Your Directors take pleasure in presenting the Thirty First (31st) Annual Reporttogether with the Audited Financial Statements for the financial year ended 31st March2020. The summarized financial performance for the financial year ended 31st March 2020is as follows:
1. FINANCIAL PERFORMANCE
(Rs. in Lacs)
|Particulars ||Current Year 2019-20 ||Previous Year 2018-19 |
|Revenue from Operations ||4331.79 ||3534.42 |
|Other Income ||12.95 ||4.75 |
|Profit / (Loss) before Finance Costs Depreciation Exceptional Items and Tax Expense ||146.64 ||153.53 |
|Finance Costs ||105.71 ||104.86 |
|Profit / (Loss) before Depreciation Exceptional Items and Tax Expense ||40.93 ||48.67 |
|Depreciation & Amortization Expense ||35.96 ||37.44 |
|Profit/ (Loss) before Exceptional Items & Tax Expense ||4.97 ||11.23 |
|Exceptional Items ||- ||- |
|Profit / (Loss) before Tax Expense ||4.97 ||11.23 |
|Tax Expense || || |
|(1) Current Tax ||- ||- |
|(2) Deferred Tax ||1.30 ||3.59 |
|(3) Previous Year Adjustment ||- ||0.34 |
|Profit / (Loss) for the period ||3.67 ||7.30 |
|Other Comprehensive Income (Net) ||1.43 ||6.21 |
|Net Profit / (Loss) ||5.10 ||13.51 |
2. OPERATIONS AND STATE OF COMPANY AFFAIRS
Financial Year 2019-20 has been a challenging year with weakening macro-economicconditions slowing market growths in FMCG sector the COVID-19 outbreak and containmentmeasures towards the end of the financial year. Against this challenging backdrop yourCompany has delivered an operational growth.
Your Company has seen an overall growth in turnover from its business during the yearDuring the Financial year under review the Company has achieved a turnover of Rs. 4331.79Lacs as against the turnover of Rs. 3534.42 Lacs in the previous year resulting anincrease of 22.56% in the turnover of the Company. The Company has achieved a net profitof Rs. 5.10 Lacs as against the net profit of Rs. 13.51 Lacs in the previous year. Thereason for the lower profit is cut throat competition & increase in dollar rate. Theoperations of the Company are expected to be improved further in the next financial yearas your Company has added in its existing line of trading business the products of brand"Mothercare" which is an established UK brand catering to the needs ofmothers-to-be babies and children with safe and innovative products for distribution inNorth India and East Region of India. During the year under review your Company haddiscontinued the trading and distribution of the product Palmer's a skin care product ofUSA. However in Food division of the Company your Company has added the products ofbrand "Rostaa" which includes wide range of dry fruits nuts and berries etc.for distribution in North India. And recently in the year 2020 -21 Your Company startdealing in Oats and Lexus range of Munchy's brand for PAN India.
Your Company is continuously making its efforts to add new established brands in theexisting line of business and to improve its distribution network for increasingpenetration of its products in retail outlets of all major cities which will ultimatelyincrease its profitability.
3. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended 31stMarch 2020 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 OF THECOMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year 2019-20 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
Your Company operates in the Fast-Moving Consumer Goods (FMCG) industry which continuesto be one of the biggest structural opportunities that our country offers. Despite beingone of the fastest growing markets globally for FMCG products the per capita FMCGconsumption in India is still amongst the lowest in the world giving the industry a longrunway for growth. The complexity and volatility continue to rise. In the last quarter offinancial year 2019-20 we have seen an unprecedented global breakout of the COVID-19pandemic leading to a humanitarian crisis lockdown across many countries and asignificant economic fallout. Around the world growth has decelerated markedly. In Indiathe economic impact of COVID-19 is trickling in on the backdrop of an already challengingmacro-economic environment.
In these times we continue to be agile and responsive to leverage market opportunitiesand navigate through the challenges. By staying close to consumers and their needs weensure that our business continues to grow while having a positive impact on people andthe planet. Our strategy is to constantly evolving to adapt to the trends and forcesshaping our markets.
Opportunities and Threats Opportunities
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 new import policy currency volatility slowdown in category growthrates and the competition 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 Indian & imported food products.In boththe product line 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. 2020-21. 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 Indian & imported brands in food and personal careproducts.
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 the reports of the said audits are then reviewed by Audit Committeefrom time to time.
Discussion of Financial Performance with respect to operational performance
The Company has reported a net profit of Rs. 5.10 Lacs during the year under review asagainst the net loss of Rs. 13.51 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 102 employeeson its payroll as on 31st March 2020.
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
All Non-Executive Independent Directors were re-appointed for a second term of fiveyears i.e from 30.09.2019 to 29.09.2024 for Mr. Shyam Sunder Lal Gupta & Mr. GovindPrasadAgrawal and from 13.02.2020 to 12.02.2025 for Mrs. Neera Bhargava at the 30th AnnualGeneral Meeting of the Company held on 23rd September 2019.
Directors retiring by rotation
In accordance with the provisions of the Companies Act 2013 Mr. Arhant Jain Director(Marketing) shall retire by rotation at the ensuing Annual General Meeting of the Companyand being eligible offer himself for re-appointment. The Company has received adeclaration in terms of section 164(2) of the Companies Act 2013 from Mr. Arhant Jain tothe effect that he is not disqualified from being re-appointed as a Director of theCompany. The Board recommends his reappointment 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. Meeting of the Independent Directorsexcluding all other Directors of the Company is required to held once a year under rule 8of Schedule IV to the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations2015. During the year under review the Meeting of Independent Directors was scheduled for25th March 2020 but the same could not be held due to lockdown (COVID 19). mCa videcircular no.11/2020 dtd. 24.03.2020 has given relaxation that if ID meeting for FY2019-2020 was not held then the same shall not be viewed as violation.
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 24th May2019 05th August 2019 14th November 2019 and 10th February 2020. Themaximum interval between any two Board meetings did not exceed 120 days. In accordancewith the requirement from time to time other Committee meetings were held. The attendanceof the Directors who attended the Board Meetings and Committees thereof have been includedin the Corporate Governance 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 and on recommendation of Nomination andRemuneration Committee the Board has carried out an annual performance evaluation of itsown performance and of the directors individually as well as the evaluation of the workingof its Audit Nomination & Remuneration and other Committees. The performanceevaluation of the Independent Directors was carried out by the Board based on theDirectors' participations in the discussion and in various deliberations and the Boardexpressed its satisfaction on the same. The parameters of performance evaluation werecirculated to the Directors in the form of questionnaires.
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. Acopy of the saidpolicy is available on the website of the Company at www.ramavisionltd.com under the headPolicies.
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 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating 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 31st March 2020 and ofthe profit 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 31stMarch 2020 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 T ransactions 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 atwwwramavisionltd.com and its web link ishttp://www.ramavisionltd.com/annual-return-2019-20/.
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 28thAnnual 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 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 Yfear ended 31st March 2020. TheSecretarial Audit 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 2019-20 which forms part of theAnnual Report 2019-20. 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 31st March2020 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 theAuditCommittee or to the Board of Directors under Section 143(12) of the Companies Act 2013including rules made thereunder.
26. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO Astatement 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
| ||For and on behalf of the Board |
| ||For RAMA VISION LIMITED |
| ||Sd/- |
| ||SATISH JAIN |
|Place . New Delhi ||(CHAIRMAN & MANAGING DIRECTOR) |
|Dated: 27.06.2020 ||DIN: 00052215 |