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Vision Cinemas Ltd.

BSE: 526441 Sector: Media
NSE: N.A. ISIN Code: INE515B01025
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NSE 05:30 | 01 Jan Vision Cinemas Ltd
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VOLUME 13
52-Week high 2.44
52-Week low 0.42
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.45
CLOSE 1.45
VOLUME 13
52-Week high 2.44
52-Week low 0.42
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vision Cinemas Ltd. (VISIONCINEMAS) - Director Report

Company director report

To

The Members

Vision Cinemas Limited

Your Directors have pleasure in presenting the Twenty Seventh AnnualReport on the business and operations together with the Audited Financial Statements forthe year ended on March 31 2020. The performance of the Company for the year ended onMarch 31 2020 is summarized below:

FINANCIAL PERFORMANCE

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

(Rs. In Lacs)
Particulars Year ended March 31 2020 Year ended March 31 2019
Revenue 75.25 26.10
Expenses 72.89 18.59
Net Profit / (Loss) from Operation before Tax 2.36 7.00
Exceptional items 0.98 0.00
Net Profit / (Loss) from Operation before Tax 1.38 7.00
Tax expenses (Current & Deferred) 0.46 1.54
Net Profit / (Loss) aGer tax 0.92 5.96
Earnings Per Share 0.00 0.01

During the financial year 2019-20 saw a rise in revenue as well as hugerise in expenses resulted into decrease in Net profits of the Company during the year. Theturnover of the company is Rs. 75.25 lacs as compared previous year of Rs. 26.10 Lacs.

DIVIDEND

The Company sees favorable market conditions and growth prospects inyears to come. The Company has secured profits after a long time. The residual amount ofprofits after writing off previous losses being too less the Board has recommended notto declare any Dividend for the current year and primarily create sufficient buffer totackle any future situation.

AMOUNTS TO BE CARRIED TO ANY RESERVES:

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

MATERIAL CHANGES AND COMMITMENTS:

There are no other material changes and commitments that have occurredbetween the end of financial year of the company and the date of this report a ecting thefinancial position of the company as on 31st March 2020.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:

AsonMarch31 2020 the Company had One (1) subsidiary company. Therehas been no material change in the nature of business of the subsidiary. The Company didnot have any Associate Companies or Joint Ventures at the end of this Financial Year. Astatement in Form AOC-1 pursuant to the first proviso to Section 129 of the Act read withrule 5 of the Companies (Accounts) Rules 2014 containing salient features of thefinancial statement of subsidiaries/associate companies/ joint ventures forms part of thisReport.

FIXED DEPOSITS

The Company neither accepted nor invited deposit from the publicfalling within the ambit 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 2020 wasRs.70824705/-.During the year under review the Company has not issued any shares withdifferential voting rights nor granted stock option nor sweat equity nor issued anyconvertible instrument.

Further the Company have already submitted relevant return ofallotments to update records of MCA and display above capital but due to certaintechnical glitches in website of MCA the same displays only the erstwhile paid up capitalof the Company. The Company is constantly making required efforts to update the same.

Further the return of allotment being submitted after closure ofFinancial Year the Audit report also shows and reflects erstwhile paid up capital. (TheAllotment was effected before closure of financial year but only return to be submittedwith Ministry was pending)

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewithas "Annexure - I".

AUDITORS

StatutoryAuditors

The Statutory Auditors of the Company Messrs. V Sagar and Co.Chartered Accountants (FRN: 016658S) Ahmedabad were appointed as the Statutory Auditorsof the Company at the 25th AGM held on 05/09/2019 to hold the office fromconclusion of 25th AGM until the conclusion of the 30th AGM of theCompany. But the said firm had resigned from the position as Auditors w.e.f May 5 2019and thus the Board has appointed Messrs. Jayamal Thakore & Co Chartered Accountants(Registration No. 104098W).

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Messrs. Richi Prerak & Associates Practicing CompanySecretaries Ahmedabad to undertake the Secretarial Audit of the Company for the financialyear 2019-20. The Report of the Secretarial Audit is annexed herewith as "Annexure -II". The comment to the qualification reservation or adverse remark in theSecretarial Audit Report of the Company is as follows: The Company had only 3 Directors onBoard and all of them were Promoter / Promoter Group. In near Past the Health of Mr.Rangavasanth the Managing Director and who is at the helm of operations of the Companywas deteriorated and was on a complete bed rest for long period. Thus there was a sharpdown fall in Company's Compliance structure and reporting to stakeholders and meetingexpectations of Authorities vide various regulations. The company acknowledges latesubmissions and certain violations like improper structure of Board but now as theManagement being again active It has immediately taken required steps to set upCompliance Module and also replaced the Compliance team who shall guide the Management tobe regular in submissions and meet stakeholder expectations.

AUDITORS REPORT

The Auditors' Report on the accounts of the Company for thefinancial year ended March 31 2020 is self-explanatory and does not call for any furtherexplanations or comments that may be treated as adequate compliance of provisions of theCompanies Act 2013

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors and the Secretarial Auditors of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors as prescribedunder Section 143(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 partof the Board's report in ‘Annexure- III'.

DIRECTORS

During the year under review there was change in the Directors. TheDesignation of Mr. Bindiganavale Rangavasanth (DIN- 01763289) has been changed to ManagingDirector and Mrs. Anita Vasanth (DIN: 01763255) has been appointed as CFO w.e.f. 30thMay 2019 to fulfill the one of the Criteria of appointment of KMP.

The Board of Directors of the Company had in its meeting held onJuly 12019 appointed Shri Kunal Ashok(DIN:08497957)and Shri Hariharan Muthuswamy (DIN: 08497968)as an Additional Director in category of Independent Director. The o ce of an additionaldirector Shri. Kunal Ashok (DIN: 08497957) categorized as Non-Executive IndependentDirector of the Company and his appointment was regularized as director in 26thAnnual General Meeting held on September 5 2019 and Shri Hariharan Muthuswamy (DIN:08497968)categorized as Non-Executive Independent Director of the Company and hisappointment was also regularized as director in 26th Annual General held onSeptember 5 2019 as a director of the company.

Pursuant to Section 149(13) of the Companies Act 2013 the o ce ofIndependent Director shall not be liable to retirement by rotation at any subsequentAnnual General Meetings of the Company.

Further pursuant to the provisions of the section 152 (6) of theCompanies Act 2013 the office of Smt. Anita Vasanth (DIN: 01763255) is liable to retireby rotation.

The Company has taken declaration under 149(6) of the Companies Act2013 from the Independent Directors. Brief profile of the directors proposed to beappointed or re-appointed nature of their expertise in specific functional areas andnames of the companies in which he hold directorship memberships of committees of theBoards their shareholding in the Company are disclosed as Annexure -IV.

COMMITTEES OF BOARD

During the year under review Company has constituted three Committee.The Company has appointed Two Independent Directors on 1st July 2019 andconstituted three Committees; i)Audit Committee ii) Nomination & RemunerationCommittee iii) Stakeholders Relationship Committee. On Changes in Board the Compositionof the Committees has been constituted. The same is as follows:

1. Audit Committee

The constitution of Audit Committee includes two (2) Non ExecutiveIndependent directors namely Mr. Kunal Ashok Chairman and Mr. Hariharan Muthuswamymember of the Audit Committee and One (1) Promoter and Director Mr. BindiganavaleRangavasanth member of the Audit Committee who is having financial and accountingknowledge. The Company Secretary of the Company Mr. Hitarth Sunilkumar Shah acts as theSecretary to the Audit Committee. The constitution of Audit Committee meets with therequirements under Section 177 of the Companies Act 2013.

Kunal Ashok Chairman
Bindiganavale Rangavasanth Member
Hariharan Muthuswamy Member

The Committee periodically discussed the Financial Reporting processreviewed the Financial Statements and discussed the quality of the applied accountingprinciples and significant judgment that affected the Company's Financial Statements.The audit Committee reviewed with adequacy of internal control systems with themanagement statutory and internal auditors.

Terms of Reference:

The terms of reference of the Audit Committee include approving andimplementing the audit procedures reviewing financial reporting systems internal controlsystems and control procedures and ensuring compliance with the regulatory guidelinesunder Section 177 of the Companies Act 2013.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a) To investigate any activity of the Company within its terms of reference

b) To seek information from any employee

c) To obtain outside legal and other professional advice

d) To secure attendance of outsiders with relevant expertise if it considersnecessary.

The Audit Committee duly met at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The Company has conducted 6 meetings during the year dated 01/07/201931/07/2019 14/08/2019 07/11/2019 23/12/2019 and 14/02/2020.

Attendance of Audit Committee Meeting:

Sr. No. Name of Committee Member No. of Held Meeting Attended
1. Kunal Ashok 6 6
2. Hariharan Muthuswamy 6 6
3. Bindiganavale Rangavasanth 6 6

2. Nomination & Remuneration Committee

The Nomination and remuneration committee is entrusted with theresponsibility of finalizing the remuneration of Executive / Whole Time Directors.

Presently Mr. Hariharan Muthuswamy Independent Director is Chairmanof Nomination and Remuneration Committee and Mr. Kunal Ashok Independent Director and Mr.Bindiganavale Rangavasanth Promoter and director are members of the Committee. TheCompany Secretary of the Company acts as the Secretary to the Nomination and RemunerationCommittee.

Hariharan Muthuswamy Chairman
Kunal Ashok Member
Bindiganavale Rangavasanth Member

The Committee met 3(Three) times during the year 2019-2020. The dateson which the Nomination and remuneration committee meetings were held are 31/07/201901/10/2019 and 23/12/2019. It has complied with the provisions of Section 178 of theCompanies Act 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Sr. No. Name of Committee Member No. of Held Meeting Attended
1. Hariharan Muthuswamy 3 3
2. Kunal Ashok 3 3
3. Bindiganavale Rangavasanth 3 3

3. Stakeholders Relationship Committee

The Board of Directors of the Company has constituted a StakeholdersRelationship Committee as per Companies Act 2013.

Presently the Stakeholders Relationship Committee comprising of Shri.Hariharan Muthuswamy Chairman of the Committee Shri. Kunal Ashok Shri BindiganavaleRangavasanth and Smt. Anita Vasanth. Members of the Committee inter alia approve issueof duplicate certificates and oversee and reviews all matters connected with thesecurities transfers. The Committee also looks into redressal of shareholders'complaints like transfer of shares non-receipts of balance sheet non-receipt of declareddividends etc. The Committee overseas the performance of the Registrar and Transfer Agentsand recommends measures for overall improvement in the quality of investor services.

Hariharan Muthuswamy Chairman
Kunal Ashok Member
Bindiganavale Rangavasanth Member
Anita Vasanth Member

The Company has designated the below cited e-mail ID of the GrievanceRedressal Division / Compliance Officer Mr. Hitarth Sunilkumar Shah exclusively for thepurpose of registering complaints by investors.

E-mail ID – cs.@visioncinemas.in

None of the request for transfers dematerialization andre-materialization was pending for approval as on 31st March 2020. TheCommittee met 3 (Three) times during the year on 31/07/2019 07/11/2019 and 14/02/2020.

Sr. No. Name of Committee Member No. of Meeting
Held Attended
1. Hariharan Muthuswamy 3 3
2. Kunal Ashok 3 3
3. Bindiganavale Rangavasanth 3 3
4. Anita Vasanth 3 3

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limitsprescribed under section 197(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 duringthe year.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicableto the Company for the FY ended 31st March 2020.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:

• that in the preparation of the annual financial statements for the year endedMarch 31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

• that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2020 and of the profit of the Company for theyear ended on that date;

• 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;

• that the annual financial statements have been prepared on a going concernbasis;

• that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively

• that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The provisions regarding Corporate Governance as contained in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe Company. However the Company is voluntarily following some of the provisions of thesaid regulations to the extent possible which are contained in the Report of CorporateGovernance voluntarily given by the Company attached as "Annexure - V" formingpart of this Director's Report.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The Company has appointed M/s Integrated Registry Management ServicesPrivate Limited as its Registrar and Share Transfer Agent (RTA).Any queries relating totransfer or transmission of shares of the Company may be brought to the knowledge of RTAby the Shareholders.

INTERNAL POLICIES OF THE COMPANY

We seek to promote and follow the highest level of ethical standards inall our business transactions guided by our value system. In accordance with the provisions of the Companies Act 2013 as well as SEBI (Listing Obligations and DisclosureRequirements) 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 thewebsite of the Company. Summary of the same is as follows:

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 itscommittees during the year along with attendance of Directors at the Meetings are given atpoint no. 2 to 5 of Corporate Governance Report.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act 2013 the Board hascarried out annual performance evaluation of its own performance. The evaluation carriedout by the Board is with respect to the Directors available during the Financial Year andtherefore the evaluation done by Board did not include the Independent Director'sEvaluation.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal financial controls withreference to Financial Statements. During the year no reportable material weakness in thedesign or operation were observed.

The internal audit covers a wide variety of operational matters andensures compliance with specific standard with regards to availability and suitability ofpolicies and procedures.

The Company did not have any Internal Auditor during the Financial Yearunder the review.

RISK MANAGEMENT POLICY

The Company is not statutorily required to form risk managementcommittee. But for voluntary compliance the Company has already developed and implementeda Risk Management Policy for the Company and the Audit Committee of the Company shallevaluate the risk management system regularly.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal Act 2013. An Internal Complaints

Committee has been set up to redress complaints received regardingsexual harassment. All employees of the Company are covered under this policy.

During the year 2019-20 no complaints were received by the Companyrelated to sexual harassment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during thefinancial year. All Related Party Transactions were placed before the Audit Committee ofthe Board of Directors for their approval. The Audit Committee has granted omnibusapproval for Related Party Transactions as per the provisions and restrictions containedin the erstwhile Listing Agreement and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations").

The Company has formulated a policy on materiality of Related PartyTransactions and also on dealing with Related Party Transactions.

Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules 2014 the particulars ofcontracts/arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Act are required to be disclosed in Form AOC–2. Butthe Company had not entered into any contract or arrangement with related parties in termsof Section 188 (1) of the Companies Act 2013. The disclosure of related partytransactions as required to be made under Section 134(3) (h) of the Companies Act 2013 inForm AOC-2 is therefore not applicable. Transactions with related parties as perrequirements of Accounting Standard 18 are disclosed in the notes to accounts annexed tothe financial statements. Policy on transactions to be undertaken with related parties canbe accessed through above mentioned link.

Your Directors draw attention of the members to Notes to the financialstatement which sets out related party disclosures.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of theCompany its management and operations and provides an overall industry perspective aswell as issues being faced by the industry in a proactive manner. The details of variousfamiliarization programs provided to the Directors of the Company is available on theCompany's website on www.visioncinemas.in.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

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

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effectivesustainability policy and practices. In order to ensure transparent communication of oursustainability efforts to all our stakeholders we have made conscious efforts throughtechnology innovation and effective communication and transparency.

The Company tough not statutorily applicable undertakes to directlyand indirectly support Make in India Jal Shakti Abhiyan under newly formed Ministry ofJal Shakti and resources and Save the Environment initiatives contributing a bit to theVision of Hon'ble Prime Minister.

Further the Company considers CSR as part of its activity and believesthat it is imperative for the growth of the country and company. The company is notrequired to constitute Corporate Social Responsibility Committee of Board under Section135(1) of Companies Act 2013. Also the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act 2013mandate every listed Company to establish vigil mechanism for directors and employees toreport genuine concern in such manner as may be prescribed. We are pleased to report thatyour Company has formulated such mechanism. The Company has adopted relevant WhistleBlower Policy and the same is available on the website of the Company onwww.visioncinemas.in. The provisions of the said policy provided for adequate safeguardsagainst the victimization of persons who use such mechanism and make provisions for directaccess to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Any director or employee of the Company who observes any UnethicalBehavior or Improper Practices or Wrongful conduct and / or financial or non financial malpractices or non compliance with legal requirements concerning the Company is free toreport to the specified officer in the mode as provided in the policy.

LISTING FEES

The Equity Shares of your Company are listed and actively traded on theBSE Limited (BSE). The Company has paid Annual Listing fees to the stock exchanges for theFinancial Year 2019-2020 within the stipulated time.

ACKNOWLEDGEMENT

The Board of Director express their sincere thanks and wishes to placeon record its deep appreciation for the continued support confidence and co-operationthat the company has received from Production Houses Media Film Makers customerssuppliers investors bankers government agencies and other associates. Your Directorsalso place on record their deep appreciation of the employees for the valued andcontinuous support at all levels for their services and commitment during the year.

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