DIRECTOR'S REPORT Dear Shareholder, 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 31st March, 2015. The summarized financial performance for the year ended 31a March, 2015 is as follows: 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 31st 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 there under, 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. ADEQUACYOF 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. MANAGEMENT DISCUSSION AND ANALYSIS Overview and Industry Structure and Development The Indian FMCG sector is the largest sector in the economy. Penetration level as well as per capita consumption in most product categories like Mother & Baby care products and ready to eat food etc. in India is growing day by day and there is a good Market Potential. Accordingly, the Company expects a good growth in the sale of products of Mother & Baby care and food products. Opportunities and Threats Opportunities Your Company has to go through different stages from conceptualization of the product to its launch in the market. It doesn't 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. Your company has recently started the new line of business as an Importer and Distributor for PAN India, the brand named "GRACO" - a name famous for baby strollers, Travel System, High Chairs, Car Seats and Swings. Threats High Inflation and economic instability followed by devaluation of Indian rupee are the major concerns of our business. Product wise performance The Company is presently dealing mainly in two products lines. One is Mother & Baby care products including baby carriages product and the second is food products. In both the product Lines Company is striving to increase its turnover. Outlook There are abundant opportunities available in the Indian market where your Company through its distribution network can deliver its products in the market. Your Company is continuously finding more and more retail outlets by entering into various cities of every State, where the products of your Company can penetrate. This will ultimately increase the turnover/ operations of the Company. Risks and Concerns Following are the areas of concern and risk for the Company: 1. Devaluation of Indian rupee; 2. Strict FSSAI rules and regulations; 3. High Interest Rates; etc. 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 program of internal audits and said audits are then reviewed by Audit Committee from time to time. 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 72 employees on its payroll as on 31st March, 2015. 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. 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 30th September, 2014, to hold office forfive consecutive years for a term upto 29* 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. 13* 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 13"1 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 28th 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, 11* August, 2014, 14* November, 2014 and 13th 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 forthe yearended 31s' 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 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 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 under the provisions of Section 186 of the Companies Act, 2013 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES 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 subsection (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 30* September, 2014, to hold office from the conclusion of 25* AGM until the conclusion of the 26"' AGM. The Company has received an eligibility letter under Section 141 of the Companies Act, 2013 and rules made there under 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 next Annual General Meeting in terms of Section 139 of the Companies Act, 2013 and the rules made there under. COST AUDIT Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules framed there under 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 3181 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 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 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 SATISH JAIN (CHAIRMAN OF THE COMPANY) DIN: 00052215 Place : New Delhi §_/. Dated: 12.08.2015 |