Directors Report of Vision Corporation Ltd.

Mar 31, 2014

Dear Members,

The directors are pleased to present the Nineteenth Annual Report and the audited statement of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

(Rs.In lacs) PARTICULARS 31.03.2014 31.03.2013 Total Income 283.45 711.31

Less: Total Expenditure 258.19 683.27

Profif/(Loss) before Depreciation 25.25 28. 03

Less: Depreciation 21.74 25.87

Profif/(Loss) After depreciation 3.52 2.15

Add/( Less ) Prior Period Adjustment - -

Net Profit before Tax 3.52 2.15

Less: Provision for Tax 1.05 0.78

Less: Provision for Fringe Benefit Tax - -

Add/(Less) Provision for Deferred Tax - -

Net Profit After Tax 2.47 1.37

Profit / (Loss) brought forward from previous year 55.23 53.86

Short Provision - -

Balance carried to Balance Sheet 57.70 55.23

PERFORMANCE REVIEW:

During the year under review, there is decrease in the turnover of the Company. It has decreased from Rs. 711.31 Lacs in the previous year to Rs. 283.45 Lacs during the year but even after that resulted into increase in profitability. The profit after tax has increased from Rs. 1.37 Lacs in last year to Rs. 2.47 Lacs in the current year.

DIVIDEND

In absence of adequate profits, your directors regret non recommendation of dividend for the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year under review. However, the credit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserves and Surplus.

FIXED DEPOSIT:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company Mr. Chandrashekhar Ogale and Mr. Ashutosh Mishra, directors retire by rotation and being eligible offer themselves for re-appointment.

Mr. Ashok Mishra, Mr. Pehlaj Nihalani and Mr. Dilip Dutta are the other Directors on the Board of the Company.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Vision Corporation Limited state in respect of financial year 2013-14 that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts for the financial year 31st March, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

AUDITORS:

The Auditor of the Company M/s. Bhasin Hota & Co, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The appointment if made will be in accordance with the sub section (1B) of section 224 of the Companies Act, 1956 as per certificate furnished by the auditor. Members will be required to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration

AUDITORS OBSERVATIONS:

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, various Govt. Agencies, the Company''s Bankers and T.V. Channels. The Directors also wish to place on record their appreciation for the sense of responsibility and team work displayed by employee at all levels.

On behalf of the Board of Directors

Sd/- Ashok Kumar Mishra Chairman

Place: Mumbai Date: July 10, 2014

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Mar 31, 2013

To, The Members

The directors are pleased to present the Eighteenth Annual Report and the audited statement of accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

(in Rs.)

PARTICULARS March 31, 2013 March 31, 2012

Total Income 71,131,180 105,127,624

Less: Total Expenditure 68,327,961 103,068,788

Profit/(Loss) before Depreciation 2,803,219 2,058,836

Less: Depreciation 2,587,887 1,689,881

Profit/(Loss) After depreciation 215,332 368,955

Add/( Less ) Prior Period Adjustment - -

Net Profit before Tax 215,332 368,955

Less: Provision for Tax 78,375 -

Less: Provision for Fringe Benefit Tax - -

Add/(Less) Provision for Deferred Tax - -

Net Profit After Tax 136,957 368,955

Profit / (Loss) brought forward from previous year 5,386,225 5,017,270

Short Provision - -

Balance carried to Balance Sheet 5,523,182 5,386,225

PERFORMANCE REVIEW:

During the year under review, your Company has recorded revenue of Rs. 71,131,180/- compare to previous year of Rs. 105,127,624/-. The Net Profit after Tax for the year is Rs. 136,957/- .

DIVIDEND

In absence of adequate profits, your directors regret non recommendation of dividend for the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year under review. However, the credit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserves and Surplus.

FIXED DEPOSIT:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company Mr. Chandrashekhar Gangadhar Ogale and Mr. Dilip Gajendranath Dutta, directors retire by rotation and being eligible offer themselves for re-appointment.

Mr. Ashok Kumar Mishra continues to be Managing Director on the Board of Directors of the Company.

Mr. Ashutosh Ashok Mishra and Mr. Pehlaj Nehalani are the other Directors on the Board of the Company.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Vision Corporation Limited state in respect of financial year 2011-12 that:

a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the financial year 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

AUDITORS:

The Auditor of the Company M/s. Bhasin Hota & Co, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The appointment if made will be in accordance with the sub section (1B) of section 224 of the Companies Act, 1956 as per certificate furnished by the auditor. Members will be required to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration

AUDITORS OBSERVATIONS:

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, various Govt. Agencies, the Company''s Bankers and T.V. Channels. The Directors also wish to place on record their appreciation for the sense of responsibility and team work displayed by employee at all levels.

On behalf of the Board of Directors

Sd/-

Ashok Kumar Mishra

Chairman

Place: Mumbai

Date: August 06, 2013

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Mar 31, 2011

The directors are pleased to present the Fifteenth Annual Report and the audited statement of accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS:

(Rs.In lacs)

Particulars 31.03.2011 31.03.2010

Total Income 1,011.69 1,108.86

Less: Total Expenditure (9,93.69) (1,088.27)

Profit/(Loss) before Depreciation 18.00 20.59

Less: Depreciation (17.72) (16.81)

Profit(Loss) After depreciation 0.27 3.78

Add/( Less) Prior Period Adjustment 2.75 2.72

Net Profit before Tax 3.02 6.50

Less: Provision for Tax (0.65) (1.50)

Less: Provision for Fringe Benefit Tax

Add/(Less) Provision for Deferred Tax (2.05) 0.18

Net Profit After Tax 0.32 5.18

Profit / (Loss) brought forward from previous year 49.84 44.67

Short Provision

Balance carried to Balance Sheet 50.17 49.85

PERFORMANCE REVIEW:

During the year under review, there is decline in the turnover of the Company. It has declined from Rs. 1108.86 Lacs in the previous year to Rs. 1011.69 Lacs during the year. This has resulted into decline in profitability as well. The profit has declined from Rs. 5.18 Lacs in last year to Rs. 0.32 Lacs in the current year.

DIVIEND

Keeping in view of expansion plans, the Company is in need of finance for expansion of the projects in the media industry and hence it has been decided by the Management to retain profits and plough back it in the business. Hence, your directors do not recommend dividend during the year.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year under review. However, the credit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserves and Surplus.

FIXED DEPOSIT:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company Mr. Chandrashekhar Ogle and Mr. Ashutosh Mishra, directors retire by rotation and being eligible offer themselves for re-appointment.

During the year Mr. Ashok Gandhi and Mr. Akshaye Khanna resigned from the Board.

Mr. Ashok Kumar Mishra,, Mr. Pehlaj Nehalani and Mr. Dilip Dutta are the other Directors on the Board of the Company.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Vision Corporation Limited state in respect of financial year 2010-11 that:

a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the financial year 31st March, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

AUDITORS:

M/s. Bhasin Hota & Co., Chartered Accountants, as Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter from M/s. Bhasin Hota & Co., Chartered Accountants, to the effect that their appointment, if made, would be made within the prescribed limits under section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS:

The observations made by the Auditors in point 11 in their in the report about non-disclosure of status of creditors and non-provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act, 2006. The Company has not received any information from Vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest payable under this Act has not been provided in the Books. The other observations are self explanatory and need not to be commented further in this report.

DISCLOSURE UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, various Govt. Agencies, the Company's Bankers and T.V. Channels. The Directors also wish to place on record their appreciation for the sense of responsibility and team work displayed by employee at all levels.

On behalf of the Board of Directors

Sd/-

Ashok Kumar Mishra

Chairman

Place: Mumbai

Date: July 15, 2011