| Dear Members,
The Directors of your Company have pleasure in presenting the Twenty
Sixth Annual Report together with the Audited Financial Statements for
the year ended on 31s1 March, 2015. The summarized financial
performance for the year ended 3181 March, 2015 is as follows:
FINANCIAL PERFORMANCE (Rs. in Lacs)
Particulars Current Year Previous Year
Net Sales / Income from operations
(including Excise) 4171.36 3330.90
Other Income 10.82 3.34
Total Expenditure 4035.81 3234.51
Gross Profit before Interest,
Depreciation and Taxation 146.37 99.73
Interest 39.12 24.33
Gross Profit after Interest but
before Depreciation and Taxation 107.25 75.40
Provision for Depreciation 45.63 39.28
Profit / (Loss) before taxation 61.62 36.12
Provision for Taxation (net of MAT credit) 20.72 13.53
Net Profit 40.90 22.59
OPERATIONS AND STATE OF COMPANY AFFAIRS
Your Company has seen an overall growth in turnover from its business
during the year. During the Current Financial Year the Company has
achieved a turnover of Rs. 4171.36 Lacs as against the turnover of Rs.
3330.90 Lacs in the Previous Year. The net profit of the Company has
also increased to Rs. 40.90 Lacs in the current financial year as
against Rs. 22.59 Lacs in the Previous Year.
Your Company is working hard to improve its operations by increasing
penetration of its products in retail outlets of all major Cities.
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year
ended 31" March, 2015 and no amount has been transferred to General
Reserve.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from
the public or its employees under Section 73 of Companies Act, 2013 and
rules made thereunder, during the year under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order, after 31st March, 2015,
passed by any of regulators, court of law or tribunals impacting the
going concern status of the company or impacting its operations in
future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal 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
Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per provision of Section 152 of the Companies Act, 2013, Mr. Satish
Jain, Chairman and Managing Director, retire by rotation at the ensuing
Annual General Meeting and being eligible offer himself for
re-appointment. Mr. Shyam Sundar Lai Gupta, Mr. Govind Prasad Agrawal,
Mr. Sudarshan Lai Baluja and Ms. Neha Gupta were appointed as
Independent Directors of the Company at last AGM held on 30lh
September, 2014, to hold office forfive consecutive years for a term
upto 29th September, 2019.
Ms. Neha Gupta resigned from the Board of the Company w.e.f. 28lh
October, 2014 due to her other commitments. The Board of Directors then
appointed Ms. Neera Bhargava as an Additional Director w.e.f. 13lh
February, 2015. Her office of Director shall expire on the conclusion
of the forthcoming Annual General Meeting of the Company. She is
proposed to be appointed as Independent Director for five consecutive
years with effect from 1 S'" February, 2015 in accordance with Section
149 of the Companies Act, 2013.
The Company has received declaration from all independent directors of
the company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and under
Clause 49 of the Listing Agreement.
The Board, at their meeting held on 28lh May, 2014, noted that Mr.
Satish Jain, Chairman and Managing Director, Mr. Raj Kumar Sehgal, GM
(Legal) and Company Secretary and Mr. Kamlesh Jain, Chief Financial
Officer are the Key Managerial Personnel (KMP) under section 203 of the
Companies Act, 2013.
MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on 28"'
May, 2014, 11th August, 2014, 14th November, 2014 and 13lh February,
2015 and four (4) Audit Committee meetings were held on the same date.
In accordance with the requirement from time to time other Committee
meetings were held and one separate meeting of Independent Directors
was also held. The attendance of the Directors who attended the Board
Meetings and Committees thereof have been included in the Corporate
Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the listing agreement, 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 and the
Corporate Governance of listing agreement. The performance evaluation
of the Independent Directors was carried out by Board based on the
Directors participations in the discussion and various deliberations
and the Board expressed its satisfaction on the same.
VIGIL MECHANISM/WHISTLE BLOWER POLICY&NOMINATION AND 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. 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.
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.
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, 2015, the applicable accounting standards had 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 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, 2015 and of the profit and loss of the
company foryear 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 on a going concern
basis;
e. the Directors 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.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the year under review, company has not given any Loans,
Guarantees or made any Investments covered underthe provisions of
Section 186 of the Companies Act, 2013.
All transactions entered with related parties for the year under review
were in the ordinary course of business and are placed before the Audit
Committee on regular basis. Omnibus approval was obtained for
transactions which are of repetitive nature. All the transactions
entered with related parties do not attract the provisions of Section
188 of the Companies Act, 2013 except one related party transaction
which is covered under sub-\section (1) of section 188 of the Companies
Act, 2013, the particulars of said contract or arrangement with related
party in the Form AOC-2 is annexed as Annexure 'A'.
RISK MANAGEMENT
The company has a risk management committee comprising of senior
executives, which has the responsibility to identify the risk and
suggest 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 Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013,
Corporate Social Responsibility Policy is not applicable on your
Company. Accordingly the CSR Committee was not constituted.
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, forms part of this Board's Report
and is annexed as Annexure 'B'.
STATUTORY AUDIT
M/s. B. K. Shroff & Co., Chartered Accountants, (Firm Registration No.
302166E) Statutory Auditors of the Company, were reappointed as
Auditors of the Company at 25th Annual General Meeting (AGM) held on
SO81 September, 2014, to hold office from the conclusion of 25th AGM
until the conclusion of the 26th AGM. The Company has received an
eligibility letter under Section 141 of the Companies Act, 2013 and
rules made thereunder that they are not disqualified.
The Board of Directors based on recommendation of Audit Committee,
recommends the appointment of M/s B. K. Shroff & Co. as Statutory
Auditors from the conclusion of ensuing Annual General Meeting till the
conclusion of nextAnnual General Meeting in terms of Section 139 of the
Companies Act, 2013 and the rules made thereunder.
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 on your
Company.
SECRETARIAL AUDIT
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 31s1 March, 2015. The Secretarial Audit Report
is annexed as Annexure 'C'.
AUDITOR'S REPORT
The Auditors Report on the Audited Financial Statement of the Company
for the year ended 31s1 March, 2015 do not contain any qualification,
reservation or adverse remark so need not require any explanation or
comment.
The Secretarial Audit Report for the Financial Year ended on 31 "March,
2015 issued by Secretarial Auditor do not contain any qualification,
reservation or adverse remark so need not require any explanation or
comment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANG
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 Board's Report and is annexed as Annexure-'D'.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information as per Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 will
be provided upon request. However, as per the provisions of Section 136
of the Act, the Report and Accounts are being sent to all the members
excluding the information on particulars of employees which is
available for inspection by the members at the Registered Office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. Any member interested in
obtaining a copy thereof, may write to the Company Secretary in this
regard.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Bombay Stock
Exchange. As a listed company, necessary measures are taken to comply
with the Listing Agreement. A report on Corporate Governance as stated
above, along with a certificate of compliance from the Statutory
Auditors M/s B.K. Shroff & Co., Chartered Accountants, forms part of
this Board's Report and is annexed as Annexure-'E'.
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.
By order of the Board
For RAMA VISION LIMITED
Place : New Delhi Sd/-
Dated: 12.08.2015
SATISH JAIN
(CHAIRMAN OF THE COMPANY)
DIN: 00052215
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