Directors Report of Vision Cinemas Ltd.

Mar 31, 2024

Your directors have pleasure in presenting before you the 31* Annual Report of the
Company together with the Audited Financial Statements for the year ended 31^st March
2024.

1. COMPANY ACTfVITY & PERFORMANCE:

The principal activity of the company continues to be manufacture and marketing of foam
and other related products.

2. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPAQ:

Pa rticulars	Financial year ended March 31, 2024 Rs. In lakhs	Financial year ended Mar 31, 2023 Rs. In lakhs
Revenue from Operations	239.04	64.05
tenses	250.44	50.55
Profit before Exceptional Items and Tax	-11.36	13.50
Exceptional Items (Expenses]/Income	00	00
Net Profit / [Loss] from Operation before Tax	-11.36	13.50
lax expenses Current& (DeferredJ	-0.71	(31,13]
1 Profit / [Loss] after tax	-10,66	44.63
Earnings Per Share	-0.01	0.063

During the Current Financial year there were revenue of 239,G4Lakhs, but company incurred
Net Loss of Rs, -10.66 Lakhs during the year as compared previous year Net Profite of [loss]
of Rs. 44,63 Lakhs.

3. BUSINESS REVIEW AND GROWTH PROSPECTS

Your Company is one of the Oldest Exhibition and Movie Processing Laboratory Companies
in southern India having a group presence (through other entities) of approximately SO
years, The Promoters have restructured Ihe Board Tor two major reasons; to meet regulatory
requirements and to mitigate the risk with respect to Business Management, Management
Up gradation and to receive expert backing from veteran professionals in the Industry. It has
also been making efforts to revamp the complete compliance structure of the Company to
make it stakeholder friendly and ease of access to the Information,

The Company has also upgraded its websites to include online ticket bookings for its Cinema
Screens and ease to Customers fora simple and easy cinema experience.

The Company has also started identifying areas where it can set up multiplexes and F&B
store, The Company also plans to develop a unique brand name for its P&B stores to make it
attractive and easy recognition amongst its customers.

Your Company has started working towards production of Advertisement motion Pictures.
However it is in earlier stages, based on market Condition management plans to expand this
s eg men t.

4. DIVIDEND:

Company has not declared dividend this year.

5. RESERVE:

The Company has not proposed to transfer any amount to the general reserve.

6. STATEMENT QN COMPLIANCE OF APTUCAUEE SECRETE RIAL STANDARDS;

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India as applicable on meetings of the Board of Directors and General
meetings,

7. CAPim.SimiCTURE;

a) BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES:

No Bonus Shares were issued during the year under review.

d) RIGHTS ISSUE:

The Company lias not issued any Rights issue during the year under review,

e) EM PLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees,

0 SHARES WITH DIFFERENTIAL RIGHTS:

Company has not issued any shares with Differential Rights for the year under review,

g) ISSUE AND ALLOTMENT OF EQUITY SHARES ON THE BASIS PREFERENTIAL
ALLOTMENT:

Company has not Issued equity shares on preferential basis,

8. LISTING WITH STOCK EXCHANGES:

The Company confirms that It has paid the Annual Listing Fees for the year 2023-24 to BSE
Limited where the Company''s Shares are listed.

9. SHARECAPITAL;

The paid-up Equity Share Capital as on March 31,2024 was Rs.7,89,20,455/- [As per Records

1 ii M inistry 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, Lhe 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.

10. DEMATERIAU5ATION OF SHARES:

Your Company''s 85,77% of the company''s listed Equity Share Capital is in dematerialized
form as on 3]^Hl March 2024 and balance 3,97% is in physical form. The Company''s Registrars
and Transfer Agent M/s Integrated Registry Management Services Private Limited,

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, your Board comprises of 4 Directors including 2 Independent
Directors,

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articles of
Association of the Company Mrs. Anita Vasa nth (DIM: 01763255 Director retires by rotation
at forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The brief resume and other details as required under the Listing Regulations are provided
in the Notice of the 31^sr Annual General Meeting of the Company.

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 Mr. Muthuswamy
Hariharan (DIM: 0R49796R) and Kunal Ashok (DIN; 08497957] Independent Director of the
Company shall be re-appointed as an independent Director for a period of 5 (five)
consecutive years.

Ms, Ekta Khandelwal - Company Secretary and Compliance Officer has resigned the office
w.e.f. 14^lh February 2024 and Ms. Kanti Gajanana Hegde has been appointed as the Company
Secretary and Compliance Officer with effect from 14^th February 2024,
in terms of Section 203 of the said Act, the following were designated as Key Managerial
Personnel of your company by the board:

* Mr, Rindiganavale Ranganasanth- Managing Director

* Mr, Anita Vasantb- Chief Financial Officer

* Ms. Kanti Gajanana Hegde - Company Secretary fit Compliance Officer

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149 of
the Act, and the SFBI I.ODR.

In the opinion of the Board, the independent directors possess necessary expertise and
experience and also they were independent towards any decision of the management.

13. 8.QARD .& performance EVALUATION;

During the year, the Board has carried out the annual evaluation of its own performance, the
performance of the Directors individually as well as the evaluation of Committees of Board.

14. NQMINAXlilNAND-KEMJJJiERATION POLICV:

The Nomination and Remuneration Committee or Directors reviews the composition of the
Uoard to ensure an appropriate mix of abilities, experience, and diversity to serve the
Interests ofall shareholders of the Com pany,

Nomination and Remuneration Policy was approved by the Board at its meeting held on 27¬
05-2023, In terms of Section 178 of the Act; 2013, The objective of such policy shall be to
attract retain and motivate executive management and remuneration structured to link to
Company''s Strategic long-term goals, appropriateness, relevance, and risk appetite of the
company,

The Process of appointing a director/Key Managerial Personal is that when there is a need
ora vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification,
appropriate expertise and experience, having regard to the skills that the candidate will
bring to the board in addition to what the existing members huid.

15, NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met six times during the financial year from 01^st April 2023 to
31^st March 2024 The dates on which the meetings were held are as follows:

Date of Meeting	No. of Directors as on the date	No. of Directors Present
27-05-2023	4	3
14-08-2023	4	4
06-09-2023	4	4
L4-11-2023	4	4
14-02-2024	4	4

16. NUMBER OF AUDIT COMMITTEE MEETINGS HELD:

The Committee consisting of three Directors namely Mr. Kuna! Ashok, independent Director,
Mr. BindiganavaleRangavasanth, Director and Mr, Hariharan Muthuswamy, Independent
Director;

Date of Committee	No. of Members as on	No, of Members
Meeting	date	Present
05-2023	3	3
¦08-2023	3	3
¦11-2023	3	3
02-2024	3	3

17. STAKEHOLDER RELATIOMSHiP 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 Shi i. Hariharan Muthuswamy, Chairman of the Committee, ShrLKuna! Ashok,
Shri Bindtganavaie Rangavasanth and Smt, Anita Vasanth. During the fiscal 2024, 2 meeting
were held on 27-05-2023 and 14-02-2024,

Mem bers of the Committee, inter alia, approve issue of d upl icate certi ficates 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.

The Company has designated the below cited e-mail ID of the Grievance Redressal
exclusively for the purpose of registering complaints by investors.

E-mail ID - c^jsimdnemas.m

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134f5") of the Companies Act, 2013. Directors of your Company hereby
state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^^[ March 2024, the applicable
accounting standards have been followed and there is no material departures.

b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a h ue and fair view
of the state of affairs of the company at the end of the financial year and of the profit of the
company for the same period:

c) the directors have taken proper and sufficient care for Lhu 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.

d) they have prepared the annual accounts on a going concern basis.

ej They have laid down internal financial controls that are adequate and were operating
effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and these are adequate and are operating effectively.

Based on the Internal Financial Controls and Compliance Systems established and

maintained by the company, work performed by the internal, statutory and secretarial
auditors and reviews performed by the management, the Board is or the opinion that the
company''s internal financial controls were adequate and effective during the financial year
2023-24.

19. REGISTRAR AND SHARE TRANSFER AGENT {BI ^1

The Company has appointed M/s Integrated Registry Management Services Private Limited
as its Registrarand Share Transfer Agent [RTAJ.Any queries relating to transfer or
transmission of shares of the Company may be brought to the knowledge of RTA by the
Shareholders.

20, AUDITORS & REPORTS

i. Statutory Auditors:

M/s Pradeep Kumar Devaraj St Associates Chartered Accountants, (ICAI Firm
Registration number: 023317S) Were appointed as Statutory Auditors of the Company
for a period of live consecutive years at the Annual General Meeting held on 24^th
September 2022, However, the Statutory Auditors have submitted their resignation on
03.08,2024 due to internal reasons and shall not be able to continue as the Statutory
Auditors of the Company.

Further, Mr. Manoj Acharya [Membership Number: 045714), M/s Manoj Acharya &
Associates,. Chartered Accountant (FRN: 114984W) shall be appointed as the Statutory
Auditors of Lhe Company in the ensuing AGM for a term of 5 years from conclusion of
31^st Annual General meeting till conclusion of 36''¹'' Annual General Meeting,

The notes on financial statement referred to in the Auditors'' Report are self-explanatory
and do not call for any further comments.

ii. Cost Auditors:

In terms of Section HR of the Companies Act 2013, the Company has maintained cost
records for the year ended March 31, 2024.

iii. Secretarial Auditor:

M/s, Swati Agarwal and Associates, Bengaluru was appointed as Secretarial Auditor for
carrying out the secretarial audit for the financial year 2023-24. As required under
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed as a part of this report
Anne xu re-A.

The Secretarial Auditors in their report have qualified the following points:

A. COMPANIES ACT,, 20,13,AND RULES MADE THERE UNDER:

1. Secretarial Standards (SS-1 and SS-2) Issued by The Institute of Company
Secretaries of India, with respect to board and general meetings, in my Opinion,
Company was not observed SS-1 and SS-2 generally.

Your directors wish to clarify as under: -

The com pany shall serve sepa rate notiees for conduct! ng board meetings and committee
meeting by e-mail. Company has adopted the SS-1 and started giving notices by e-mail.

2. 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.

Your directors wish to clarify as under: -

The Company has appointed Mr. Vinodh Kumar I! as Internal Auditor of the Company
for the FY 2023-24.

3. The financial statements does not comply with the Ind AS specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

4. Disclaimer of opinion: As per the Companies [Appointment and Qualification

of Directors) fifth Amendment Rules, 2013, Every Independent director whose name is
Included in ihe databank shall pass an online proficiency self-assessment test con ducted
by the Indian Institute of Corporate affairs (1ICA) within a period of one year from the
dale 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 {1ICA). 3.

5. The Board of Directors and committees thereof of the Company are not duly
constituted with proper balance of independent Directors.

Your directors wish to clarify as under: -

The Company is in the process of finding the write person who is able to offer objective
opinions and perspectives on the company''s status and key decisions to fill the gap so
that proper balance can be maintained.

6. The Company bns not given Newspaper advertisement for Audited Financial
results for year ended 31st March 2023, for On-Audited Financial results for June quarter
ended on 30th jane 2023, September Quarter ended on 30th September 2023, for Book
Closure.

Your directors wish to clarify as under: -

Company is in process of setting system, employees are placed and started giving
newspaper advertisements

7. The Company has delayed in filing for Annual Return MGT-7 during the FY 2023¬
24 for the year ended 2023. The Company and its officers who are liable for non-filing of
annual return in MGT-7 within stipulated time limit for the FY 2021-22 and 2022-23 are
in default

Your directors wish to clarify as under: -

Filing is delayed due to change in the management and Company Secretary and some
interna! changes, But all the Filings are Completed,
Directors further wish to clarity Company is not in default all the forms are filed with
late Tees,

8. Non availability of certificate issued by PCS for non-disqualification of
Directors for the FY 2022-23 which wos required to be provided during FY 2023-24.

Your directors wish to clarity as under: -

Com pany shal ] ta ke care of the same. Form UIK - 8 a nd M EP-1 is availab le wi th company.

B. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS! REGULATIONS. 2015:-

¦ Regulation 1 3 [3]: Statement of Investor complaints - The Company had delayed in
filing far March quarter ended 2023, and December quarter ended 2023 for the FY 2023-24
which was not within time limit of 21 days from the end of each quarter.

Your directors wish to clarify as under; -

Company is in process of setting system, employees are placed and hence forth there were
no delays in filing.

• Regulation 31: Shareholding Pattern - The Company had delayed in filing far March,
June and December quarters ended on 2023 for the FY 2023-24 which was not within time
limit of 21 days from quarter end.

Your directors wish to clarify as under: -

Company is in process of setting system, employees are placed and hence forth there were
no delays in filing,

• Regulation 34; Annual Report - The Company had delayed to intimate to stock
exchange within stipulated time limit.

Your directors wish to clarify as under: -

Company is in process of setting system, employees are placed and hence forth there were
no delays in filing.

• Reg 76 of (SEE! (Depositories and Participants) Regulations, 2018]: Reconciliation of
Share Capita! Audit - The company had delayed in filing far March, June and December
quarters ended on 2023 far the FY 2023-24 which was not within time limit of 30 days from
quarter end.

Your directors wish to clarify as under: -

Company is in process of setting system, employees are placed and hence forth there were

no delays in filing.

• Regulation 3U: Outcome of Board Meeting: The Company has failed to file intimation
within stipulated time limits.

Your directors wish to clarify as under: -

Company is in process of setting system, employees are placed and hence forth there were
no delays in filing,

¦ 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

Your directors wish to clarify as under; -

Company is in process of updating the website because of this some data is removed and
missing, Once website is updated all the data will be available in short period,

Your directors wish to clarify that

That the Company has paid the penalty amount Rs. 1563850/- as of now in total, which
include towards BSE for the FY 2022-23 and for the FY 2023-24 for delay in above mentioned
filings and to avoid that in coming future proper system has adopted and there were no dues
to pay further.

• There are Physical Sharejsiihfcld by Prompters In the Company; Compukoryconysraitm
to Demat is not done yet by Promoters,

Your directors wish to clarify as under: -
Promoters is in process of conversion to Denial of Shares.

C. SFBI fPROHIRlTION OF INSIDER TRADING! AMENDMENT REGULATIONS.

20IB:

SFBI (Prohibition of insider Trading) Regulations, 20IB The Company has complied with
The Securities and exchange Board of India (Prohibition of Insider Trading) Regulations,
20IB, except following:

• Closure of Trading Window from dealing in securities of the Company by Designated
Persons or their Immediate Relatives: As represented and confirmed:

(i) Trading Window closure intimation not given to Stock Exchange for March Quarter ended
and year ended on 2023 Tor the FY 2023-24.

(ii) Trading Window closure intimation not given to Stock Exchange for June quarter ended
on 2023 for the FY 2023-24.

(iii) Trading window closure intimation was delayed for December quarter ended on 2023
for the FY 2023-24 as it was given on 07/02/2024.

Your directors wish to clarify as under; -

Company is in process of setting system, employees are placed and hence forth there were
no delays in tiling.

* Compliance Certificate on Maintenance of Structured Digital Database (SDD): The
Company has delayed for December Quarter ended on 2023 for the FY 2023-24 and was not
within stipulated time limit.

* Company is in process of setting system, employees are placed and hence forth there
were no delays in filing.

D. COMPLIANCES ,UNDER THE. REGULATIONS QF_THE RESERVE BANK QF_ INDIA
fRBli AND THE FOREIGN EXCHANGE MANAGEMENT ACT. 1999 fFEMAl:

1. The Company has made a non-compliance due lo non-filing of annual return on
FLA (foreign liabilities and assets) for the FY 2022-23 which was required to file upto
15 July 2023.

2. The Company has made a son-compliance due to non-filing of annual return on
FLA (foreign liabilities and assets) for the FY 2023-24 which was required to file upto
15 July 2024.

Your directors wish to clarify as under;

The Company does not have any foreign liabilities and assets and even not received any
Investment during the year. So there is no any necessity of filing FLA for any of the
quarter.

iv. Internal Auditor;

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your
Board had appointed Mr. Vinodh Kumar II Has Internal Auditors of the Company for the
FY 2023-24.

21. 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.

22. INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY:

As on March 31, 2024, 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
ADC-1 pursuant to the first proviso to Sect!on 129 of the

Act read with rule 5 of the Companies (Accounts) Rules, 2014 containing salient features of
the financial statement of substdtaries/associate companies/ joint ventures forms part of
this Report.

23. FIXED DEPOSITS

The Company neither accepted nor invited deposit from the public falling within the ambit
of Section73 of the Companies Act, 2 013 and The Companies (Acceptance of Deposits) Rules,
2014,

24. CONTRACTS. AND ARRANGEMENT. WITH DELATED.PARTIES:

During the year, the company haSfnot entered any contract / a rra n ge me nt / transaction with
related parties which could be considered material in accordance with the policy of the
company on materiality of related party transactions. Refer Note No, 25 to the financial
statement which sets out related party disclosures. Form AOC-2, containing the note on the
aforesaid related party transactions is enclosed herewith as Annexure - B.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans. Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AMP OUTGO;

1, Specific areas in which R&D carried out by the Company:

The Company has an ongoing programme on latex technology development and its related
application to various products, Accordingly, the Company has in the past launched new
products such us Memory mattress, Memorise and Ortho Bond mattress, contour pillow,
haemorrhoid cushions, neck care and coccyx cushions,

2. Technology Absorption, Adaptation, and Innovation:

The latest technology is being adopted in the Factory For improving productivity and product
quality and reducing consumption of raw materials and Fuel. In this connection, pre¬
vulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo;

Statutory particulars cost with regards to foreign exchange and outgo appear in the notes
pertaining to the accounts.

4. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Kcdressal) act, 2013:

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual
Ha rassmunt at''Workplace in line with the requirements dftheSexual Har^sment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013,

5. Maintenance of cost records as speci fied by the Centra 1 Govern ment under sub-section
(1^ of section 14H of the Companies Act, 2013, is required by Lh e Co mpany as tu mover of the
Company Exceeds 33 Crores and accordingly Company is maintaining cost records,

27, DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning
of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules,
2014 (including any statute ly modi fi cat! on(s] or re-enactment(s) thereof for the time being
in force.

28. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company''s Development and implementation of Risk Management Policy is provided
elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C,

29. THE MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE PATE
QF_IHERE,P0RT:

No material changes and commitments affecting the financial position of the company
occurred from the end of the financial year 2U23-24 till the date of this report. Further there
was no change in the nature of the business of the company.

30. ANN UAL, RETURN:

in accordance wiLh Section 92[3) read with 134 [3) of the Companies Act 2013, the Annual
Return as of March 31, 2024 shall be made available on the website of the Company at
https://www.visioncinemas.tn/inves tor-relations.

31. PARTICULARS QF EMPLOYEES:

There was bo employee drawing remuneration hi excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2} and 5{3J of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. POLICY ON VlGiLMECHANISM;

The Audit committee has adopted a policy on vigil Mechanism in accordance with the
provisions of the Act, 2013 and Regulation 22 of SERI (L0DR) Regulations* which provides a
formal mechanism for all Directors, employees and other stakeholders of the company to
report to the management, their genuine concerns or grievances about unethical behaviours,
actual or suspected fraud and any violation of the Company''s Code of Conduct or ethics
policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make
protective disclosures to the Management about grievances or violation of the Company''s
code of conduct

The policy disclosed on the Company''s website in the following link
https://www. visioncin emas.in/in vestor-relations.

33. ORDER OF COURT:

No materia! orders had been passed by the regulators or courts or Tribunals,

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility f''CSK''¹) under the Companies Act, 2013,
are not applicable to the company for the current financial year,

35. INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements were operating
effectively.

36. ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments or the Central
and State Government, bankers, Material Suppliers, Customers and Shareholders for their
continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in hy
the Employees of the Company at all levels.

For and on behalf of the Board of Directors

KUNAL ASHOK B1NDIGANAVALE RANGANASANTH

DIRECTOR MANAGING DIRECTOR

(DIN: 08497957) (DIN;01763289)

Place: Bangalore
Date: 03-08-2024

---

Mar 31, 2016

The Directors are pleased to present their Twenty First Annual Report for the Nine month period ended 31-03-2016.

FINANCIAL RESULTS :

2015-16 2014-15 (Rs.in Lacs) (Rs. in Lacs) ( 9 Months )

Turnover 490.44 297.33

Increase / Decrease in Stock

Total Revenues 490.44 297.33

Profit /Loss before Interest and Depreciation 138.12 70.73

Interest 17.56 19.83

Profit/Loss before Depreciation 138.12 70.73

Depreciation 85.13 50.68

Net Profit/Loss before taxation 52.99 20.00

Provision for taxation 8.89 5.98

Profit/Loss after tax 38.80 13.99

OPERATIONS AND FUTURE PROSPECTS:

The operations of the company have improved year on year and is expected to further improve in the current year with commencement of operations of the expansion of the Bangalore facility.

AUDITORS :

M/s S. Janardhan & Associates, Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

With regard to the qualifications made by the Auditors in para (vii) of their Annexure Report, your directors wish to mention as follows.

a) The liability to the principals are under dispute. If the liability is determined in their favour, the TDS amounts will be remitted.

Dues from M/s.Vasanth Color Laboratories: The Company has had a carry forward non-fund based transaction with Vasanth Color Laboratories Ltd, which is being repaid during the current financial year

Board of Directors : The Company is exempted from the provisions of Clause 49 of the Listing Agreement regarding minimum number of independent directors on the Board as well a Audit Committee.

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 2013.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2015 - 16 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis. Particulars of Employees under Section 217 (2A) :

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (l)(e) of the Companies Act, 2013

Conservation of Energy : "1 These are not applicable to

Technology Absorption : I to the Company

Foreign Exchange Earnings : - Nil -

Foreign Exchange out go - Nil -

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the corporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement:

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.

Bangalore By Order of the Board

Date: 18.05.2015 Sd/-

Rangavasanth. B

Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Twenty First Annual Report for the Nine month period ended 31-03-2015.

FINANCIAL RESULTS : 2014 - 15 2013 - 14 (Rs.in Lacs) (Rs. in Lacs) ( 9 Months )

Turnover 297.33 377.66

Increase / Decrease in Stock -- --

Total Revenues 297.33 377.66

Profit /Loss before Interest and Depreciation 70.73 106.14

Interest 19.83 22.57

Profit/Loss before Depreciation 70.73 106.14

Depreciation 50.68 65.11

Net Profit/Loss before taxation 20.00 40.91

Provision for taxation 5.98 12.67

Profit/Loss after tax 13.99 28.13

OPERATIONS AND FUTURE PROSPECTS:

The operations of the company have improved year on year and is expected to further improve in the current year with commencement of operations of the expansion of the Bangalore facility.

AUDITORS :

M/s S. Janardhan & Associates, Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

With regard to the qualifications made by the Auditors in para (vii) of their Annexure Report, your directors wish to mention as follows.

i) The liability to the principals are under dispute. If the liability is determined in their favour, the TDS amounts will be remitted.

ii) Dues to Service Tax in under appeal

iii) Professional Tax

iv) Vat in under appeal

Dues from M/s.Vasanth Color Laboratories: The Company has had a carry forward non-fund based transaction with Vasanth Color Laboratories Ltd, which is being repaid during the current financial year

Board of Directors : The Company is exempted from the provisions of Clause 49 of the Listing Agreement regarding minimum number of independent directors on the Board as well a Audit Committee.

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 1956.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2014 - 15 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis. Particulars of Employees under Section 217 (2A) :

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (1)(e) of the Companies Act, 1956

Conservation of Energy : These are not applicable to

Technology Absorption : to the Company

Foreign Exchange Earnings : - Nil -

Foreign Exchange out go : - Nil -

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the corporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement :

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.

By order of the Board sd/- sd/- Rangavasanth.B Anitha Vasanth Chairman and Managing Whole Time Director Director

Place : Bangalore Dated : 05 September 2015

---

Jun 30, 2013

The Directors are pleased to present their Twentieth Annual Report for the year ended 30-06-2013.

FINANCIAL RESULTS :

2012-13 2011-12 (Rs.in Lacs) (Rs. in Lacs)

Turnover 3 92.26 316.70

Increase / Decrease in Stock

Total Revenues 392.26 316.70

Profit/Loss before Interest and Depreciation 108.58 159.36

Interest 20.67 24.68

Profit/Loss before Depreciation 108.58 134.68

Depreciation 66.43 83.72

Net Profit/Loss before taxation 42.15 50.96

Provision for taxation 22.18 0.00

Profit/Loss after tax 19.98 50.96

OPERATIONS AND FUTURE PROSPECTS:

The operations of the company have improved by about 24% year on year and is expected to further improve in the current year with the commencement of operations of the expansion of the Bangalore facility.

AUDITORS :

M/s S. Janardhan & Associates, Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

Dues from M/s.Vasanth Color Laboratories: The Company has carry forward transaction with Vasanth Color Laboratories Ltd, which is being repaid during the current financial year.

With regard to the qualifications made by the Auditors in para (ix) of their Annexure Report, your directors wish to mention as follows.

i) The liability to the principals are under dispute. If the liability is determined in their favour, the TDS amounts will be remitted.

ii) Dues to Service Tax in under appeal

Board of Directors : The Company is exempted from the provisions of Clause 49 of the Listing Agreement regarding minimum number of independent directors on the Board as well as Audit Committee.

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 1956.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2012 - 13 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees under Section 217 (2A) :

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (l)(e) of the Companies Act, 1956

Conservation of Energy : These are not applicable to

Technology Absorption : I to the Company

Foreign Exchange Earnings : - Nil -

Foreign Exchange out go : - Nil -

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the corporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement:

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.

By order of the Board sd/- sd/- Rangavasanth.B Anitha Vasanth

Chairman and Managing Whole Time Director Director

Place : Bangalore

Dated : 25th November 2013

---

Jun 30, 2011

The Directors are pleased to present their Eighteenth Annual Report for the year ended 30-06-2011.

FINANCIAL RESULTS:

2010-11 2009-10 (Rs. in Lacs) (Rs. in Lacs)

Turnover 241.44 256.91

Other Income 36.90 20.66

Increase / Decrease in Stock

Total Revenues 278.34 277.57

Profit /Loss before Interest and Depreciation 45.50 32.47

Interest

Profit/Loss before Depreciation 45.50 32.47

Depreciation 19.68 20.98

Net Profit/Loss before taxation 25.82 11.49

Provision for taxation 0.00 2.08

Profit/Loss after tax 25.82 9.41

OPERATIONS AND FUTURE PROSPECTS:

The operations of the company are expected to improve in the coming years.

AUDITORS :

M/s S. Janardhan & Associates, Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

Dues from M/s.Vasanth Color Laboratories: The Company has carry forward tranaction with Vasanth Color Laboratories Ltd to the tune of Rs. 479.95 lacs, which is being repaid during the current financial year.

With regard to the qualifications made by the Auditors in Para (ix) of their Annexure Report, your directors wish to mention as follows.

i) The liability to the principals are under dispute. If the liability is determined in their favor, the TDS amounts will be remitted.

ii) Dues to Service Tax in under appeal Board of Directors : The Company is exempted from the provisions of Clause 49 of the Listing Agreement regarding minimum number of independent directors on the Board as well a Audit Committee.

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 1956.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2010 - 11 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees under Section 217 (2A):

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (l)(e) of the Companies Act, 1956

Conservation of Energy : These are not applicable to

Technology Absorption : to the Company

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the corporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement:

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.

By order of the Board

sd/- sd/-

Rangavasanth.B Anitha Vasanth

Chairman and Managing Whole Time Director

Director

Place : Bangalore

Dated : 23rd November 2011

---

Jun 30, 2010

The Directors are pleased to present their Sixteenth Annual Report for the year ended 30-06-2010.

FINANCIAL RESULTS :

2009 - 10 2008 - 09

(Rs.in Lacs) (Rs. in Lacs)

Turnover 256.91 308.98

Other Income 20.66 20.93

Increase / Decrease in Stock -- --

Total Revenues 277.57 329.91

Profit /Loss before Interest and Depreciation 32.47 32.13

Interest

Profit/Loss before Depreciation 32.47 32.13

Depreciation 20.98 20.98

Net Profit/Loss before taxation 11.49 11.16

Provision for taxation 2.08 1.37

Profit/Loss after tax 9.41 9.79

OPERATIONS AND FUTURE PROSPECTS:

The operations of the company are expected to improve in the coming years.

AUDITORS :

M/s S. Janardhan & Associates. Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

Dues from M/s.Vasanth Color Laboratories: The Company has transacted with Vasanth Color Laboratories Ltd during the year to the tune of Rs. 478.47 lacs, which is repaid during the current financial year.

With regard to the qualifications made by the Auditors in para (ix) of their Annexure Report, your directors wish to mention as follows.

i) The liability to the principals are under dispute. If the liability is determined in their favour, the TDS amounts will be remitted.

ii) Dues to Service Tax in under appeal

Board of Directors : Mr.B.S.Ranga, Director, has expressed his desire to retire from the Directorship of the Company due to his advanced age. The Board while accepting his resignation with regret, wishes to place on record its appreciation & gratitude to Sri. B.S. Ranga for his advice & guidance since the inception of the Company.

Upon the resignation of Sri. B.S. Ranga from the Board of Directors of the Company, the Company has proposed to elect,Mr. B. Vishnu Vasanth as a Director of this Company at this Annual General Meeting.

Pursuant to clause 49 of the listing agreement with the Stock Exchanges, the following information is furnished about Mr. B. Vishnu Vasanth.

Mr. B. Vishnu Vasanth is an Engineer from the R.V. College of Engineering, Bangalore. After working for a stint at National Instruments, USA, he completed his MBA from the International School of Business (ISB) Hyderabad. He then worked with Premji Invests, the investment arm of Sri. Azim Premji, thereafter set out to open his own Company in the Waste to Power sector. He is the Managing Director of Renewgen Enviro Ventures Pvt. Ltd.

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 1956.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2009 - 10 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees under Section 217 (2A) :

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (l)(e) of the Companies Act, 1956

Conservation of Energy : These are not applicable to

Technology Absorption : to the Company

Foreign Exchange Earnings : - Nil -

Foreign Exchange out go : - Nil -

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the corporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement:

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.



By order of the Board

sd/- sd/-

Rangavasanth.B Anitha Vasanth

Chairman and Managing Whole Time Director

Director

Place : Bangalore

Dated : 30th November 2010

---

Jun 30, 2009

The Directors are pleased to present their Sixteenth Annual Report for the year ended 30-06-2009.

FINANCIAL RESULTS :

2008 - 09 2007 - 08 (Rs.in Lacs) (Rs. in Lacs)

Turnover 308.98 362.75

Other Income 20.93 26.06

Increase / Decrease in Stock - -

Total Revenues 329.91 388.81

Profit/Loss before Interest and Depreciation 32.13 28.08

Interest

Profit/Loss before Depreciation 32.13 28.08

Depreciation 20.98 20.97

Net Profit/Loss before taxation 11.16 7.11

Provision for taxation 1.37 1.00

Profit/Loss after tax 9.79 6.11



OPERATIONS AND FUTURE PROSPECTS:

The operations of the company are expected to improve in the coming years.

AUDITORS :

M/s S. Janardhan & Associates, Chartered Accountants, Bangalore, the auditors of the company, retire at this Annual General Meeting and are eligible for re appointment.

MANAGEMENT CLARIFICATIONS TO AUDITORS REPORT :

Dues from M/s.Vasanth Color Laboratories: The Company has transacted with Vasanth Color Laboratories Ltd during the year to the tune of Rs. 226.35 lacs, which is repaid during the current financial year.

With regard to the qualifications made by the Auditors in para (ix) of their Annexure Report, your directors wish to mention as follows.

i) The liability to the principals are under dispute. If the liability is determined in their favour, the TDS amounts will be remitted.

ii) Dues to Service Tax in under appeal Board of Directors : Mr.B.R. Shamala, Director, retires by rotation at this Annual General Meeting and, being eligible, offers herself for re-election.

Pursuant to clause 49 of the listing agreement with the Stock Exchanges, the following information is furnished about the Director, Mrs. B.R.Shamala. proposed to be reappointed:

Mrs. B. R. Shamala was first appointed as a Director of the company on 18.06.1992. She is a Producer of many feature films and her company has produced 16 feature films in Kannada & Tamil.

Other Directorships : Committee Members Name of the Company Name of the committee.

*Turbo Tech Precision Engg Pvt Ltd VISION TECHNOLOGY INDIA LTD Bangalore Chairman, Audit Committee

*Vasanth Color Laboratories Ltd., Chairman, Remuneration Committee Bangalore Chairman, Investor Grievances Committee *Motion Graphics Pvt Ltd., Chennai

Fixed Deposits : The Company has not accepted any fixed deposits from the public during the year.

Directors responsibility statement pursuant to Sec.217 (2AA) of the Companies Act, 1956.

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2008 - 09 and of the loss of the company for the same period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Particulars of Employees under Section 217 (2A) :

During the year, there were no employees who were in receipt of remuneration in excess of the limits prescribed under the above section.

Information under Sec.217 (l)(e) of the Companies Act, 1956

Conservation of Energy : These are not applicable to Technology Absorption : to the Company

Foreign Exchange Earnings - Nil -

Foreign Exchange out go - Nil -

MANAGEMENT DISCUSSION AND ANALYSIS.

A report on the Management discussion and analysis as required under clause 51 of the Listing Agreement is attached herewith (Annexure I)

Corporate Governance

A report on the coiporate governance is attached herewith as required by the amended clause 49 of the listing agreement (Annexure - II).

Shareholder Information

The required shareholder information is furnished in Annexure - III to this report.

Acknowledgement:

The Directors wish to place on record their appreciation for the continued support received from their customers, bankers and employees of the Company.

By order of the Board

sd/- sd/- Rangavasanth.B Anitha Vasanth Chairman and Managing Whole Time Director Director Place : Bangalore Dated : 30th November 2009