Your Directors take pleasure in presenting the Thirtieth (30th)Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March 2019. Thesummarized financial performance for the financial year ended 31st March 2019 is asfollows:
1. FINANCIAL PERFORMANCE
(Rs. in Lacs)
|Particulars ||Current Year 2018-19 ||Previous Year 2017-18 |
|Revenue from Operations ||3534.42 ||2945.46 |
|Other Income ||4.75 ||3.43 |
|Profit / (Loss) before Finance Costs Depreciation Exceptional Items and Tax Expense ||153.53 ||46.64 |
|Finance Costs ||104.86 ||74.36 |
|Profit / (Loss) before Depreciation Exceptional Items and Tax Expense ||48.67 ||(27.72) |
|Depreciation & Amortization Expense ||37.44 ||38.42 |
|Profit/ (Loss) before Exceptional Items & Tax Expense ||11.23 ||(66.14) |
|Exceptional Items ||- ||56.63 |
|Profit / (Loss) before Tax Expense ||11.23 ||(9.51) |
|Tax Expense || || |
|(1) Current Tax ||- ||- |
|(2) Deferred Tax ||3.59 ||(3.00) |
|(3) Previous Year Adjustment ||0.34 ||- |
|Profit / (Loss) for the period ||7.30 ||(6.51) |
|Other Comprehensive Income (Net) ||6.21 ||2.16 |
|Net Profit / (Loss) ||13.51 ||(4.35) |
2. OPERATIONS AND STATE OF COMPANY AFFAIRS
Your Company has seen an overall growth in turnover from its business during the year.During Current Financial Year the Company has achieved a turnover of Rs. 3534.42 Lacs asagainst the turnover of Rs. 2945.46 Lacs in the previous year resulting an increase of20% in the turnover of the Company. The Company has achieved a net profit of Rs. 13.51Lacs as against the net loss of Rs. 4.35 Lacs in the previous year.
The operations of the Company are expected to be improved further in the next financialyear as your Company has added in its existing line of trading business the products ofMustela which is an established Skin Care Brand of France especially formulated for babiesand mother's. Your Company has also re-started dealing in trading of Nongshim's noodlesrenowned brand of South Korea and has also added trading of ready to eat/ instant soupsunder brand named as "Lady Anna" from the manufacturer M/s. Jims' Group Co.Ltd.Thailand in its food division.
Your Company is continuously making efforts to add new brands in the existing use ofbusiness and to improve its distribution network for increasing penetration of itsproducts in retail outlets of all major cities which will ultimately increase itsprofitability.
3. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended 31 st March2019 and no amount has been transferred to General Reserve during the year.
4. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review your Company does not have any subsidiaries or jointventures or associate companies as defined under Companies Act 2013.
5. PUBLIC DEPOSITS
During the year under review your Company has neither invited nor accepted anydeposits from the public falling within the ambit of Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014.
6. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of business during the year under review.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year 2018-19 to which thefinancial statements relate and the date of this report.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS
During the year under review no significant / material orders were passed by theregulators or the Courts or the Tribunals impacting the going concern status and theCompany's operations in future.
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control system commensurate with the size scaleand complexity of its operation. The details have been included in the ManagementDiscussion and Analysis which forms part of this Board's Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34 of SEBI (LODR)Regulations 2015 read with Schedule V of the said Regulations forms part of this Board'sReport as follows :
Overview of Industry Structure and Development
The FMCG sector is one of the largest sector in the Indian economy. During the periodunder review this sector has regained after a temporary slowdown due to demonization andimplementation of GST. The consumer demands which had been reduced with implementation ofGST due to higher rates has now started with a growth sign due to reduced GST rates. Theprices of many products got down thereby benefitting the consumers resulting in theincrease in demand and thereby increasing the revenue for the industry. The FMCG productswill have a satisfactorily growth with the rising income level of Indian populace. Theconsumption of health and personal care products in FMCG sector has increased in therecent past with rise in disposable income especially among the early stages group inIndia.
Further growing awareness easy access and changing life style have been the key growthdrivers for this sector. In India the number of online users are increasing day by day.This along with retail market and growth in modern trade it is expected it will furtherboost the revenue for this sector viz a viz to our Company.
Accordingly the Company expects a good growth in the sale of products of Mother &Baby care skin care and food products which falls under FMCG.
Opportunities and Threats
Your Company has to go through different stages from conceptualization of the productto its launch in the market. It doesn't end there. The Company will always like to expandits business by entering into new products increasing the distribution footprint and thesell out by effective marketing techniques/activities in the fast changing scenario.
High inflation currency volatility slowdown in category growth rates and thecompetition are the major concerns.
Segment wise or Product wise performance
The Company is presently dealing mainly in two products lines. One is Mother & Babycare Products including skin care products and also deals in baby carriages and strolleretc. The second line of business is trading of imported food proucts.In both the productline Company is striving to increase its turnover.
There are abundant opportunities available in the Indian market where your Companythrough its strong distribution network can deliver its products in the market. Being afastest growing Indian economy in the world India continues to be a leader for thecurrent financial year i.e. 2019-20. The trend in demand of consumer products is stableand government is also initiating by way of increase in minimum sale price healthinsurance and minimising the channel between the farmer and consumer. Consequently it islikely that overall consumer demand will grow sharpy in the medium to long run because ofrising income aspiration and changing life styles.
The Company has a strong distribution network & product line and accordinglyinvesting in various reputed imported brands in food and personal care products.
Risks and Concerns
Following are the areas of concern and risk for the Company :
1. Any unexpected changes in regulatory framework;
2. High interest rates;
3. Unfavourable exchange rate fluctuations;
4. Rise in counterfeits and lookalikes;
The Company has a Risk Management Committee to identify the major risks and suggestaction required to mitigate the same to the extent controllable.
Internal Control Systems and their adequacy
The Company maintains a system of Internal Control including suitable monitoringprocedures. The Internal Control System is supplemented by an exhaustive programme ofinternal audits and said audits are then reviewed by Audit Committee from time to time.
Discussion of Financial Performance with respect to operational performance
The Company has reported a net profit of Rs. 13.51 Lacs during the year under review asagainst the net loss of Rs. 4.35 Lacs in the previous year. The Company is looking for anopportunity for future growth prospects.
Development in HR
Your Company has laid emphasis on improving the skills of its human resources towardsachieving better performance & improving quality. Your Company has always emphasizedon the principle that Human Resources are the best Assets for Organization. Thus we keepon investing in them through modern trainings and seminars. The Company had 100 employeeson its payroll as on 31 st March 2019.
Disclosure of Accounting Treatment
The accounting treatment given in preparation of financial statements represents trueand fair view of the state of company affairs. It is in compliance with the AccountingStandards issued by the Institute of Chartered Accountants of India. No differenttreatment has been followed other than prescribed in the Accounting Standards.
Certain statement in the "Management Discussion and Analysis" section may beforward looking and are stated as required by applicable laws and regulations. Unforeseenfactors may affect the actual result which could be different from what the Managementenvisage in terms of future performance and outlook.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Status of Directors
Mr. Satish Jain is the Chairman & Managing Director Mr. Arhant Jain is the wholetime director designated as Director (Marketing) of the Company. Mr. Shyam Sunder LalGupta Mr. Govind Prasad Agrawal and Mrs. Neera Bhargava are the Non- ExecutiveIndependent Directors of the Company.
Reappointment of Non-Executive Independent Director
Mr. Shyam Sunder Lal Gupta & Mr. Govind Prasad Agrawal both were appointed asNon-Executive Independent Director at the 25th Annual General Meeting of the Company heldon 30th September 2014 for a period of five years i.e upto 29 th September 2019. AndMrs. Neera Bhargava was appointed as Non-Executive Independent Director at the 26th AnnualGeneral Meeting of the Company held on 30th September 2015 for a period of five yearsi.e upto 12th February 2020. Based on the recommendation of the Nomination andRemuneration Committee their re-appointment for a second term of five years is proposedat the ensuing AGM for the approval of the Members by way of special resolution.
Directors retiring by rotation
In accordance with the provisions of the Companies Act 2013 Mr. Satish Jain Chairman& Managing Director shall retire by rotation at the ensuing Annual General Meeting ofthe Company and being eligible offer himself for reappointment. The Company has received adeclaration in terms of section 164(2) of the Companies Act 2013 from Mr. Satish Jain tothe effect that he is not disqualified from being re-appointed as a Director of theCompany. The Board recommends his re-appointment to the members of the Company in theensuing Annual General Meeting.
Statement on declaration given by Independent Directors
The Company has received declarations from all the Independent Directors under section149(7) of the Companies Act 2013 that they meet the criteria of independence laid down insection 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. One meeting of the Independent Directorsexcluding all other Directors of the Company was held as required under rule 8 of ScheduleIV to the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015 whereinthey reviewed the performance of the Executive Directors of the Company Chairperson ofthe Company and assessed the quality quantity and timelines of flow of information.
Key Managerial Personnel (KMP)
The Key Managerial Personnel (KMP) namely Mr. Satish Jain Chairman and ManagingDirector Mr. Raj Kumar Sehgal GM (Legal) and Company Secretary and Mr. Kamlesh JainChief Financial Officer continues to hold office during the year under review.
Familiarization of Independent Directors
All the Independent Director have been familiarized with the organization structureour business module board procedures and management strategies particularly in theIndependent Directors meeting. For any new Independent Director as and when inducted onthe Board they are introduced to our Company's culture through appropriate orientationsession and they are also introduced to our organization structure our businessconstitution board procedures our major risk and management strategy. The details ofsuch familiarization programs are also available on the website of the Company i.e.www.ramavisionltd.com.
12. NUMBER OF MEETINGS OF THE BOARD & COMMITTEE
During the year under review four (4) Board Meetings were held on 28 th May 2018 09th August 2018 14 th November 2018 and 13 th February 2019. The maximum intervalbetween any two Board meetings did not exceed 120 days. In accordance with the requirementfrom time to time other Committee meetings were held and one separate meeting ofIndependent Directors was also held on 26 th March 2019. The attendance of the Directorswho attended the Board Meetings and Committees thereof have been included in the CorporateGovernance Report that forms part of this Annual Report.
13. AUDIT COMMITTEE
The Audit Committee comprises of three Independent Non-Executive Directors namely Mr.Shyam Sunder Lal Gupta Chairman; Mr. Govind Prasad Agrawal Member and Mrs. NeeraBhargava Member. All the recommendations made by the Audit Committee were accepted by theBoard.
14. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance and of the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors and appreciated the timely information flowwhich enables the Board & Committees of the Board to have full understanding of therules & regulations to be abided under the Companies Act 2013 and the CorporateGovernance of SEBI (LODR) Regulations 2015. The performance evaluation of the IndependentDirectors was carried out by the Board based on the Directors' participations in thediscussion and in various deliberations and the Board expressed its satisfaction on thesame. The parameters of performance evaluation were circulated to the Directors in theform of questionnaires.
A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairman of the Company was also carried outby the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board has formulated a vigil mechanism for the directors and employees to reportgenuine concerns and such mechanism shall provide adequate safeguards againstvictimization of persons who use such mechanism and made provision for direct access tothe chairperson of the Audit Committee in appropriate or exceptional cases. During theyear the company has not received any complaint through such mechanism. A copy of thesaid policy is available on the website of the Company at www.ramavisionltd.com under thehead Policies.
16. NOMINATION AND REMUNERATION POLICY
The Policy of the Company on Director's appointment and remuneration specifyingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub section (3) of section 178 of the Companies Act2013 adopted by the Board is available on the website of the Company atwww.ramavisionltd.com under the head Policies.
17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 your Company has formulated and adopted "Code of Conduct for Regulating &Reporting Trading by Insiders and For Fair Disclosure 2015". The said Code ofConduct is uploaded on the website of the Company at www.ramavisionltd.com.
18. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 tothe best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statements that :
a. in the preparation of the annual accounts for the financial year ended 31 st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31 st March 2019 and of theprofit and loss of your Company for year ended on that date;
c. the Directors have taken proper and sufficient care for the 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. the Directors have prepared the annual accounts for the financial year ended 31 stMarch 2019 on a going concern basis;
e. the Directors in the case of a listed company have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
No Loans Guarantees and Investments covered under Section 185 & 186 of theCompanies Act 2013 has been given by the company.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY TRANSACTION
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered into by theCompany during the Financial Year were in the ordinary course of business and on arm'slength basis. The details of the related party transactions as required under AccountingStandard are set out in Note 31 to the financial statements forming part of this AnnualReport. During the year under review there were no material contracts or arrangementswith the related parties refer to in Section 188 of the Companies Act 2013. However theparticulars of contracts or arrangements with related party in the formAOC-2 is annexed asAnnexure 'A'. As per the Listing Regulations all related party transactions areplaced before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of foreseen and repetitive nature. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis. The Policy on Related Party Transactions can be assessed atthe Company's website at www.ramavisionltd.com.
21. RISK MANAGEMENT
The Company has a Risk Management Committee comprising of senior executives which hasthe responsibility to identify the risk and suggest to the management the mitigation planfor the identified risks. The detail of risks and other concerns are included in theManagement Discussion and Analysis which is the part of this Board's Report.
22. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provision of Section 135 of the Companies Act 2013 Corporate SocialResponsibility Policy is not applicable to your Company.Accordingly the CSR Committee wasnot constituted.
23. EXTRACT OF THE ANNUAL RETURN
A copy of the Annual Return is disclosed on the website of the Company atwww.ramavisionltd.com and its web link ishttp://www.ramavisionltd.com/annual-return-2018-19.
Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act2013 M/s. Suresh Kumar Mittal & Co. Chartered Accountants (Firm Registration No.500063N) were appointed as Statutory Auditors of the Company for
a term of five consecutive years to hold office from the conclusion of the 28 thAnnual General Meeting held on 25 th September 2017 until the conclusion of 33 rd AnnualGeneral Meeting of the Company subject to annual ratification by members at every AnnualGeneral Meeting on such remuneration as may be decided by the Board of Directors of theCompany and the Auditors. As per the Companies (Amendment) Act 2017 the said requirementof ratification has been dispensed with. Accordingly M/s Suresh Kumar Mittal & Co.Chartered Accountants will continue to hold office till the conclusion of 33 rd AGM.
Cost Audit: Pursuant to the provisions of Section 148 of the Companies Act 2013and rules framed thereunder regarding appointment of Cost Auditor and maintaining the CostAudit record the same are not applicable to your Company.
Secretarial Auditors: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors has appointed Ms. Ashu Gupta Proprietor of M/s Ashu Gupta& Co. Practising Company Secretaries as Secretarial Auditor of the Company to conductthe Secretarial Audit for the Financial Year ended 31 st March 2019. The SecretarialAudit Report is annexed as Annexure 'B'.
25. AUDITOR'S REPORT
M/s. Suresh Kumar Mittal & Co. Chartered Accountants have submitted their Reporton the Financial Statements of the Company for the FY 2018-19 which forms part of theAnnual Report 2018-19. There are no observations (including any qualificationreservation adverse remark or disclaimer) of the Auditors in their Audit Reports so neednot require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on 31 st March 2019 issuedby Secretarial Auditor does not contain any qualification reservation adverse remark ordisclaimer so need not require any explanation or comment.
During the year under review the Auditors of the Company have not reported any fraudsto the Audit Committee or to the Board of Directors under Section 143(12) of the CompaniesAct 2013 including rules made thereunder.
26. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with rule 8 of the Companies(Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure - 'C'.
27. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure 'D'.
28. CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures with respect to thereport of Corporate Governance as required under Regulation 34 read with Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) 2015.
As a listed company necessary measures are taken to comply with the requirements ofregulations of SEBI (LODR) Regulations 2015. A report on Corporate Governance as statedabove along with a certificate of compliance from the Statutory Auditors M/s SureshKumar Mittal & Co. Chartered Accountants forms part of this Board's Report and isannexed as Annexure - 'E'.
29. COMPLIANCES WITH SECRETARIAL STANDARDS
The Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI) have been duly complied with by the Company.
30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Rules 2013 and rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. There have been no complaints of sexualharassment received during the year.
Your Directors would like to gratefully acknowledge and place on record their sincereappreciation for the cooperation and assistance received from its stakeholders valuedcustomers suppliers distributors banks government authorities and stock exchange. TheDirectors also wish to place on record their sincere appreciation of the devoted anddedicated services rendered by all Executives and Staff Members of the Company.
| ||For and on behalf of the Board |
| ||For RAMA VISION LIMITED |
| ||Sd/- |
| ||SATISH JAIN |
|Place : New Delhi ||(CHAIRMAN & MANAGING DIRECTOR) |
|Dated : 05.08.2019 ||DIN: 00052215 |