To
The Members,
Vision Cinemas Limited
Your Directors have pleasure in presenting the 30th Annual Report on the
business and operations together with the Audited Financial Statements for the year ended
on March 31, 2023. The performance of the Company for the year ended on March 31, 2023 is
summarized below:
FINANCIAL PERFORMANCE
The Consolidated Financial Results of the Company for the year are as under:
(Rs. In Lakhs)
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue |
64.05 |
0.05 |
| Expenses |
50.55 |
31.47 |
| Net Profit / (Loss) from Operation before Tax |
13.50 |
(31.42) |
| Exceptional items |
0.00 |
0.00 |
| Net Profit / (Loss) from Operation before Tax |
13.50 |
(31.42) |
| Tax expenses Current & (Deferred) |
(31.13) |
0.61 |
| Net Profit / (Loss) after tax |
44.63 |
(32.03) |
| Earnings Per Share |
0.063 |
(0.05) |
During the Current Financial year there were revenue of 64.05 Lakhs resulted into Net
Profit of Rs. 44.63 Lakhs during the year as compared previous year Net (loss) of Rs.
(32.03) Lakhs.
DIVIDEND
The Company sees favorable market conditions and growth prospects in years to come.
Looking at the current Financial Position of the Company, the Board has recommended not to
declare any Dividend for the current year and primarily create sufficient buffer to tackle
any future situation.
AMOUNTS TO BE CARRIED TO ANY RESERVES:
There is no amount proposed to be transferred to the Reserves.
MATERIAL CHANGES AND COMMITMENTS:
There are no other material changes and commitments that have occurred between the end
of financial year of the company and the date of this report affecting the financial
position of the company as on 31stMarch, 2023.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
As on March 31, 2023, the Company had One (1) subsidiary company. There has been
no material change in the nature of business of the subsidiary. The Company did not have
any Associate Companies or Joint Ventures at the end of this Financial Year. A statement
in Form AOC-1 pursuant to the first proviso to Section 129 of the Act read with
rule 5 of the Companies (Accounts) Rules, 2014 containing salient features of the
financial statement of subsidiaries/associate companies/ joint ventures forms part of this
Report.
FIXED DEPOSITS
The Company neither accepted nor invited deposit from the public falling within the
ambit of Section73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits)
Rules, 2014.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31,2023 was Rs.7,89,20,955/- (As
per Records in Ministry of Corporate Records) During the year under review, the Company
has not issued any shares with differential voting rights nor granted stock option nor
sweat equity nor issued any convertible instrument.
Further, the Company have already submitted relevant return of allotments to update
records of MCA and display above capital, but due to certain technical glitches in website
of MCA, the same displays only the erstwhile paid up capital of the Company. The Company
is constantly making required efforts to update the same.
Also Further, Management of the Company has also, in their board meeting, resolved to
make necessary changes to update the capital in the books of Account and also provide
required explanation and reconciliation to the Auditors for reporting accordingly to match
the same with records furnished by Depositories, which actually stands correct and is
presented correctly.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
- I".
AUDITORS
• Statutory Auditors
The Statutory Auditors of the Company, Pradeep Kumar Devaraj & Associates,
Chartered Accountants (MN 242223, Firm Registration No. 023317S) were appointed as the
Statutory Auditors of the Company at the 29thAGM held on 24/09/2022 to hold the
office from conclusion of 29thAGM to until the conclusion of the 34th AGM of the
Company, at a remuneration approved by Board of Directors of Company, plus out of pocket
expenses and taxes at the applicable rates.
• 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, the Board had proposed
& appointed M/s. BRG and Associates, Practicing Company Secretaries, Bangalore to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Report of the Secretarial Audit is annexed herewith as "Annexure - II".
The comment to the qualification, reservation or adverse remark in the Secretarial
Audit Report of the Company is same as mentioned in the Secretarial Audit Report annexed
below as "Annexure - II"
AUDITORS REPORT
The Auditors Report on the accounts of the Company for the Financial year ended March
31, 2023 contains no qualifications, reservation or adverse remarks and further auditors
report emphasis on the following matters.
• Statutory Auditors Report -No qualifications, reservation or adverse remarks
in auditors report.
• Secretarial Auditors Report
Secretarial Auditors Report for the financial year ended March 31, 2023 contains
following remarks.
1. As per requirements of Section 138, of the Companies Act, 2013, the company is
required to appoint Internal Auditor, the office of which remains vacant during the
Financial Year under review.
Reply by Board of Directors: Company is in process of finalizing appointment of
Internal Auditor as on date of this report. Invited vender due to ongoing difficult period
we could not able to appoint Internal Auditors.
2. Disclaimer of opinion: As per the Companies (Appointment and Qualification of
Directors) fifth Amendment Rules, 2019, Every Independent director whose name is Included
in the databank shall pass an online proficiency self- assessment test conducted by the
Indian Institute of Corporate affairs (IICA) within a period of one year from the date of
inclusion of his name in the databank. It was observed that none of the Directors hold a
valid registration with data bank as on the date of this report, and thus we are unable to
report their eligibility as Independent Directors.
Reply by Board of Directors: Independent Directors yet pass the online proficiency
self- assessment test conducted by the Indian Institute of Corporate affairs (IICA).
3. The Company has not given News paper advertisement for Board meeting Notice, AGM
Notice and for financial Results.
Reply by Board of Directors: Company is in process of setting system /Employees in
place for giving News paper advertisement due to ongoing difficult period we could not
able to make News paper advertisement.
A. Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015:-
• Regulation 33: Financial Results to be filed within 45 days from quarter end.
And in case of Annual Financial Result, within 60 days from end of Financial Year. - The
Company has failed to file the results within prescribed timelines certain occasion.
Reply by Board of Directors: Company is in process of setting system /Employees, so
that filing will be made within timelines.
• Regulation 29(2)/29(3): Delay in furnishing prior intimation about the meeting
of the board of directors. - The Company has failed to file intimation within time limits
For the Month of August 2022.
Reply by Board of Directors: Company is in process of setting system /Employees, so
that filing will be made within timelines.
• Regulation 46: Website of the Company though being functional does not have
certain contents and disclosures as required under Regulation 46 of SEBI (LODR), 2015 and
also not fully updated as on date of this report.
Reply by Board of Directors: Company is in process of setting system /Employees, so
that filing will be made within timelines.
• BSE Fines payable for various non compliances from FY 2012-13 to 2022-23.
- The same remains unpaid and some case paid by Company, but unadjusted by BSE.
Reply by Board of Directors: Company is in process of setting system /Employees, so
that filing will be made within timelines.
• There is Physical Shares Held by Promoters in the Company; Compulsory conversion
to Demat is not done yet by Promoters.
Reply by Board of Directors: Promoters is in process of conversion to Demat of
Shares.
B. SEBI (Prohibition of Insider Trading) Regulations, 2018
The Company has complied with The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2018, except following;
1. Closure of Trading Window from dealing in securities of the Company by Designated
Persons or their Immediate Relatives: As represented and confirmed, Trading Window closure
intimation not given to Stock Exchange for certain quarters of FY 22-23.
Reply by Board of Directors: Company is in process of setting system /Employees, so
that filing will be made within timelines.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditors and the Secretarial Auditors of the Company have not reported
any frauds to the Audit Committee or to the Board of Directors as prescribed under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Companys website on
https://www.visioncinemas.in/investor-relations.
DIRECTORS
During the year under review, there was no change in the Directors Pursuant to Section
149(13) of the Companies Act, 2013, the office of Independent Directors shall not be
liable to retirement by rotation at any subsequent Annual General Meetings of the Company.
Further, pursuant to the provisions of the section 152 (6) of the Companies Act, 2013,
the office of Smt. Anita Vasanth (DIN- 01763255) is liable to retire by rotation.
The Company has taken declaration under 149(6) of the Companies Act, 2013 from the
Independent Directors.
The Company has taken declaration under 149(6) of the Companies Act, 2013 from the
Independent Directors. Further, the Company has formulated a Code of Conduct for Directors
and Senior Management Personnel and all the Directors and Senior Management Personnel have
complied with the Code.
Brief profile of all the directors is given in "Annexure - III"
COMMITTEES OF BOARD
During the year under review, Company has three Committees.
i) Audit Committee
ii) Nomination & Remuneration Committee
iii) Stakeholders Relationship Committee.
The Composition of the Committees is as follows:
1. Audit Committee
The Audit Committee consist of two (2) Non-Executive Independent directors, namely Mr.
Kunal Ashok, Chairman and Mr. Hariharan Muthuswamy, member of the Audit Committee and One
(1) Promoter and Director, Mr. Bindiganavale Rangavasanth, member of the Audit Committee
who is having financial and accounting knowledge. The Company Secretary of the Company,
Ms. Ekta Khandelwala cts as the Secretary to the Audit Committee. The constitution of
Audit Committee meets with the requirements under Section 177 of the Companies Act, 2013.
| Kuna lAshok |
Chairman |
| Bindiganavale Rangavasanth |
Member |
| Hariharan Muthuswamy |
Member |
The Committee periodically discussed the Financial Reporting process, reviewed the
Financial Statements, and discussed the quality of the applied accounting principles and
significant judgment that affected the Companys Financial Statements. The audit Committee
reviewed with adequacy of internal control systems with the management, statutory and
internal auditors.
Terms of Reference:
The terms of reference of the Audit Committee include approving and implementing the
audit procedures, reviewing financial reporting systems, internal control systems and
control procedures and ensuring compliance with the regulatory guidelines under 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 considers
necessary.
Audit committee meeting:
The Audit Committee duly met at regular intervals during the mentioned financial year
and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The Company
has conducted 5 meetings during the year dated 31/05/2022, 14/08/2022, 27/08/2022,
12/11/2022 and 15/02/2023.
Attendance of Audit Committee Meeting:
| Sr. No. |
Name of Committee Member |
No. of Meeting |
|
|
Held |
Attended |
| 1. |
Kunal Ashok |
5 |
5 |
| 2. |
Hariharan Muthuswamy |
5 |
5 |
| 3. |
BindiganavaleRangavasanth |
5 |
5 |
2. Nomination & Remuneration Committee
The Nomination and remuneration committee is entrusted with the responsibility of
finalizing the remuneration of Executive / Whole Time Directors.
Presently, Mr. Hariharan Muthuswamy, Independent Director is Chairman of Nomination and
Remuneration Committee and Mr. Kunal Ashok, Independent Director and Mr. Bindiganavale
Rangavasanth, Promoter and director are members of the Committee. The Company Secretary of
the Company acts as the Secretary to the Nomination and Remuneration Committee.
| Hariharan Muthuswamy |
Chairman |
| Kunal Ashok |
Member |
| Bindiganavale Rangavasanth |
Member |
The Committee met 1(One) times during the year 2022-2023. The dates on which the
Nomination and remuneration committee meetings were held are 14/08/2022. It has complied
with the provisions of Section 178 of the Companies Act, 2013.
Attendance of Nomination and Remuneration Committee Meeting:
| Sr. No. |
Name of Committee Member |
No. of Meeting |
|
|
Held |
Attended |
| 1. |
Hariharan Muthuswamy |
1 |
1 |
| 2. |
Kunal Ashok |
1 |
1 |
| 3. |
BindiganavaleRangavasanth |
1 |
1 |
3. Stakeholders Relationship Committee
The Board of Directors of the Company has constituted a Stakeholders Relationship
Committee as per Companies Act, 2013.
Presently, the Stakeholders Relationship Committee comprising of Shri. Hariharan
Muthuswamy, Chairman of the Committee, Shri. Kunal Ashok, Shri Bindiganavale Rangavasanth
and Smt. Anita Vasanth. Members of the Committee, inter alia, approve issue of duplicate
certificates and oversee and reviews all matters connected with the securities transfers.
The Committee also looks into redressal of shareholders complaints like transfer of
shares, non-receipts of balance sheet, non-receipt of declared dividends etc. The
Committee overseas the performance of the Registrar and Transfer Agents and 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 Grievance Redressal
Division / Compliance Officer Ms. Ekta Khandelwala exclusively for the purpose of
registering complaints by investors.
E-mail ID - cs@visioncinemas.in
None of the request for transfers, dematerialization and re-materialization was pending
for approval as on 31st March, 2023. The Committee met 1 (One) times during the year on
14/08/2022.
| Sr. No. |
Name of Committee Member |
No. of Meeting |
|
|
Held |
Attended |
| 1. |
Hariharan Muthuswamy |
1 |
1 |
| 2. |
Kunal Ashok |
1 |
1 |
| 3. |
Bindiganavale Rangavasanth |
1 |
1 |
| 4. |
Anita Vasanth |
1 |
1 |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed 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 during the year.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the
Company for the FY ended 31stMarch, 2022.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
• that in the preparation of the annual financial statements for the year ended
March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
• that such accounting policies as mentioned in the Notes to the Financial
Statements have been selected and applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit of the Company for
the year ended on that date;
• that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
• that the annual financial statements have been prepared on a going concern
basis;
• that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively
• that systems to ensure compliance with the provisions of all applicable laws
were 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 to the Company.
However, the Company is voluntarily following some of the provisions of the said
regulations to the extent possible which are contained in the Report of Corporate
Governance voluntarily given by the Company attached as "Annexure - IV" forming
part of this Directors Report.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The Company has appointed M/s Integrated Registry Management Services Private
Limited as its Registrar and Share Transfer Agent (RTA).Any queries relating to
transfer or transmission of shares of the Company may be brought to the knowledge of RTA
by the Shareholders.
INTERNAL POLICIES OF THE COMPANY
We seek to promote and follow the highest level of ethical standards in all 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 Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulations, 2015"), mandated to formulate and
implement certain policies for all listed companies
All such policies which are adopted by the Company are available on the website 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 its committees during the
year along with attendance of Directors at the Meetings are given at point no. 2 to 5 of
Corporate Governance Report.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance. The evaluation carried out by the Board is
with respect to the Directors available during the Financial Year and therefore, the
evaluation done by Board did not include the Independent Directors Evaluation.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference to
Financial Statements. During the year no reportable material weakness in the design or
operation were observed.
The internal audit covers a wide variety of operational matters and ensures compliance
with specific standard with regards to availability and suitability of policies and
procedures.
The Company did not have any Internal Auditor during the Financial Year under the
review.
RISK MANAGEMENT POLICY
The Company is not statutorily required to form risk management committee. But for
voluntary compliance the Company has already developed and implemented a Risk Management
Policy for the Company and the Audit Committee of the Company shall evaluate the risk
management system regularly.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees of the Company are covered
under this policy.
During the year 2022-23, no complaints were received by the Company related to
sexual harassment. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Related party transactions entered during the financial year under review are disclosed
in of the Financials Statements of the Company for the financial year ended 31 March,
2023.These transactions entered were at an arms length basis and in the ordinary
course of business. There were no materially significant related party transactions with
the Companys Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. Form AOC-2, containing the
note on the aforesaid related party transactions is enclosed herewith as Annexure - V.
The Company has formulated a policy on materiality of Related Party Transactions and
also on dealing with Related Party Transactions.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company, its
management and operations and provides an overall industry perspective as well as issues
being faced by the industry in a proactive manner. The details of various familiarization
programs provided to the Directors of the Company is available on the Companys website 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 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 effective sustainability policy
and practices. In order to ensure transparent communication of our sustainability efforts
to all our stakeholders we have made conscious efforts through technology innovation and
effective communication and transparency.
The Company, tough not statutorily applicable, undertakes to directly and indirectly
support Make in India, Jal Shakti Abhiyan under newly formed Ministry of Jal Shakti and
resources and Save the Environment initiatives, contributing a bit to the Vision of
Honble Prime Minister.
Further, the Company considers CSR as part of its activity and believes that it is
imperative for the growth of the country and company. The company is not required to
constitute Corporate Social Responsibility Committee of Board under Section 135(1) of
Companies Act, 2013. Also, the disclosures as per Rule 9 of Companies (Corporate Social
Responsibility 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 every
listed Company to establish vigil mechanism for directors and employees to report genuine
concern in such manner as may be prescribed. We are pleased to report that your Company
has formulated such mechanism. The Company has adopted relevant Whistle Blower Policy and
the same is available on the website of the Company on www.visioncinemas.in.The provisions
of the said policy provided for adequate safeguards against the victimization of persons
who use such mechanism and make provisions for direct access to the Chairperson of the
Audit Committee in appropriate or exceptional cases.
Any director or employee of the Company, who observes any Unethical Behavior or
Improper Practices or
Wrongful conduct and / or financial or non-financial mal practices or non-compliance
with legal requirements concerning the Company, is free to report 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 the BSE Limited
(BSE). The Company has paid Annual Listing fees to the stock exchanges for the Relevant
Financial Year.
ACKNOWLEDGEMENT
The Board of Director express their sincere thanks and wishes to place on record its
deep appreciation for the continued support, confidence and co-operation that the company
has received from Production Houses, Media, Film Makers, customers, suppliers, investors,
bankers, government agencies and other associates. Your Directors also place on record
their deep appreciation of the employees for the valued and continuous support at all
levels for their services and commitment during the year.
|
For and on behalf of Board of Directors |
|
Vision Cinemas Limited |
|
Sd/- |
|
Bindiganavale Rangavasanth |
|
Managing Director |
|
(DIN:01763289) |
| Date: September 06, 2023 |
|
| Place: Bangalore |
|
+91-9892691696
