Your directors have pleasure in presenting before you the 31* Annual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2024.
The principal activity of the company continues to be manufacture and marketing of foamand other related products.
Pa rticulars
Financial yearended March31, 2024Rs. In lakhs
Financial yearended Mar 31,2023
Rs. In lakhs
Revenue from Operations
239.04
64.05
tenses
250.44
50.55
Profit before Exceptional Items andTax
-11.36
13.50
Exceptional Items(Expenses]/Income
00
Net Profit / [Loss] from Operationbefore Tax
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 incurredNet Loss of Rs, -10.66 Lakhs during the year as compared previous year Net Profite of [loss]of Rs. 44,63 Lakhs.
Your Company is one of the Oldest Exhibition and Movie Processing Laboratory Companiesin southern India having a group presence (through other entities) of approximately SOyears, The Promoters have restructured Ihe Board Tor two major reasons; to meet regulatoryrequirements and to mitigate the risk with respect to Business Management, ManagementUp gradation and to receive expert backing from veteran professionals in the Industry. It hasalso been making efforts to revamp the complete compliance structure of the Company tomake it stakeholder friendly and ease of access to the Information,
The Company has also upgraded its websites to include online ticket bookings for its CinemaScreens 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&Bstore, The Company also plans to develop a unique brand name for its P&B stores to make itattractive 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 thiss eg men t.
Company has not declared dividend this year.
The Company has not proposed to transfer any amount to the general reserve.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India as applicable on meetings of the Board of Directors and Generalmeetings,
a) BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
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.
The Company lias not issued any Rights issue during the year under review,
The Company has not provided any Stock Option Scheme to the employees,
Company has not issued any shares with Differential Rights for the year under review,
Company has not Issued equity shares on preferential basis,
The Company confirms that It has paid the Annual Listing Fees for the year 2023-24 to BSELimited where the Company's Shares are listed.
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 issuedany shares with differential voting rights nor granted stock option nor sweat equity norissued any convertible instrument.
Further, Lhe Company have already submitted relevant return of allotments to updaterecords of MCA and display above capital, but due to certain technical glitches in website ofMCA, the same displays only the erstwhile paid up capital of the Company. The Company isconstantly making required efforts to update the same.
Also Further, Management of the Company has also, in their board meeting, resolved to makenecessary changes to update the capital in the books of Account and also provide requiredexplanation and reconciliation to the Auditors for reporting accordingly to match the samewith records furnished by Depositories, which actually stands correct and is presentedcorrectly.
Your Company's 85,77% of the company's listed Equity Share Capital is in dematerializedform as on 3]Hl March 2024 and balance 3,97% is in physical form. The Company's Registrarsand Transfer Agent M/s Integrated Registry Management Services Private Limited,
As on March 31, 2024, your Board comprises of 4 Directors including 2 IndependentDirectors,
Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Anita Vasa nth (DIM: 01763255 Director retires by rotationat 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 providedin the Notice of the 31sr Annual General Meeting of the Company.
Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 Mr. MuthuswamyHariharan (DIM: 0R49796R) and Kunal Ashok (DIN; 08497957] Independent Director of theCompany 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 officew.e.f. 14lh February 2024 and Ms. Kanti Gajanana Hegde has been appointed as the CompanySecretary and Compliance Officer with effect from 14th February 2024,in terms of Section 203 of the said Act, the following were designated as Key ManagerialPersonnel 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
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149 ofthe Act, and the SFBI I.ODR.
In the opinion of the Board, the independent directors possess necessary expertise andexperience 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, theperformance of the Directors individually as well as the evaluation of Committees of Board.
The Nomination and Remuneration Committee or Directors reviews the composition of theUoard to ensure an appropriate mix of abilities, experience, and diversity to serve theInterests 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 toattract retain and motivate executive management and remuneration structured to link toCompany's Strategic long-term goals, appropriateness, relevance, and risk appetite of thecompany,
The Process of appointing a director/Key Managerial Personal is that when there is a needora 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 willbring to the board in addition to what the existing members huid.
The Board of Directors duly met six times during the financial year from 01st April 2023 to31st March 2024 The dates on which the meetings were held are as follows:
Date of Meeting
No. of Directors ason the date
No. of Directors Present
27-05-2023
4
3
14-08-2023
06-09-2023
L4-11-2023
14-02-2024
The Committee consisting of three Directors namely Mr. Kuna! Ashok, independent Director,Mr. BindiganavaleRangavasanth, Director and Mr, Hariharan Muthuswamy, IndependentDirector;
Date of Committee
No. of Members as on
No, of Members
Meeting
date
Present
05-2023
Ý08-2023
Ý11-2023
02-2024
The Board of Directors of the Company has constituted a Stakeholders RelationshipCommittee as per Companies Act, 2013. Presently, the Stakeholders Relationship Committeecomprising of Shi i. Hariharan Muthuswamy, Chairman of the Committee, ShrLKuna! Ashok,Shri Bindtganavaie Rangavasanth and Smt, Anita Vasanth. During the fiscal 2024, 2 meetingwere 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 andreviews all matters connected with the securities transfers. The Committee also looks intoredressal of shareholders' complaints like transfer of shares, non-receipts of balance sheet,non-receipt of declared dividends etc. The Committee overseas the performance of theRegistrar and Transfer Agents and recommends measures for overall improvement in thequality of investor services.
The Company has designated the below cited e-mail ID of the Grievance Redressalexclusively for the purpose of registering complaints by investors.
E-mail ID - c^jsimdnemas.m
Pursuant to Section 134f5") of the Companies Act, 2013. Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31^[ March 2024, the applicableaccounting standards have been followed and there is no material departures.
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a h ue and fair viewof the state of affairs of the company at the end of the financial year and of the profit of thecompany for the same period:
c) the directors have taken proper and sufficient care for Lhu maintenance of adequateaccounting records in accordance with the provisions of the Companies Act. 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) they have prepared the annual accounts on a going concern basis.
ej They have laid down internal financial controls that are adequate and were operatingeffectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicablelaws 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 secretarialauditors and reviews performed by the management, the Board is or the opinion that thecompany's internal financial controls were adequate and effective during the financial year2023-24.
The Company has appointed M/s Integrated Registry Management Services Private Limitedas its Registrarand Share Transfer Agent [RTAJ.Any queries relating to transfer ortransmission of shares of the Company may be brought to the knowledge of RTA by theShareholders.
M/s Pradeep Kumar Devaraj St Associates Chartered Accountants, (ICAI FirmRegistration number: 023317S) Were appointed as Statutory Auditors of the Companyfor a period of live consecutive years at the Annual General Meeting held on 24thSeptember 2022, However, the Statutory Auditors have submitted their resignation on03.08,2024 due to internal reasons and shall not be able to continue as the StatutoryAuditors of the Company.
Further, Mr. Manoj Acharya [Membership Number: 045714), M/s Manoj Acharya &Associates,. Chartered Accountant (FRN: 114984W) shall be appointed as the StatutoryAuditors of Lhe Company in the ensuing AGM for a term of 5 years from conclusion of31st Annual General meeting till conclusion of 36'1' Annual General Meeting,
The notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments.
In terms of Section HR of the Companies Act 2013, the Company has maintained costrecords for the year ended March 31, 2024.
iii. Secretarial Auditor:
M/s, Swati Agarwal and Associates, Bengaluru was appointed as Secretarial Auditor forcarrying out the secretarial audit for the financial year 2023-24. As required underSection 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Reportsubmitted by Company Secretary in Practice is enclosed as a part of this reportAnne 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 CompanySecretaries 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 committeemeeting 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, thecompany is required to appoint Internal Auditor, the office of which remains vacantduring the Financial Year under review.
The Company has appointed Mr. Vinodh Kumar I! as Internal Auditor of the Companyfor the FY 2023-24.
3. The financial statements does not comply with the Ind AS specified undersection 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 isIncluded in ihe databank shall pass an online proficiency self-assessment test con ductedby the Indian Institute of Corporate affairs (1ICA) within a period of one year from thedale of inclusion of his name in the databank, It was observed that none of the Directorshold a valid registration with data bank as on the date of this report, and thus we areunable 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 dulyconstituted with proper balance of independent Directors.
The Company is in the process of finding the write person who is able to offer objectiveopinions and perspectives on the company's status and key decisions to fill the gap sothat proper balance can be maintained.
6. The Company bns not given Newspaper advertisement for Audited Financialresults for year ended 31st March 2023, for On-Audited Financial results for June quarterended on 30th jane 2023, September Quarter ended on 30th September 2023, for BookClosure.
Company is in process of setting system, employees are placed and started givingnewspaper 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 ofannual return in MGT-7 within stipulated time limit for the FY 2021-22 and 2022-23 arein default
Filing is delayed due to change in the management and Company Secretary and someinterna! changes, But all the Filings are Completed,Directors further wish to clarity Company is not in default all the forms are filed withlate Tees,
8. Non availability of certificate issued by PCS for non-disqualification ofDirectors 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.
Ý Regulation 1 3 [3]: Statement of Investor complaints - The Company had delayed infiling far March quarter ended 2023, and December quarter ended 2023 for the FY 2023-24which 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 wereno 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 timelimit of 21 days from quarter end.
Company is in process of setting system, employees are placed and hence forth there wereno delays in filing,
• Regulation 34; Annual Report - The Company had delayed to intimate to stockexchange within stipulated time limit.
• Reg 76 of (SEE! (Depositories and Participants) Regulations, 2018]: Reconciliation ofShare Capita! Audit - The company had delayed in filing far March, June and Decemberquarters ended on 2023 far the FY 2023-24 which was not within time limit of 30 days fromquarter end.
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 intimationwithin stipulated time limits.
Ý Regulation 46: Website of the Company though being functional does not have certaincontents and disclosures as required under Regulation 46 of SEBI [LODR), 2015 and also notfully updated as on date of this report
Company is in process of updating the website because of this some data is removed andmissing, 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, whichinclude towards BSE for the FY 2022-23 and for the FY 2023-24 for delay in above mentionedfilings and to avoid that in coming future proper system has adopted and there were no duesto pay further.
• There are Physical Sharejsiihfcld by Prompters In the Company; Compukoryconysraitmto Demat is not done yet by Promoters,
Your directors wish to clarify as under: -Promoters is in process of conversion to Denial of Shares.
20IB:
SFBI (Prohibition of insider Trading) Regulations, 20IB The Company has complied withThe 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 DesignatedPersons or their Immediate Relatives: As represented and confirmed:
(i) Trading Window closure intimation not given to Stock Exchange for March Quarter endedand year ended on 2023 Tor the FY 2023-24.
(ii) Trading Window closure intimation not given to Stock Exchange for June quarter endedon 2023 for the FY 2023-24.
(iii) Trading window closure intimation was delayed for December quarter ended on 2023for the FY 2023-24 as it was given on 07/02/2024.
Company is in process of setting system, employees are placed and hence forth there wereno delays in tiling.
* Compliance Certificate on Maintenance of Structured Digital Database (SDD): TheCompany has delayed for December Quarter ended on 2023 for the FY 2023-24 and was notwithin stipulated time limit.
* Company is in process of setting system, employees are placed and hence forth therewere no delays in filing.
1. The Company has made a non-compliance due lo non-filing of annual return onFLA (foreign liabilities and assets) for the FY 2022-23 which was required to file upto15 July 2023.
2. The Company has made a son-compliance due to non-filing of annual return onFLA (foreign liabilities and assets) for the FY 2023-24 which was required to file upto15 July 2024.
Your directors wish to clarify as under;
The Company does not have any foreign liabilities and assets and even not received anyInvestment during the year. So there is no any necessity of filing FLA for any of thequarter.
iv. Internal Auditor;
Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, yourBoard had appointed Mr. Vinodh Kumar II Has Internal Auditors of the Company for theFY 2023-24.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS;
The Statutory Auditors and the Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors as prescribed under Section143(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 nomaterial change in the nature of business of the subsidiary, The Company did not have anyAssociate Companies or Joint Ventures at the end of this Financial Year, A statement in FormADC-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 ofthe financial statement of substdtaries/associate companies/ joint ventures forms part ofthis Report.
23. FIXED DEPOSITS
The Company neither accepted nor invited deposit from the public falling within the ambitof 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 withrelated parties which could be considered material in accordance with the policy of thecompany on materiality of related party transactions. Refer Note No, 25 to the financialstatement which sets out related party disclosures. Form AOC-2, containing the note on theaforesaid 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 186of the Companies Act, 2013 are given in the notes to the Financial Statements.
1, Specific areas in which R&D carried out by the Company:
The Company has an ongoing programme on latex technology development and its relatedapplication to various products, Accordingly, the Company has in the past launched newproducts 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 productquality and reducing consumption of raw materials and Fuel. In this connection, pre¬vulcanized latex is being adopted.
Statutory particulars cost with regards to foreign exchange and outgo appear in the notespertaining to the accounts.
The Company has in place a Gender-Neutral Policy on Zero Tolerance towards SexualHa rassmunt at'Workplace in line with the requirements dftheSexual Har^sment of Womenat 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 theCompany Exceeds 33 Crores and accordingly Company is maintaining cost records,
During the year under review, the Company has not accepted any deposit within the meaningof 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 beingin force.
The Company's Development and implementation of Risk Management Policy is providedelsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C,
29. THE MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE PATEQF_IHERE,P0RT:
No material changes and commitments affecting the financial position of the companyoccurred from the end of the financial year 2U23-24 till the date of this report. Further therewas 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 AnnualReturn as of March 31, 2024 shall be made available on the website of the Company athttps://www.visioncinemas.tn/inves tor-relations.
31. PARTICULARS QF EMPLOYEES:
There was bo employee drawing remuneration hi excess of limits prescribed under section197(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.
The Audit committee has adopted a policy on vigil Mechanism in accordance with theprovisions of the Act, 2013 and Regulation 22 of SERI (L0DR) Regulations* which provides aformal mechanism for all Directors, employees and other stakeholders of the company toreport 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 ethicspolicy.
The policy also provides a direct access to the Chairperson of the Audit Committee to makeprotective disclosures to the Management about grievances or violation of the Company'scode of conduct
The policy disclosed on the Company's website in the following linkhttps://www. visioncin emas.in/in vestor-relations.
33. ORDER OF COURT:
No materia! orders had been passed by the regulators or courts or Tribunals,
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,
The Internal Financial Control with reference to financial statements were operatingeffectively.
36. ACKNOWLEDGEMENT:
Directors take this opportunity to express their thanks to various departments or the Centraland State Government, bankers, Material Suppliers, Customers and Shareholders for theircontinued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put in hythe 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: BangaloreDate: 03-08-2024