డైరెక్టర్ల నివేదిక Vision Corporation Ltd.

Mar 31, 2025

The Directors of the Company take pleasure in presenting their 30^th Annual Report together with
the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results

The summary of the Company''s financial performance for the financial year 2024-2025 as
compared to the previous financial year 2024-25 is given below:

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	1,216.40	1,921.92
Revenue from Other Income	455.06	12.67
Total Revenue	1,671.46	1,934.60
Total Expenses	1,294.34	1,928.80
Income Tax	-	4.56
Deferred Tax	-	-
Profit After Tax	(1,454.83)	1.24
EPS	(7.285)	0.006

Highlights

During the year, your company has earned the income of Rs. 1,671.46 Lakhs including other
income as compared to Rs. 1,934.60 Lakhs in the previous year. The Net profit and loss after tax
is Rs. (1,454.83) Lakhs against the Net Profit of Rs. 1.24 Lakhs 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 2024-25.

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.

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.

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 Annual General Meeting of
the Company to be held in 2028-2029 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. In the term of Listing Regulation, 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. S. K. Dwivedi & Associates, Company Secretaries in Practice to undertake
the Secretarial Audit of the Company for the financial year 2024 - 25. The Report of the Secretarial
Auditor is annexed herewith as Annexure II and forms an integral part of this Report.

During the period under review by the secretarial auditor, the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following:

1. In accordance with the section 117(3)(g) and Section 179 (3) of the Companies Act,
2013 read with rules made thereunder the has not filed Form MGT-14 for the
approval of Financial Statements and Board''s report for the Financial Year ended
31.03.2023.

Management Reply:- The company is under the process to file the said form on
asap.

2. As per Regulation 27(2)(a) of SEBI (LODR), 2015, there is some discrepancy/ies in all
the Corporate Governance reports filed to the Stock Exchange during the period
under review.

Management Reply:- The company taking care every minor changes which reflects
in governance reporting so that good corporate governance reporting done in
company.

3. In accordance with the section 149(6) of the Companies Act, 2013 Mrs. Priti Kumari
as an independent director of the Company but form DIR-12 not filed by the
Company.

Management Reply:- There was some technical issue with Mrs. Priti Kumari DSC
hence the form DIR-12 for her appointment was not filed, we are in the process to
do the same asap.

4. As per Regulation 47 of SEBI (LODR), 2015, the company has not published financial
results by way of an advertisement in the newspaper, during the financial year under
review.

Management Reply:- The Cmpany financial position not healthy after the COVID-
19 hence the company not doing the publications of financial results.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable
provisions thereof and Regulation 18 of the Listing Regulations of the Listing Agreement
reconstituted Audit Committee. It comprises of two non-executive Independent Director and one
Executive Director. The Chairman of the Committee is Independent Director i.e. Mr. Rajiv J.
Pandya.

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 2024-25.

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 per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, The certificate from the Auditors of the Company
confirming compliance with the conditions of Corporate Governance is annexed to the Corporate
Governance Report.

Retirement by Rotation:

In accordance with the provision of section 152(6) and the Articles of Association of Company
Ms. Kaalindi Misra (DIN : 06753008) shall retire by rotation at the ensuing Annual General
Meeting of the Company and, being eligible, offers herself for re-appointment. The Board
recommends her re-appointment. A brief profile of Director proposed to be re-appointed is given
in the notes to the Notice of the ensuing AGM.

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 2024-25, Five (05) board meetings were held on 27.05.2024, 13.08.2024,
03.09.2024, 12.11.2024 and 14.02.2025 the gap between the two boards 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.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2024-25.
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 2024-25, 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 2024-25, no cases in the nature of sexual harassment were reported at
our workplace of the company.

Evaluation of Board, its Committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the
Board carried out evaluation of its own as well as performance of that of its committees. The
Board also carried out performance evaluation of all the Individual Directors. Additionally, the
Nomination and Remuneration committee of the Board also carried out the evaluation of the
performance of the individual directors. The performance evaluation was carried out by the way
of obtaining feedback from the directors through a structured questionnaire prepared in
accordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of Individual Directors, the
Board and committees contained various different parameters.

The performance evaluation of the non-independent directors was carried out by the
Independent Directors at their separate meeting.

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following were the
Non-Executive Independent Directors of the Company as on 31st March, 2025: -

Sr. No.	Name of the Independent Director’s
1.	Mr. Rajeev J Pandya
2.	Mr. Amitkumar B. Singh
3.	Ms. Prity Kumari

Declaration by Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of
Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify
to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the
requirements of Independent directors as mentioned under Regulation 16(1)(b)of the Listing
Regulations.

Familiarisation Programme for Independent Directors:

The details of the programmers for familiarization of the Independent Directors with the
Company in respect of their roles, rights, responsibilities in the Company, nature of the industry
in which Company operates, business model of the Company and related matters are put up on
the website of the Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of
the Nomination and Remuneration Committee, has carried out an annual performance
evaluation of its own performance and that of its statutory committee''s viz. Audit Committee,
Stakeholders Relationship Committee, Nomination and Remuneration Committee the Board has
carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee.

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 regulation
17(8) of the Listing Regulation 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.

For and On the behalf of the Board
Vision Corporation Limited

Sd/- Sd/-

Aashutosh Mishra Kaalindi Misra

02019737 06753008

(Director) (Director)

Date: 05.09.2025
Place: Mumbai

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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