Market News
Sep. 04, 2023 TSE Cancellation of Designation of Securities Under Supervision (Confirmation) and Designation of Security on Alert: VISIONARYHOLDINGS CO.,LTD.
TSE has cancelled the designation of the below issue as a Security Under Supervision (Confirmation) and designated it as a Security on Alert as follows.
* The designation of Security on Alert is based on the results of the examination by Japan Exchange Regulation.
| １．Issue Name | VISIONARYHOLDINGS CO.,LTD. stock (Code: 9263, Market Segment: Standard Market) |
| ２．Date of Cancellation of Designation of Securities Under Supervision (Confirmation) | Aug. 31, 2023(Thu.) |
| Provision | Securities Listing Regulations, Rule 601, Paragraph 1, Item (7) (due to the submission of the securities report) |
| ３．Date of Designation of Security on Alert |
Aug. 31, 2023(Thu.) |
| Provision | Securities Listing Regulations, Rule 503, Paragraph 1, Item (2) b (due to falling under a case where opinions are not expressed in audit reports or review reports attached to the listed company's financial statements or quarterly securities reports and TSE deems that the improvement of the internal management system of said listed company is highly necessary) |
| ４．Reason | < Cancellation of Designation of Securities Under Supervision (Confirmation) > TSE designated the stock of VISIONARYHOLDINGS CO.,LTD. (hereinafter "the Company") as Securities Under Supervision (Confirmation), because the Company had disclosed on Jul. 27, 2023 that the securities report would not be submitted by the statutory submission deadline (Jul. 31, 2023). On Aug. 30, 2023, TSE confirmed the submission of the securities report by the Company. As such, the designation of Securities Under Supervision (Confirmation) will be cancelled for the Company's stock as of Aug. 31, 2023. < Designation of Security on Alert > The Company disclosed an investigation report of the third-party committee on May 31, 2023, submitted its quarterly securities report for the third quarter of the fiscal year ended Apr. 2023 (hereinafter the "third quarterly report") on Jun. 13, 2023, disclosed an investigation report of the liability investigation committee on Jul. 26, 2023, and on Aug. 30, 2023, submitted its annual securities report for the fiscal year ended Apr. 2023 (hereinafter the "annual securities report"). These disclosures, submissions, and other information revealed the following facts: ・The Company group has suspicions that a number of persons, including the person who resigned as representative director and president of the Company on Mar. 7, 2023 (hereinafter the "former president"), conspired to disable internal controls and conducted acts that could be considered as prioritizing their own interests over a long period of time. However, the Company has not been able to fully clarify the whole picture of these suspicions. ・The investigation report of the third-party committee has indicated that the former president and others involved apparently controlled decision-making bodies, and that as they did not adequately respond to requests for information including accounting data regarding companies that the investigation report assumed suitable to be treated as subsidiaries of the Company (hereinafter the "companies in question"), the Company has yet to obtain information, evidence, and other data necessary to determine whether more than 20 companies in question should be included in the scope of consolidation of subsidiaries, among other things. ・There has been a large volume of outsourcing and other transactions between the Company and the companies in question over many years, and this amount exceeds JPY 1.1 billion for the consolidated fiscal year ended Apr. 2023. However, the Company has yet to obtain information and evidence necessary to judge, for instance, whether there are any undiscovered false representations included in the amounts of these outsourcing fees. ・Under these circumstances, disclaimer of opinions were expressed in the quarterly review report attached to the quarterly consolidated financial statements for the third quarterly report as well as in the audit report attached to the consolidated statements for the annual securities report. It was deemed that the following points contributed to the occurrence of the aforementioned circumstances: ・The Company group did not have a system in place enabling it to substantively verify the validity and appropriateness of transactions with the companies in question, as the former president of the Company and others involved were in charge of the procedures. In addition, some documents pertaining to internal approval or payment processes for when contracts were concluded and quotation documents related to each business operation were not properly stored, meaning the Company was unable to properly verify the validity, appropriateness, or other details of the transactions after the fact. ・Multiple former directors and a former standing audit and supervisory committee member of the Company failed to sufficiently fulfill their supervisory and audit responsibilities toward the former president and those involved, as shown by the fact that, for instance, despite being aware or in a position to be aware of the suspicions that the former president and others involved conspired to disable internal control and conducted acts that could be considered as prioritizing their own interests, they failed to raise the issue at meetings including board of directors' meetings or to appropriately check the facts further. ・The Company was supposed to regularly hold meetings of the compliance committee, whose chair was the former president, to discuss important compliance issues and work to entrench the compliance system. However, these activities were not sufficiently carried out, and the situation remained the same even after outside directors pointed it out. ・There were deficiencies in the operation of board of directors' meetings, for example, issues not being discussed at or reported to the board in accordance with the rules. ・As the Company underestimated the importance of the legal, accounting, and internal audit departments, these units were weakly positioned in the organization. In particular, the Company did not assign a person dedicated to the internal audit department, and the scope of outsourced internal audit operations was limited. As a result, there was no system to properly conduct internal audits. TSE deems that this is a case where opinions were not expressed in audit reports or review reports attached to the listed company's financial statements or quarterly securities reports, which are prerequisite for investors to make appropriate investment decisions, and that improvements in the Company's internal management system, etc. are therefore highly necessary. Therefore, TSE designates its stock as a Security on Alert. |
Current Designations of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
Current Designations of Securities on Alert
Designation History of Designation of Securities on Alert
Designation History of Securities Under Supervision & Securities to Be Delisted
Current Designations of Securities on Alert
Designation History of Designation of Securities on Alert
DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.
Enquiry
Tokyo Stock Exchange, Inc. Listing Department, Corporate Disclosure Office, Planning & Coordination, Listed Company Services
TEL:+81-3-3666-0141(Switchboard)