DIRECTORS' REPORT TO, THE MEMBERS, VISION CORPORATION LIMITED The Directors of the Company take pleasure in presenting their 20th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015. Highlights During the year your company has earned the income of Rs. 246.11 Lakhs including other income as compared to Rs. 285.16 Lacs in the previous year. The Net profit after tax is Rs. 1.98 Lacs against the Net Profit of Rs. 2.46 Lacs in the previous year. Dividend To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review. CHANGES IN THE SHARE CAPITAL There was no change in share capital of the Company during the Financial Year 2014-15. Public Deposits Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Board of Directors During the year 2014-2015 the Management of the Company has changed. The Board of Directors have appointed Ms Kaalindi Misra as the Additional Director of the company w.e.f 11/02/2015. Ms. Kaalindi Misra is also appointed as a Whole Time Director of the Company for the period of three (3) years w.e.f. 29th May, 2015. In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Kaalindi Misra hold office as such upto the date of ensuing Annual General Meeting of the Company. The Company has received the notice from the member under 160 of the Companies Act, 2013 together with the necessary deposit proposing his candidature for the office of the Director. In terms of provisions of Section 149 and 152 of the Companies Act, 2013 read with the Companies (Management & administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Pehlaj Nehalani, Mr. Chandrasekhar Gangadhar Ogale and Mr. Dilip Gajendranath Dutta as an Independent Director of the Company upto the period of 31st March, 2019 who shall not be liable to retire by rotation. All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In terms of provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management & administration) Rules, 2014, Mr. Ashok Mishra, Chairman and Managing Director of the Company retire by rotation and being eligible, offers himself for re-appointment. Your director recommends the appointment of the directors in terms of the provisions of the Companies Act, 2013. Brief resume of the Directors proposed to be appointed/ re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the BSE Limited are given in the Notice. Policies on Directors' Appointment And Remuneration The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to this Report. Evaluation of Board of Directors Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board. Board Committees Your Company has following Committees of Board, viz, 1. Audit Committee 2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance' forming part of the Annual Report. Directors' Responsibility Statement Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, your Directors hereby confirm that: > in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made; > appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 and of the profit of the Company for that period; > proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; > the annual accounts have been prepared on a going concern basis; and > Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Auditors > Statutory Auditors The Company Auditors, M/s. Bhasin hota & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 6th Consecutive Annual General Meeting of the Company subject to the ratification by the members of the Company in every annual General Meeting. The Company has received a written consent to such appointment from M/s. Bhasin hota & Co, Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. > Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Kaushal Dalal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report. The Secretarial Auditor has mentioned the observations in their report about non-compliances of the Companies Act, 2013 and the rules made thereunder, however, the Companies Act, 2013 was a new legislation which came into force on 01st April, 2014, and the company did not had the Company Secretary, due to which there was a inadvertent lapse of compliances in the Company; however, the Directors of the Company assure the members that the Company is in process of the execution of compliances and there would not be any lapse/non compliances henceforth. Audit Committee The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Clause 49 of the Listing Agreement reconstituted Audit Committee. It comprises of two Independent Director and one Non Independent Director. The Chairman of the Committee is Independent Director i.e. Mr. Dilip Dutta. The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board of Directors of the Company held on 29th May, 2014, the Board of Directors aligned the terms of reference and scope and functioning of the Audit Committee with the new requirements of the Companies Act, 2013 and Listing Agreement norms. Related Party Transactions The Company has not entered into the transactions with the related party which attracts the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder. Particulars of Loans, Guarantees or Investments There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15. Risk Management and Internal Controls The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report. Reports on Corporate Governance and Management Discussion & Analysis The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report. Board meetings The Board meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters. During the financial year 2014-15, ten (10) board meetings were held on 29.05.2014, 10.07.2014, 28.10.2014, 12.11.2014, 23.12.2014, 26.12.2014, 08.01.2015, 27.01.2015, 11.02.2015 and 02.03.2015. The gap between the two board meetings did not exceed 120 days. Extract of Annual Return Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company. There were no foreign earnings or outgoings during the year. Listing of Shares of the Company The Equity Shares of your Company is listed on BSE Limited, However, the trading of the Equity Shares of the Company are suspended since February, 2015. The Company is process of the revocation of the same. The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2015-16 on time. Vigil Mechanism/Whistle Blower Policy The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2014-15, no cases under this mechanism were reported in the Company. Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at our workplace of the company. Management Discussion and Analysis Report Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report. Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure V. Acknowledgements The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year. On behalf of the Board of Directors Sd/- Ashok Kumar Mishra (Managing Director) Date: 07/08/2015 Place: Mumbai |