Directors Report of Vision Cinemas Ltd.

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

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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

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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

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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

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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

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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