Rama Vision Ltd Directors Report.

Dear Shareholders,

Your Directors take pleasure in presenting the Thirtieth (30th)Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2019. The summarized financial performance for the financial year ended 31st March, 2019 is as follows:

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 as against the turnover of Rs. 2945.46 Lacs in the previous year, resulting an increase of 20% in the turnover of the Company. The Company has achieved a net profit of Rs. 13.51 Lacs 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 financial year as your Company has added in its existing line of trading business, the products of Mustela which is an established Skin Care Brand of France especially formulated for babies and mothers. Your Company has also re-started dealing in trading of Nongshims noodles, renowned brand of South Korea and has also added trading of ready to eat/ instant soups under 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 of business and to improve its distribution network for increasing penetration of its products in retail outlets of all major cities, which will ultimately increase its profitability.

3. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended 31 st March, 2019 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 joint ventures or associate companies as defined under Companies Act, 2013.

5. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Companies 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 under review.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2018-19 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 were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which forms part of this Boards 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 Boards Report as follows :

Overview of Industry Structure and Development

The FMCG sector is one of the largest sector in the Indian economy. During the period under review, this sector has regained after a temporary slowdown due to demonization and implementation of GST. The consumer demands which had been reduced with implementation of GST due to higher rates has now started with a growth sign due to reduced GST rates. The prices of many products got down thereby benefitting the consumers resulting in the increase in demand and thereby increasing the revenue for the industry. The FMCG products will have a satisfactorily growth with the rising income level of Indian populace. The consumption of health and personal care products in FMCG sector has increased in the recent past with rise in disposable income especially among the early stages group in India.

Further growing awareness, easy access and changing life style have been the key growth drivers 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 further boost 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

Opportunities

Your Company has to go through different stages from conceptualization of the product to its launch in the market. It doesnt end there. The Company will always like to expand its business by entering into new products, increasing the distribution footprint and the sell out by effective marketing techniques/activities in the fast changing scenario.

Threats

High inflation, currency volatility, slowdown in category growth rates 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 & Baby care Products including skin care products and also deals in baby carriages and stroller etc. The second line of business is trading of imported food proucts.In both the product line, Company is striving to increase its turnover.

Outlook

There are abundant opportunities available in the Indian market where your Company through its strong distribution network can deliver its products in the market. Being a fastest growing Indian economy in the world, India continues to be a leader for the current financial year, i.e. 2019-20. The trend in demand of consumer products is stable and government is also initiating by way of increase in minimum sale price, health insurance and minimising the channel between the farmer and consumer. Consequently, it is likely that overall consumer demand will grow sharpy in the medium to long run because of rising income, aspiration and changing life styles.

The Company has a strong distribution network & product line and accordingly investing 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 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 suitable monitoring procedures. The Internal Control System is supplemented by an exhaustive programme of internal 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 as against the net loss of Rs. 4.35 Lacs in the previous year. The Company is looking for an opportunity for future growth prospects.

Development in HR

Your Company has laid emphasis on improving the skills of its human resources towards achieving better performance & improving quality. Your Company has always emphasized on the principle that Human Resources are the best Assets for Organization. Thus, we keep on investing in them through modern trainings and seminars. The Company had 100 employees on its payroll as on 31 st March, 2019.

Disclosure of Accounting Treatment

The accounting treatment given in preparation of financial statements represents true and fair view of the state of company affairs. It is in compliance with the Accounting Standards issued by the Institute of Chartered Accountants of India. No different treatment has been followed other than prescribed in the Accounting Standards.

Cautionary Note

Certain statement in the "Management Discussion and Analysis" section may be forward looking and are stated as required by applicable laws and regulations. Unforeseen factors may affect the actual result, which could be different from 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. Arhant Jain, is the whole time director designated as Director (Marketing) of the Company. Mr. Shyam Sunder Lal Gupta, Mr. Govind Prasad Agrawal and Mrs. Neera Bhargava are the Non- Executive Independent Directors of the Company.

Reappointment of Non-Executive Independent Director

Mr. Shyam Sunder Lal Gupta & Mr. Govind Prasad Agrawal both were appointed as Non-Executive Independent Director at the 25th Annual General Meeting of the Company held on 30th September, 2014 for a period of five years, i.e, upto 29 th September, 2019. And Mrs. Neera Bhargava was appointed as Non-Executive Independent Director at the 26th Annual General Meeting of the Company held on 30th September, 2015 for a period of five years, i.e, upto 12th February, 2020. Based on the recommendation of the Nomination and Remuneration Committee, their re-appointment for a second term of five years is proposed at 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 of the Company and being eligible offer himself for reappointment. The Company has received a declaration in terms of section 164(2) of the Companies Act, 2013 from Mr. Satish Jain to the effect that he is not disqualified from being re-appointed as a Director of the Company. The Board recommends his re-appointment to the members of the Company in the ensuing Annual General Meeting.

Statement on declaration given by Independent Directors

The Company has received declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One meeting of the Independent Directors excluding all other Directors of the Company was held as required under rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairperson of the 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 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 under review.

Familiarization of Independent Directors

All the Independent Director have been familiarized with the organization structure, our business module, board procedures and management strategies particularly in the Independent Directors meeting. For any new Independent Director, as and when inducted on the Board, they are introduced to our Companys culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risk and management strategy. The details of such 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, 09 th August, 2018, 14 th November, 2018 and 13 th February, 2019. The maximum interval between any two Board meetings did not exceed 120 days. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held on 26 th March, 2019. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in 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. Neera Bhargava, Member. All the recommendations made by the Audit Committee were accepted by the Board.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and of the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors and appreciated the timely information flow which enables the Board & Committees of the Board to have full understanding of the rules & regulations to be abided under the Companies Act, 2013 and the Corporate Governance of SEBI (LODR) Regulations, 2015. The performance evaluation of the Independent Directors was carried out by the Board based on the Directors participations in the discussion and in various deliberations and the Board expressed its satisfaction on the same. The parameters of performance evaluation were circulated to the Directors in the form of questionnaires.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board has formulated a vigil mechanism for the directors and employees to report genuine concerns and such mechanism shall provide adequate safeguards against victimization of persons who use such mechanism and made provision for direct access 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. A copy of the said policy is available on the website of the Company at www.ramavisionltd.com under the head Policies.

16. NOMINATION AND REMUNERATION POLICY

The Policy of the Company on Directors appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company at www.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) Regulations, 2015, your Company has formulated and adopted "Code of Conduct for Regulating & Reporting Trading by Insiders and For Fair Disclosure, 2015". The said Code of Conduct 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, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that :

a. in the preparation of the annual accounts for the financial year ended 31 st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March, 2019 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 the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts for the financial year ended 31 st March, 2019 on a going concern basis;

e. the Directors, in the case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of 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 the Companies 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 and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year were in the ordinary course of business and on arms length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 31 to the financial statements forming part of this Annual Report. During the year under review, there were no material contracts or arrangements 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-2 is annexed as Annexure A. As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Policy on Related Party Transactions can be assessed at the Companys website at www.ramavisionltd.com.

21. RISK MANAGEMENT

The Company has a Risk Management Committee comprising of senior executives, which has the responsibility to identify the risk and suggest to the management the mitigation plan for the identified risks. The detail of risks and other concerns are included in the Management Discussion and Analysis which is the part of this Boards Report.

22. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act, 2013, Corporate Social Responsibility Policy is not applicable to your Company.Accordingly, the CSR Committee was not constituted.

23. EXTRACT OF THE ANNUAL RETURN

A copy of the Annual Return is disclosed on the website of the Company at www.ramavisionltd.com and its web link is http://www.ramavisionltd.com/annual-return-2018-19.

24. AUDITORS

Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act, 2013, 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 th Annual General Meeting held on 25 th September, 2017 until the conclusion of 33 rd Annual General Meeting of the Company, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board of Directors of the Company and the Auditors. As per the Companies (Amendment) Act, 2017 the said requirement of 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, 2013 and rules framed thereunder regarding appointment of Cost Auditor and maintaining the Cost Audit record, the same are not applicable to your Company.

Secretarial Auditors: 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 has appointed Ms. Ashu Gupta, Proprietor of M/s Ashu Gupta & Co., Practising Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended 31 st March, 2019. The Secretarial Audit Report is annexed as Annexure B.

25. AUDITORS REPORT

M/s. Suresh Kumar Mittal & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2018-19, which forms part of the Annual Report 2018-19. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports so need not require any explanation or comment.

The Secretarial Audit Report for the Financial Year ended on 31 st March, 2019 issued by Secretarial Auditor does not contain any qualification, reservation, adverse remark or disclaimer so need not require any explanation or comment.

During the year under review, the Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 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, foreign exchange 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 forms part of this Boards Report and is annexed as Annexure - C.

27. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D.

28. CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015.

As a listed company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from the Statutory Auditors, M/s Suresh Kumar Mittal & Co., Chartered Accountants, forms part of this Boards Report and is annexed 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 a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Rules, 2013 and rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. There have been no complaints of sexual harassment received during the year.

31. ACKNOWLEDGEMENT

Your Directors would like to gratefully acknowledge and place on record their sincere appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, distributors, banks, government authorities and stock exchange. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated 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