Rama Vision Ltd Directors Report.

Dear Shareholders.

The Directors of your Company have pleasure in presenting the Twenty Ninth (29th)Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2018. The summarized financial performance for the year ended 31st March, 2018 is as follows:

1. FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars Current Year 2017-18 Previous Year 2016-17
Net Sales / Income from operations 2945.46 3279.55
Other Income 3.43 17.85
Total Expenditure 2902.25 3260.99
Gross Profit / (Loss) before Interest, Depreciation, Exceptional Items and Taxation 46.64 36.41
Interest 74.36 91.14
Gross Profit / (Loss) after Interest but before Depreciation, Exceptional Items and Taxation (27.72) (54.73)
Provision for Depreciation 38.42 38.46
Exceptional Items 56.63 ---
Profit / (Loss) before taxation (9.51) (93.19)
Provision for Taxation (Deferred Tax) 3.02 30.73
Other Comprehensive Income (Net) 2.16 --
Net Profit / (Loss) (4.35) (62.46)

Note: The Company has adopted Indian Accounting Standard (referred to as Ind AS) with effect from April 01, 2017 and accordingly financial statements along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

2. OPERATIONS AND STATE OF COMPANY AFFAIRS

Your Company achieved a turnover of Rs. 2945.46 Lacs as compared to Rs. 3279.55 Lacs in the previous year; resulting a decrease of 10% in the turnover of the Company during the year. The reason for lower turnover was due to implementation of GST which have some temporary down fall in stocking the products in the trade channels. The Company has suffered a net loss of Rs. 4.35 Lacs as against the net loss of Rs. 62.46 Lacs in the previous year. The net loss of Rs. 58.11 Lacs during the year under review has been reduced in comparison to the previous year as the Company started reducing its inventory level.

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 NUBYS, which is an established Baby Care Brand of USA for distribution of all its infant care products in India and has also recently got the distributionship of Mustela products, which is an established skincare brand of France especially formulated for babies and would be mothers. Your Company has also re-started dealing in trading of Nongshims noodles, renowned brand of South Korea. Your Company is continuously making efforts 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 31st March, 2018 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. 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 2017-18 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 is the part of this 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 initial period under review, this sector remained challenging due to GST implementation and impact of ash crunch in India. However, the scenario has changed in the second half of the year and the consumer demand which had been reduced started with 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 present high level of inventory are the major concerns of our business.

Segment wise or Product wise performance

The Company is presently dealing mainly in two products lines. One is Mother & Baby care Products including baby carriages products and the second is food products. In both the product lines, Company is striving to increase its turnover.

Outlook

The Indian FMCG sector has been under some stress post demonetization and due to increased compliance requirements from the government. Moreover, GST implementation is likely to have some temporary impact due to probable down stocking in the trade channels and likely conversion from unorganised to organised.

There are abundant opportunities available in the Indian market where your Company through its distribution network can deliver its products in the market. Due to implementation of GST, though there will be a temporary down fall in stocking the products by the retailers but in long run, it will likely to provide growth avenues to the Company being in organised sector. It is likely that overall consumer demand will grow sharply 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 loss of Rs. 4.35 Lacs during the year under review as against the net loss of Rs. 62.46 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 89 employees on its payroll as on 31st March, 2018.

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)

Sad demise of Mr. Sudarshan Lal Baluia

During the year, there was sad demise of Mr. Sudarshan Lal Bauja, Non-Executive Independent Director of the Company who passed away on 25.03.2018. The Board placed on record the immense contribution made by late Mr. Sudarshan Lal Bauja towards the progress of the Company.

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. Govind Prasad Agrawal, Mr. Shyam Sunder Lal Gupta and Mrs. Neera Bhargava are the Independent Directors of the Company.

Increase in the remuneration of Director

The Board of Directors of the Company at its meeting held on 09th August, 2018 has revised the remuneration of Mr. Arhant Jain (DIN: 00885159) as Director (Marketing) w.e.f. 01stJuly, 2018 for a remaining period of his current tenure, i.e, from 01.07.2018 to 30.06.2019 & this increase in remuneration was approved by the Nomination and Remuneration Committee and is subject to the approval of shareholders at the ensuing Annual General Meeting.

Reappointment of Director

The present term of appointment of both the Directors, Mr. Satish Jain, Chairman & Managing Director and Mr.Arhant Jain, Director (Marketing) of the Company shall expire on 30th June, 2019. The Nomination and Remuneration Committee and the Board of Directors have, subject to the approval of the members vide ordinary resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and fixation of remuneration of Mr. Satish Jain as Chairman & Managing Director and Mr. Arhant Jain as Director (Marketing) of the Company for a further term of three years from 01st July, 2019 to 30th June, 2022.

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 Company and being eligible offer himself for re-appointment. The Company has received a declaration in terms of section 164(2) of the Companies Act, 2013 from Mr. Arhant Jain, Director (Marketing) 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.

Continuation of current term of Mr. Shyam Sunder Lal Gupta, Non-Executive Independent Director

Mr. Shyam Sunder Lal Gupta was appointed as Non-Executive Independent Director on 30th September, 2014 to hold office for five consecutive years for a term upto 29th September, 2019 in terms of Companies Act, 2013 and Listing Agreement. SEBI has amended the LODR, Regulations, 2015 vide notification dated 09th May, 2018 which shall come into force with effect from 01st April, 2019 and the same shall require reappointment/continuance of any Non-Executive Director who has attained the age of 75 years to be approved by the shareholders by way of a Special Resolution. Mr. Shyam Sunder Lal Gupta, Independent Director on the Board of our Company has attained the age of 75 years. He is physically & medically fit viz a viz a learned person having rich experience of around 54 years in the field of law, Finance and Banking.

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. Arhant Jain, Whole Time 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 18th May, 2017, 10th August, 2017, 14th November, 2017 and 13th February, 2018.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 26th March, 2018. The attendance of the Directors who attended the Board Meetings and Committees thereof have been included in the Corporate Governance Report.

13. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of 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.

The provisions of sections of 134 (3)(p), 178(2) and Schedule IV of the Companies Act, 2017 with respect to performance evaluation of directors are harmonised as per Companies (Amendment) Act, 2017, amendment in sub section (2) of section 178 provide that the Nomination & Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. Our Company will make compliance of the aforesaid amendment for evaluation of performance of Board, its committees and individual directors.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATIONAND REMUNERATION 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 said policy is available on the website of the Company i.e www.ramavisionltd.com .The Board has also on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of these policies are stated in the Corporate Governance Report.

15. CODE OF CONDUCT

The Code of Conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

16. 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 year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit and loss of the company for year ended on that date;

c. the Directors had 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 had prepared the annual accounts on a going concern basis;

e. the Directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the provisions of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, Guarantees and Investments are in the notes to the Financial Statements which forms part of the Annual Report.

18. 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 32 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 form AOC-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 has been obtained for the transactions which are of foreseen and repetitive nature. The Policy on Related Party Transactions can be assessed at the Companys website at www.ramavisionltd.com.

19. 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.

20. 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.

21. EXTRACT OF THE ANNUAL RETURN

In terms of provision of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub-section (3) of the Section 92 in form MGT-9, has been placed on website of the Company, i.e. www.ramavisionltd.com, pursuant to the section 36 of the Companies (Amendment)Act, 2017 effect from 31" July, 2018.

22. 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 28lh Annual General Meeting held on 25lh September, 2017 until the conclusion of 33rd 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. However, as per the Companies (Amendment) Act, 2017, the requirement of annual ratification has been omitted w.e.f 07th May, 2018. Therefore, they will continue as Statutory Auditors for next financial year.

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 31st March, 2018. The Secretarial Audit Report is annexed as Annexure B.

23. AUDITORS REPORT

M/s. Suresh Kumar Mittal & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2017-18, which forms part of the Annual Report 2017-18. 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 31st March, 2018 issued by Secretarial Auditor do 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.

24. 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.

25. 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.

26. 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.

27. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year, Company is in compliance of both erstwhile and revised Secretarial Standards-1 (Meetings of the Board of Directors) and Secretarial Standards - 2 (General Meetings) effective from 01st October, 2017.

28. 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.

29. 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 : 09.08.2018 DIN: 00052215