-Week high 1.38
52-Week low 0.44
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.46
Buy Qty 490.00
Sell Price 0.48
Sell Qty 300.00
OPEN 0.45
CLOSE 0.46
VOLUME 52175
52-Week high 1.38
52-Week low 0.44
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.46
Buy Qty 490.00
Sell Price 0.48
Sell Qty 300.00

Vision Cinemas Ltd. (VISIONCINEMAS) - Director Report

Company director report

To

The Members

Vision Cinemas Limited

Your Directors have pleasure in presenting the Twenty Sixth Annual Report on thebusiness and operations together with the Audited Financial Statements for the year endedon March 31 2019. The performance of the Company for the year ended on March 31 2019 issummarized below:

FINANCIAL PERFORMANCE

The Financial Results of the Company for the year are as under:

(Rs. In Lacs)

Particulars Year ended March 31 2019 Year ended March 31 2018
Revenue 26.10 16.00
Expenses 18.59 18.60
Net Profit / (Loss) from Operation before Tax 7.50 (2.61)
Tax expenses (Current & Deferred) 1.54 (3.63)
Net Profit / (Loss) after tax 5.96 1.03
Earning Per Share 0.01 0.002

The financial year 2018-19 saw a rise in revenue followed by increase in Net profitsfor the Company. The turnover of the Company saw a decent hike by 61%.

DIVIDEND

The Company sees favorable market conditions and growth prospects in years to come. TheCompany has secured profits after a long time. The residual amount of profits afterwriting off previous losses being too less the Board has recommended not to declare anyDividend for the current year and primarily create sufficient buffer to tackle any futuresituation.

AMOUNTS TO BE CARRIED TO ANY RESERVES:

The Board has proposed transfer of surplus of profit and loss account to reserve.

MATERIAL CHANGES AND COMMITMENTS:

There are no other material changes and commitments that have occurred between the endof financial year of the company and the date of this report affecting the financialposition of the company as on 31st March 2019 except appointment of Two IndependentDirectors & change in constitution of Board of Directors.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31 2019 the Company had One (1) subsidiary company. There has been nomaterial change in the nature of business of the subsidiary. The Company did not have anyAssociate Companies or Joint Ventures at the end of this Financial Year.A statement inForm AOC-1 pursuant to the first proviso to Section 129 of the Act read with rule 5 of theCompanies (Accounts) Rules 2014 containing salient features of the financial statement ofsubsidiaries/associate companies/ joint ventures forms part of this Report.

FIXED DEPOSITS

The Company neither accepted nor invited deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 70824705/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock option nor sweat equity nor issued any convertible instrument.

Further the Company have already submitted relevant return of allotments to updaterecords of MCA and display above capital but due to certain technical glitches in websiteof MCA the same displays only the erstwhile paid up capital of the Company. The Companyis constantly making required efforts to update the same.

Further the return of allotment being submitted after closure of Financial Year theAudit report also shows and reflects erstwhile paid up capital. (The Allotment waseffected before closure of Financial year but only return to be submitted with Ministrywas pending)

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure- I".

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company Messrs.VSagarand Co. Chartered Accountants(FirmRegistration No. 016658S) Bangalore were appointed as the Statutory Auditors of theCompany at the previous AGM i.e. in the 25th AGM of the Company to hold theoffice from conclusion of that meeting until the conclusion of the 30thAGM ofthe Company.The Company is under no obligationof Ratifying the appointment of StatutoryAuditor as the said requirement is omitted vide Companies (Amendment) Act2017.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany hadappointed Messrs.GBM& Associates Practicing Company Secretaries Bangalore toundertake the Secretarial Audit of the Company for the financial year 2018-19. The Reportof the Secretarial Audit is annexed herewith as 'Annexure - II' .The comment to thequalification reservation or adverse remark in the Secretarial Audit Report of theCompany is as follows:

The Company had only 3 Directors on Board and all of them were Promoter / PromoterGroup. In near Past the Health of Mr. Rangavasanth the Managing Director and who is atthe helm of operations of the Company was deteriorated and was on a complete bed rest forlong period. Thus there was a sharp down fall in Company’s Compliance structure andreporting to stakeholders and meeting expectations of Authorities vide variousregulations. The company acknowledges late submissions and certain violations likeimproper structure of Board but now as the Management being again active It hasimmediately taken required steps to set up Compliance Module and also replaced theCompliance team who shall guide the Management to be regular in submissions and meetstakeholder expectations.

AUDITORS REPORT

The Auditors’ Report on the accounts of the Company for the financial year endedMarch 31 2019 is self-explanatory and does not call for any further explanations orcomments that may be treated as adequate compliance of provisions of the Companies Act2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors and the Secretarial Auditors of the Company have not reportedany frauds to the Audit Committee or to the Board of Directors as prescribed under Section143(12) of the Companies Act 2013 including rules made thereunder.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT 9 shall form part of the Board’sreport in ‘Annexure- III'.

DIRECTORS

During the year under review there was no change in the Directors.

However after the closure of Financial Year but before the date of Annual GeneralMeeting Designation of Mr. Bindiganavale Rangavasanth (DIN- 01763289) has been changed toManaging Director and Mrs. Anita Vasanth (DIN:01763255) has been appointed as CFO w.e.f.30th May 2019 to fulfill the one of the Criteria of appointment of KMP.

The Board of Directors of the Company had in its meeting held on 1st July 2019appointed ShriKunal Ashok (DIN: 08497957) as an Additional Director in category ofIndependent Director. The office of additional director Shri. Kunal Ashok (DIN: 08497957)categorized as Non-Executive Independent Director of the Company extends up to the dateof conclusion of this Annual General Meeting. The Company has pursuant to Section 160 ofthe Companies Act2013 received a notice from member signifying intention to propose theappointment of Shri. Kunal Ashok (DIN: 08497957) as a director. Pursuant to Section149(13) of the Companies Act 2013 the office of Independent Director shall not be liableto retirement by rotation at any subsequent Annual General Meetings of the Company.

The Board of Directors of the Company had in its meeting held on 1st July 2019appointed Shri. Hariharan Muthuswamy (DIN: 08497968) as an Additional Director in categoryof Independent Director. The office of additional director Shri. Hariharan Muthuswamy(DIN: 08497968) categorized as Non-Executive Independent Director of the Company extendsup to the date of conclusion of this Annual General Meeting. The Company has pursuant toSection 160 of the Companies Act 2013 received a notice from member signifying intentionto propose the appointment of Shri. Hariharan Muthuswamy (DIN: 08497968) as a director.Pursuant to Section 149(13) of the Companies Act 2013 the office of Independent Directorshall not be liable to retirement by rotation at any subsequent Annual General Meetings ofthe Company.

Further pursuant to the provisions of the section 152 (6) of the Companies Act 2013the office of BindiganavaleRangaShamladevi (DIN:01859367)is liable to liable for rotation.

The Company has taken declaration under 149(6) of the Companies Act 2013 from theIndependent Directors.

Brief profile of the directors proposed to be appointed or re-appointed nature oftheir expertise in specific functional areas and names of the companies in which he holddirectorship memberships of committees of the Boards their shareholding in the Companyare disclosed as Annexure -IV.

COMMITTEES OF BOARD

During the year under review Company had not constituted any Committee due tonon-availability of Independent Directors.

However The Company has appointed Two Independent Directors on 1st July2019 and constituted three Committees;

i) Audit Committee) Nomination RemunerationCommittee

iii) Stakeholders Relationship Committee.

On Changes in Board the Composition of the Committees has been constituted. The sameis as follows:

1. Audit Committee

Kunal Ashok Chairman
BindiganavaleRangavasanth Member
HariharanMuthuswamy Member
2. Nomination& Remuneration Committee
HariharanMuthuswamy Chairman
BindiganavaleRangavasanth Member
Kunal Ashok Member
3. Stakeholders Relationship Committee
HariharanMuthuswamy Chairman
BindiganavaleRangavasanth Member
Kunal Ashok Member
Anita Vasanth Member

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany for the FY ended 31st March 2019.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31

2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019and of the profit of the Company for the year ended onthat date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively. f. that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

CORPORATE GOVERNANCE

The provisions regarding Corporate Governance as contained in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company.However the Company is voluntarily following some of the provisions of the saidregulations to the extent possible which are contained in the Report of CorporateGovernance voluntarily given by the

Company attached as "Annexure - V" forming part of thisDirector’s Report.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The Company has appointed M/s Integrated Enterprises (India) Ltd. as its. Any queriesrelating to transfer or transmission of shares of the Company may be brought to theknowledge of RTAby the Shareholders.

INTERNAL POLICIES OF THE COMPANY

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. In accordance with the provisions of theCompanies Act 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI (LODR) Regulations 2015") mandated toformulate and implement certain policies for all listed companies.

All such policies which are adopted by the Company are available on the website of theCompany. Summary of the same is as follows:

Sr. No. Name of Policy Brief description Web link
1 Policy on Related party transactions This policy provides for mechanism on how the Company shall undertake Related party Transactions. https://www.visioncinemas.in/investor- relations
2 Prevention of Sexual Harassment This policy describes about what measures the Company takes to protect its Women employees. https://www.visioncinemas.in/investor- relations
3 Risk Management Policy This Policy describes how the Company shall face and treat the Risk https://www.visioncinemas.in/investor- relations
4 Board Diversity Approach to diversity on the Board of Directors of Vision Cinemas Limited https://www.visioncinemas.in/investor- relations
5 Code of Conduct and code of practices and procedures for fair disclosure of UPSI As required by SEBI (Prohibition of Insider Trading) Regulations 2015 https://www.visioncinemas.in/investor- relations
6 Policy on Remuneration of Directors KMP and Senior Employees As required under Section 178 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 https://www.visioncinemas.in/investor- relations
7 Policy for Preservation of Documents As required under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 https://www.visioncinemas.in/investor- relations
8 Whistle Blower Policy As required under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 https://www.visioncinemas.in/investor- relations

NUMBER OF MEETINGS HELD DURING THE YEAR

The details of all the meetings of board of directors and its committees during theyear along with attendance of Directors at the Meetings is given atpoint no. 2 to 5 ofCorporate Governance Report.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance. The evaluation carried out by the Board iswith respect to the Directors available during the Financial Year and therefore theevaluation done by Board did not include the Independent Director’s Evaluation.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year no reportable material weakness in the design oroperation were observed.

The internal audit covers a wide variety of operational matters and ensures compliancewith specific standard with regards to availability and suitability of policies andprocedures.

The Company did not haveany Internal Auditor during the Financial Year under thereview.

RISK MANAGEMENT POLICY

The Company is not statutorily required to form risk management committee. But forvoluntary compliance the Company has already developed and implemented a Risk ManagementPolicy for the Company and the Audit Committee of the Company shall evaluate the riskmanagement system regularly.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company are coveredunder this policy.

During the year 2018-19 no complaints were received by the Company related to sexualharassment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the financial year. AllRelated Party Transactions were placed before the Audit Committee of the Board ofDirectors for their approval. The Audit Committee has granted omnibus approval for RelatedParty Transactions as per the provisions and restrictions contained in the erstwhileListing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations").

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions.

Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) oftheCompanies (Accounts) Rules 2014 the particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub section (1) of Section 188 ofthe Act are required to be disclosed in Form AOC 2. But the Company had not entered intoany contract or arrangement with related parties in terms of Section 188 (1) of theCompanies Act 2013. The disclosure of related party transactions as required to be madeunder Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is therefore notapplicable. Transactions with related parties as per requirements of Accounting Standard18 are disclosed in the notes to accounts annexed to the financial statements.Policy ontransactions to be undertaken with related parties can be accessed through above mentionedlink.

Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesbeing faced by the industry in a proactive manner. The details of various familiarizationprograms provided to the Directors of the Company is available on the Company’swebsite on www.visioncinemas.in.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year the company has neither given any loans nor guarantees nor providedany security nor made any investment during the year under review.

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.

The Company tough not statutorily applicable undertakes to directly and indirectlysupport Make in India Jal Shakti Abhiyan under newly formed Ministry of Jal Shakti andresources and

Save the Environment initiatives contributing a bit to the Vision of Hon’blePrime Minister.

Further the Company considers CSR as part of its activity and believes that it isimperative for the growth of the country and company. The company is not required toconstitute Corporate Social Responsibility Committee of Board under Section 135(1) ofCompanies Act 2013. Also the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act 2013 mandate everylisted Company to establish vigil mechanism for directors and employees to report genuineconcern in such manner as may be prescribed. We are pleased to report that your Companyhas formulated such mechanism. The Company has adopted relevant Whistle Blower Policy andthe same is available on the website of the Company on www.visioncinemas.in. Theprovisions of the said policy provided for adequate safeguards against the victimizationof persons who use such mechanism and make provisions for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases.

Any director or employee of the Company who observes any Unethical Behavior orImproper Practices or Wrongful conduct and / or financial or non financial mal practicesor non compliance with legal requirements concerning the Company is free to report to thespecified officer in the mode as provided in the policy.

LISTING FEES

The Equity Shares of your Company are listed and actively traded on the BSE Limited(BSE). The Company has paid Annual Listing fees to the stock exchanges for the FinancialYear 2018- 2019 within the stipulated time.

ACKNOWLEDGEMENT

The Board of Director express their sincere thanks and wishes to place on record itsdeep appreciation forthe continued support confidence and co-operation that the companyhas received from Production Houses Media Film Makers customers suppliers investorsbankers government agencies and other associates. Your Directors also place on recordtheir deep appreciation of the employees for the valued and continuous support at alllevels for their services and commitment during the year.

For and on behalf of Board of Directors
Sd/-
Bindiganavale Rangavasanth Date:July 312019
Managing Director Place: Bangalore
(DIN: 01763289)

.