Your Directors take pleasure in presenting the Thirty Second (32nd)Annual Report together with the Audited Financial Statements for the financial year ended31st March 2021. The summarized financial performance for the financial year ended 31stMarch 2021 is as follows:
1. FINANCIAL PERFORMANCE
(Rs. in Lacs)
|Particulars ||Current Financial Year 2020-21 ||Previous Financial Year 2019-20 |
|Revenue from Operations ||5504.16 ||4331.79 |
|Other Income ||56.82 ||12.95 |
|Profit / (Loss) before Finance Costs Depreciation Exceptional Items and Tax Expense ||258.12 ||146.64 |
|Finance Costs ||63.96 ||105.71 |
|Profit / (Loss) before Depreciation Exceptional Items and Tax Expense ||194.16 ||40.93 |
|Depreciation & Amortization Expense ||36.01 ||35.96 |
|Profit/ (Loss) before Exceptional Items & Tax Expense ||158.14 ||4.97 |
|Exceptional Items ||0 ||0 |
|Profit / (Loss) before Tax Expense ||158.14 ||4.97 |
|Tax Expense || || |
|(1) Current Tax ||- ||- |
|(2) Deferred Tax ||25.27 ||1.30 |
|(3) Previous Year Adjustment ||102.23 ||- |
|Profit / (Loss) for the period ||30.64 ||3.67 |
|Other Comprehensive Income (Net) ||0.47 ||1.43 |
|Net Profit / (Loss) ||31.11 ||5.10 |
2. OPERATIONS AND STATE OF COMPANY AFFAIRS
Your Company navigated Financial Year 2020-2021 with a purposeful focuson business rejuvenation with new initiatives created to address the unique businesschallenges created by the pandemic. The Company's efforts on reimagining businessprocesses have helped drive an across the board improvement in performance metrics- bothfinancial and customer. Your Company first focus was on safety with regular sanitisationof workplace flexible work from home practices COVID test and health awarenessprogrammes for employees worked closely with employees and reduced complexities whicharose as a result of the lockdown and made available its products to consumers with speedand agility.
Consequently your Company has seen an overall growth in turnover fromits business during the year During the Financial year under review the Company hasachieved a turnover of Rs. 5504.16 Lacs as against the turnover of Rs. 4331.79 Lacs in theprevious year resulting an increase of 27.06% in the turnover of the Company. The Companyhas achieved a net profit of Rs. 31.11 Lacs as against the net profit of Rs. 5.10 Lacs inthe previous year. The operations of the Company are expected to be improved further inthe next financial year as your Company has added in its existing line of tradingbusiness a brand named as "DOVE BABY" of Unilever Asia Private Limited for saleand distribution of its products for babycare skin and bathing products in PAN Indiathrough selective channels the "TRISA" Brand of Switzerland based Co. Trisa AGfor distribution of its oral care & personal care products in India and the"SUAVE KIDS" Unilever Brand for kids which includes shampoo & conditionerand body wash it is specifically designed with gentle tear-free formulas made just forkids. In Food division your Company has added the products of UK brand"HELLMANN'S" which includes wide range of mayonnaises dressings andspreads. Your Company has discontinued the trading of Rostaa Brand products of dry fruitsrange.
Your Company is consistently making its efforts to add new establishedbrands and also looking forward to strengthen its operations by way of exploring thepossibilities of diversification of trading of some new profitable fields as well as planto start a manufacturing activities.
3. DIVIDEND AND RESERVES
Your Directors feel that it is prudent to plough back the profits forthe future growth of the company and do not recommend any dividend for the year ended 31stMarch 2021.
4. SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review your Company does not have anysubsidiaries or joint ventures or associate companies as defined under Companies Act2013.
5. PUBLIC DEPOSITS
During the year under review your Company has neither invited noraccepted any deposits from the public falling within the ambit of Section 73 of theCompanies Act 2013 and 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 underreview.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear 2020-21 to which the financial 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 werepassed by the regulators or the Courts or the Tribunals impacting the going concern statusand the Company's operations in future.
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control system commensurate withthe size scale and complexity of its operation. The details have been included in theManagement Discussion and Analysis which forms part of this Board's Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34 ofSEBI (LODR) Regulations 2015 read with Schedule V of the said Regulations forms part ofthis Board's Report as follows :
Overview of Industry Structure and Development
Your Company operates in the Fast-Moving Consumer Goods (FMCG) industrywhich continues to be one of the biggest long-term sustainable business opportunities thatour country offers. Despite being one of the fastest growing markets globally for FMCGproducts India's per capita FMCG consumption is still amongst the lowest in theworld giving the industry a long runway for growth.
Financial Year 2020-2021 was a highly volatile and challenging yearCOVID-19 changed almost every aspect of human lives in ways never imagined. The economictoll from the pandemic was unprecedented. Operational challenges mounted due to restrictedmovement and disrupted supply lines. As the COVID-19 cases continued to riseexponentially the economy declined sharply. Our focus was on meeting the demand ofconsumers arising out of changed behaviour and needs caring for the communities in whichwe operate preserving cash and protecting our business model. Global trade dynamicsvolatile commodity cycles and climate concerns continue to create challenges anduncertainties for companies and categories across the spectrum. New technologies arechanging the landscape of the consumer goods market bringing opportunities for brands andconsumers alike. In these times as the consumer and channel landscapes rapidly evolve wecontinue to be agile and responsive to leverage market opportunities and deftly navigatethrough the challenges. By staying close to the consumers and their needs we ensure thatour business continues to grow while having a positive impact on people and the planet.Our strategy is constantly evolving to adapt to the trends and forces shaping our markets.
Opportunities and Threats Opportunities
Your Company has the advantage of a distribution network of FMCGproducts. This can be leveraged for addition of new products so as to ensure improvedprofitability and value creation. Your Company always strive to expand its business byentering into new products increasing the distribution footprint to fulfil the risingdemand of the rural segment and the sell out by effective marketing techniques/ activitiesin the fast changing scenario.
High inflation bargaining power of supplier & buyers threat ofsubstitutes new import policy currency volatility regulatory risks slowdown incategory growth rates and the competitive brand rivalry threat of new players COVID -19are the major concerns.
Segment wise or Product wise performance
The Company mainly operates in a Trading Segment having strongdistribution network which deals in two product lines- One is Mother and Babycare productswhich includes wide range of infant care products skincare products for babies & newmothers oral & personal care products and also includes strollers baby carriagesPack & Play Swing etc. The Second Line of business is trading of Indian &Imported food products which include Thai food sauces instant noodles mayonnaisesdressings and spreads etc.
Given the unrelenting spread of the second wave of pandemic and thelarge-scale impact on the lives of the people the near-term outlook for the Indianeconomy is uncertain impacting the growth prospects. There are many unknowns today andhence the near term outlook is extremely uncertain. The immediate focus remains on safetyof people protecting supply lines serving demand and optimizing cost and cash. Despitethe near-term ambiguity the Company remains confident of the medium to long-term growthprospects considering the various categories of products of your Company deals in.Although the current situation is much more uncertain than normal the Company isconfident about its ability to manage the immediate crisis and come out of itsuccessfully.
Risks and Concerns
Following are the areas of concern and risk for the Company:
1. Global and Macro-economic factors.
2. Any unexpected changes in regulatory framework;
3. High interest rates;
4. Unfavourable exchange rate fluctuations;
5. Rise in counterfeits and look alikes;
The Company has a Risk Management Committee to identify the major risksand suggest action required to mitigate the same to the extent controllable.
Internal Control Systems and their adequacy
The Company maintains a system of Internal Control including suitablemonitoring procedures. The Internal Control System is supplemented by an exhaustiveprogramme of internal audits and the reports of the said audits are then reviewed by AuditCommittee from time to time.
Discussion of Financial Performance with respect to operationalperformance
The Company has reported a net profit of Rs. 31.11 Lacs during the yearunder review as against the net profit of Rs. 5.10 Lacs in the previous year. The Companyis looking for an opportunity for future growth prospects.
Development in HR
Your Company has laid emphasis on improving the skills of its humanresources towards achieving better performance & improving quality. Your Company hasalways emphasized on the principle that Human Resources are the best Assets forOrganization. The entire organisation worked as a single cohesive unit coming out withsome highly innovative ideas to support our customers and consumers to ensure businesscontinuity and minimise the impact of the pandemic on our business. The hard workcommitment and invaluable contributions of our extraordinary employees helped us weatherthe COVID storm and emerge stronger. They are our true Lockdown Heroes! During the yearour focus was on the physical safety and mental well-being of our colleagues as we dealtwith the emerging challenges while finding flexible and safe ways of working. Thus wekeep on investing in them through modern trainings and meetings. The Company had 111employees on its payroll as on 31st March 2021.
Disclosure of Accounting Treatment
The accounting treatment given in preparation of financial statementsrepresents true and fair view of the state of company affairs. It is in compliance withthe Accounting Standards issued by the Institute of Chartered Accountants of India. Nodifferent treatment has been followed other than prescribed in the Accounting Standards.
Certain statement in the "Management Discussion and Analysis"section may be forward looking and are stated as required by applicable laws andregulations. Unforeseen factors may affect the actual result which could be differentfrom what the Management envisage 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 ArhantJain is the whole time director designated as Director (Marketing) Mr. Udit Jain is anAdditional Director of the Company Mr. Shyam Sunder Lal Gupta Mr. Govind Prasad Agrawaland Mrs. Neera Bhargava are the Non- Executive Independent Directors of the Company.
Directors retiring by rotation
In accordance with the provisions of the Companies Act 2013 Mr. SatishJain (Chairman & Managing Director) shall retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer himself for re-appointment. TheCompany has received a declaration in terms of section 164(2) of the Companies Act 2013from Mr. Satish Jain to the effect that they are not disqualified from being re-appointed.The Board recommends their re-appointment to the members of the Company in the ensuingAnnual General Meeting.
Appointment/ Reappointment of Director
The Nomination & Remuneration Committee (NRC) and the Board ofDirectors have in their respective meetings held on 18.06.2021 approved the appointmentof Mr. Udit Jain as an Additional Director of the Company w.e.f 01st July 2021to holds office up to the date of this Annual General Meeting. And at such meeting theNRC and Board of Directors subject to the approvals of Members and such other approvals asmay be necessary approved the appointment of Mr. Udit Jain as a Whole Time Directordesignated as an "Executive Director" of the Company for a period of three yearsw.e.f. 01.07.2021 to 30.06.2024. In this respect an ordinary resolution forming part ofthe notice calling 32nd AGM has been proposed to be passed at the AGM.
The present term of appointment of Mr. Satish Jain is up to 30lhJune 2022 as Chairman & Managing Director of the Company. The Nomination andRemuneration Committee and the Board of Directors have subject to the approval of themembers vide special resolution at the ensuing Annual General Meeting and such otherapprovals as may be necessary approved the reappointment and remuneration (before theexpiry of current tenure) of Mr. Satish Jain as Chairman & Managing Director of theCompany for a term of three years from 01st October 2021 to 30th September 2024. In thisrespect a special resolution forming part of the notice calling 32nd AGM hasbeen proposed to be passed at the AGM.
The present term of appointment of Mr. Arhant Jain is up to 30th June2022 as Whole Time Director designated as Director (Marketing) of the Company. TheNomination and Remuneration Committee and the Board of Directors have subject to theapproval of the members vide ordinary resolution at the ensuing Annual General Meeting andsuch other approvals as may be necessary approved the reappointment and remuneration(before the expiry of current tenure) of Mr. Arhant Jain as Director (Marketing) of theCompany for a term of three years from 01st October 2021 to 30th September2024. In this respect an ordinary resolution forming part of the notice calling 32ndAGM has been proposed to be passed at the AGM.
Statement on declaration given by Independent Directors
The Company has received declarations from all the IndependentDirectors under section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and Regulation 16& 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.Meeting of the Independent Directors excluding all other Directors of the Company isrequired to hold once a year under rule 8 of Schedule IV to the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations 2015. During the year under review one separatemeeting of Independent Directors was held on 27.03.2021.
Key Managerial Personnel (KMP)
The Key Managerial Personnel (KMP) namely Mr. Satish Jain Chairmanand Managing Director Mr. Raj Kumar Sehgal GM (Legal) and Company Secretary and Mr.Kamlesh Jain Chief Financial Officer continues to hold office during the year underreview.
Familiarization of Independent Directors
All the Independent Director have been familiarized with theorganization structure our business module board procedures and management strategiesparticularly in the Independent Directors meeting. For any new Independent Director asand when inducted on the Board they are introduced to our Company's culture throughappropriate orientation session and they are also introduced to our organizationstructure our business constitution board procedures our major risk and managementstrategy.The details of such familiarization programs are also available on the website ofthe Company i.e. www.ramavisionltd.com.
12. NUMBER OF MEETINGS OF THE BOARD & COMMITTEE
During the year under review five (5) Board Meetings were held on 08thMay 2020 27th June 2020 14th August 2020 09th November 2020and 09th February 2021. The maximum interval between any two Board meetingsdid not exceed 120 days. In accordance with the requirement from time to time otherCommittee meetings were held. The attendance of the Directors who attended the BoardMeetings and Committees thereof have been included in the Corporate Governance Report thatforms part of this Annual Report.
13. AUDIT COMMITTEE
The Audit Committee comprises of three Non-Executive IndependentDirectors namely Mr. Shyam Sunder Lal Gupta Chairman; Mr. Govind Prasad Agrawal Memberand Mrs. Neera Bhargava Member. All the recommendations made by the Audit Committee wereaccepted by the Board.
14. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and on recommendation ofNomination and Remuneration Committee the Board has carried out an annual performanceevaluation of its own performance and of the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The performance evaluation of the Independent Directors was carried out by theBoard based on the Directors' participations in the discussion and in variousdeliberations and the Board expressed its satisfaction on the same. The parameters ofperformance evaluation were circulated to the Directors in the form of questionnaires.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board has formulated a vigil mechanism for the directors andemployees to report genuine concerns and such mechanism shall provide adequate safeguardsagainst victimization of persons who use such mechanism and made provision for directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases.During the year the company has not received any complaint through such mechanism. Acopyof the said policy is available on the website of the Company at www.ramavisionltd.comunder the head Policies.
16. NOMINATION AND REMUNERATION POLICY
The Policy of the Company on Director's appointment and remunerationspecifying criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub section (3) of section 178 of the CompaniesAct 2013 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 InsiderTrading) Regulations 2015 your Company has formulated and adopted "Code of Conductfor Regulating & Reporting Trading by Insiders and For Fair Disclosure 2015".The said Code of Conduct is uploaded on the website of the Company atwww.ramavisionltd.com.
18. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the CompaniesAct 2013 to the best of knowledge and belief and according to the information andexplanations obtained your Directors make the following statements that :
a. in the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;
b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at 31stMarch 2021 and of the profit and loss of your Company for year ended on that date;
c. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. the Directors have prepared the annual accounts for the financialyear ended 31s1 March 2021 on a going concern basis;
e. the Directors in the case of a listed company have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and
f. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
No Loans Guarantees and Investments covered under Section 185 &186 of the Companies Act 2013 has been given by the company.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTYTRANSACTION
With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under Section 188(1) of the Act enteredinto by the Company during the Financial Year were in the ordinary course of business andon arm's length basis. The details of the related party transactions as requiredunder Accounting Standard are set out in Note 31 to the financial statements forming partof this Annual Report. During the year under review there were no material contracts orarrangements with the related parties refer to in Section 188 of the Companies Act 2013.However the particulars of contracts or arrangements with related party in the formAOC-2is annexed as Annexure 'A'. As per the Listing Regulations all related party transactionsare placed 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 seniorexecutives which has the responsibility to identify the risk and suggest to themanagement the mitigation plan for the identified risks. The detail of risks and otherconcerns are included in the Management Discussion and Analysis which is the part of thisBoard's Report.
22. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provision of Section 135 of the Companies Act 2013Corporate Social Responsibility Policy is not applicable to your Company.Accordingly theCSR Committee was not constituted.
23. EXTRACT OF THE ANNUAL RETURN
A copy of the Annual Return is disclosed on the website of the Companyat wwwramavisionltd.com and its web link ishttps://www.ramavisionltd.com/annual-return-2020-21/.
Statutory Auditors: Pursuant to the provisions of Section 139 of theCompanies Act 2013 M/s. Suresh Kumar Mittal & Co. Chartered Accountants (FirmRegistration No. 500063N) were appointed as Statutory Auditors of the Company for a termof five consecutive years to hold office from the conclusion of the 28lhAnnual General Meeting held on 25th September 2017 until the conclusion of 33rdAnnual General Meeting of the Company subject to annual ratification by members at everyAnnual General Meeting on such remuneration as may be decided by the Board of Directorsof the Company and the Auditors. As per the Companies (Amendment) Act 2017 the saidrequirement of ratification has been dispensed with. Accordingly M/s Suresh Kumar Mittal& Co. Chartered Accountants will continue to hold office till the conclusion of 33rdAGM.
Cost Audit: Pursuant to the provisions of Section 148 of the CompaniesAct 2013 and rules framed thereunder regarding appointment of Cost Auditor andmaintaining the Cost Audit record the same are not applicable to your Company.
Secretarial Auditors: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of Directors has appointed Ms. Ashu Gupta Proprietor ofM/s Ashu Gupta & Co. Practising Company Secretaries as Secretarial Auditor of theCompany to conduct the Secretarial Audit for the Financial Yfear ended 31stMarch 2021. The Secretarial Audit Report is annexed as Annexure 'B'.
25. AUDITOR'S REPORT
M/s. Suresh Kumar Mittal & Co. Chartered Accountants havesubmitted their Report on the Financial Statements of the Company for the FY 2020-21which forms part of the Annual Report 2020-21. There are no observations (including anyqualification reservation adverse remark or disclaimer) of the Auditors in their AuditReports so need not require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on 31stMarch 2021 issued by Secretarial Auditor does not contain any qualification reservationadverse remark or disclaimer so need not require any explanation or comment. During theyear under review the Auditors of the Company have not reported any frauds to the AuditCommittee or to the Board of Directors under Section 143(12) of the Companies Act 2013including rules made thereunder.
26. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO A statement giving details of conservation of energy technologyabsorption foreign exchange earnings and out-go in accordance with the requirement ofthe Section 134(3)(m) of the Companies Act 2013 read with rule 8 of theCompanies(Account) Rules 2014 forms part of this Board's Report and is annexed asAnnexure - 'C'.
27. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of the CompaniesAct 2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 'D'.
28. CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosureswith respect to the report of Corporate Governance as required under Regulation 34 readwith Schedule V of SEBI (Listing Obligations and Disclosure Requirements) 2015.
As a listed company necessary measures are taken to comply with therequirements of regulations of SEBI (LODR) Regulations 2015. A report on CorporateGovernance as stated above along with a certificate of compliance from the StatutoryAuditors M/s Suresh Kumar Mittal & Co. Chartered Accountants forms part of thisBoard's Report and is annexed as Annexure - 'E'.
29. COMPLIANCES WITH SECRETARIAL STANDARDS
The Secretarial Standards issued by the Institute of CompanySecretaries 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 andhas adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Rules 2013 and rules thereunder for preventionand redressal of complaints of sexual harassment at workplace. There have been nocomplaints of sexual harassment received during the year.
Your Directors would like to gratefully acknowledge and place on recordtheir sincere appreciation for the cooperation and assistance received from itsstakeholders valued customers suppliers distributors banks government authorities andstock exchange. The Directors also wish to place on record their sincere appreciation ofthe devoted and dedicated services rendered by all Executives and Staff Members of theCompany