Dear Members,
Your Directors take pleasure in presenting the Thirty Fourth (34th) Annual
Report on the business & operations of the company together with the Audited Financial
Statements for the financial year ended 31st March, 2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended 31st March, 2023
is summarised in the table below :
|
|
(Rs.in Lacs except EPS) |
Particulars |
For the year ended March 31,2023 |
For the year ended March 31, 2022 |
Revenue from Operations |
8185.66 |
6174.41 |
Other Income |
7.28 |
5.53 |
Less : Expenses |
|
|
Purchase of Stock-in-Trade |
6354.14 |
4698.21 |
Changes in Inventory of Stock-in-Trade |
(292.29) |
(131.48) |
Employees Benefits Expense |
972.11 |
824.79 |
Finance Costs |
83.14 |
31.99 |
Depreciation & Amortization Expense |
41.72 |
38.08 |
Other Expenses |
687.73 |
524.14 |
Profit/ (Loss) before Exceptional Items & Tax Expense |
346.39 |
194.01 |
Exceptional Items |
0 |
0 |
Profit / (Loss) before Tax |
346.39 |
194.01 |
Tax Expense : |
|
|
(1) Current Tax |
88.85 |
14.75 |
(2) Deferred Tax |
(1.23) |
32.86 |
(3) Earlier Year Tax |
4.82 |
- |
Profit / (Loss) after Tax (PAT) |
253.95 |
146.40 |
Other Comprehensive Income (Net of taxes) |
(4.56) |
(3.72) |
PAT with Other Comprehensive Income |
249.39 |
142.68 |
Earnings per Share (Rs.) |
2.53 |
1.46 |
OPERATIONS AND STATE OF COMPANY AFFAIRS
Your Company substantiate a resilient performance in the FY 22-23 despite a volatile
and high-inflationary environment. During the year under review, your Company achieved
turnover of Rs. 81.86 crores as against turnover of Rs. 61.74 crores in the previous year
ended 31st Mar' 22, resulting an overall growth of 32.59%. Further, Profit after Tax for
the year ended 31st Mar' 23 stood at Rs. 2.54 crores as against Rs. 1.46 crores in the
previous year ended 31st Mar' 22.
We continued to expand our distribution reach with more reputed brands and strengthen
its operations in the years to come. During the year, we added the distribution of brand
from Nepal named 'Jackpot', deals in Instant Noodles with good combination of mix spices
and ready to eat savory snack, for its distribution in Pan India. We continues to build
& strengthen our relations with our principal suppliers to ensure business continuity
and respond faster to rapidly changing consumer needs.
Your Company is setting up a manufacturing unit of Wafer Sticks processing plant (food
products) with installed capacity of around 900 MT per annum at Himalayan Mega Food Park,
Kashipur, Uttarakhand under the Scheme for Creation/ Expansion of Food Processing &
Preservation Capacities (CEFPPC) of Pradhan Mantri Kisan Sampada Yojna (PMKSY) as per
modified operational guidelines notified by the Ministry of Food Processing Industries
(MoFPI), Government of India. Project approval has been granted by MoFPI on Company's
proposal submitted for Expression of Interest (EoI) under scheme of CEFPPC. Your Company
has started the construction work at site & other allied work and it is expected to
commence the unit by 01st April' 24.
CAPITAL STRUCTURE
Your Company's paid-up equity share capital continues to stand at Rs. 1002.63 Lacs as
on March 31,2023. During the FY 2022-23, your Company has issued 4,00,000 (Four Lacs)
warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share
of your Company of face value of Rs.10/- each ('Warrants') at a price of Rs. 57.10 each
payable in cash ('Warrants Issue Price'), aggregating upto Rs. 2.28 crores by way of
preferential issue to the persons belonging to promoter's category. The warrant holders
have paid 25% of the warrant issue price and have options to convert the warrants within a
period of 18 months from the date of allotment i.e. March 13, 2023. Your Company has
received Rs. 57.12 Lacs being 25% approx. of the issue price of the warrants and the said
funds have not been utilized as on March 31,2023.
Your Company has not issued any equity shares with differential voting rights or sweat
equity shares. Further, your Company does not have any employee stock option scheme or
employee stock purchase scheme.
DIVIDEND
Your Directors decided to plough back the earnings to strengthen the financials of the
Company and not to recommend dividend for the year under review.
TRANSFER TO RESERVES
Your Company has not transferred any amount to the reserves for the period ended March
31,2023.
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 the Companies Act, 2013.
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. Further, there are no outstanding
and/or overdue deposits as at March 31,2023.
CHANGE IN NATURE OF BUSINESS. IF ANY
There was no change in the nature of business during the financial year ended March
31,2023.
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 2022-23 to which the
financial statements relate and the date of this report. 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
Company's operations in future.
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 Board's Report.
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 Board's Report.
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's
Report as follows :
Overview of Industry Structure and Development
In 2022-23, World Economy had faced high uncertainty due to the continued impact of
adverse events of the last three years, notably the COVID-19 pandemic and Russian war.
Inflation rates have skyrocketed to multi-decade highs in many countries, causing central
banks to raise interest rates and slow down economic activity to bring inflation back to
their targets. In early 2023, the world economy had started showing signs of stabilizing
after the adverse shocks of the previous year, but this progress was disrupted by recent
financial sector disturbances. Some financial institutions that relied heavily on low
interest rates have been caught off guard by the rapid pace of rate increases, causing
financial stress and raising concerns about stability. This had a significant impact on
FMCG consumption as consumer tried to manage their household budgets by adjusting volumes
and prioritising essentials over discretionary categories. The impact of slowdown was more
pronounced in rural markets. Urban Markets led growth for FMCG supported by normalisation
in economic activities after a couple of years of COVID induced disruptions.
The Consumer Packaged Goods (CPG) or Fast-Moving Consumer Goods (FMCG), industry in
India is one of the main drivers of the Indian economy. This sector has been reporting
good growth even during the COVID years, when most other industries were reeling under a
demand crunch, riding on strong consumer supported by consumption-led growth of products.
Despite a challenging environment marked by unprecedented inflation and its impact on
consumption, your Company has demonstrated remarkable agility and resilience, achieving
steady growth. During the year under review, Company recorded a growth of 32.59% in
revenue from operations, reaching Rs. 81.86 crores and reported profit after tax at Rs.
2.54 crores. We focused on strengthening our business operations, expanding the
distribution network, enhancing our digitization capabilities and presence in channels
like e-commerce, organised retail and pharmacies.
Opportunities and Threats
FMCG products, being essential commodities, are expected to be in demand and provide
good opportunities for growth.
Opportunities
Accelerated growth of e-commerce and modern trade has brought about a huge opportunity
to tap into these channels and drive business growth. The rapid digitalisation of purchase
behaviour require us to accelerate development of our e- commerce and e-RTM (Route to
Market) capabilities. Strategically designed and flawlessly executed e-RTM, B2B solutions,
and E2E supply chain transformation would open a huge opportunity to tap into the new age
channels and drive business growth. The ability to keep our operations future-fit through
building digital capabilities in systems, workforce, and business models will help us stay
agile and respond in time to evolving stakeholder requirements. We are committed to
operate and grow the business in a responsible way.
Threats
Rising interest rates and inflation;
Continuing geopolitical uncertainty to hit international markets;
Changing consumer preferences;
Threat of new players & competitive brand rivalry;
Rising fuel and Input costs may dent the growth path;
Attrition
Our business depends on purchasing materials and the timely distribution of products to
our sub-distributors/ consumers. Our supply chain network is exposed to potentially
adverse events, such as disruptions at a key supplier, which could impact our ability to
deliver orders to our customers. The cost of our products can be significantly affected by
the cost of underlying commodities and fluctuation in these costs may negatively impact
business, especially if such movements are not effectively managed.
Segment wise or Product wise performance
Your Company is one of the leading importer and distributor of mother and baby care
products, skin care products, food products, etc. all over India through network of
dealers and distributors and professionally managed strong sales and marketing team. Your
Company is exclusively engaged in the activity of trading of goods having strong
distribution network dealing in two (2) product lines such as mother & baby care
products including wide range of infant care products, skincare products for babies &
new mothers and oral & personal care products and another trading line of food
products including Thai food, sauces, Korean instant noodles, ready to eat products etc.
Outlook, Risks and Concerns
Despite the near-term ambiguity, the Company remains confident of the medium to
long-term growth prospects considering the various categories of products of your Company
deals in. Although the current situation is overall uncertain than normal, the Company is
confident about its ability to manage the crisis, if any and come out of it successfully.
The area of risks and uncertainties are as follows :
Global and Macro-economic factors;
Any unexpected changes in regulatory framework;
Inflationary pressures;
Rise in counterfeits and lookalikes;
Retaining the talent pool could be a challenge.
Our risk strategy is determined by a risk appetite defined by a series of risk
criteria. These are based on sectoral circumstances and internal capabilities within the
accepted volatility limits. Risk management is part of our organisational to strengthen
the operating model and make business growth more profitable and sustainable.
Internal Control Systems and their adequacy
The Company has an internal control system commensurate to the size and nature of its
operations. The internal control system encompasses financial and operational controls and
statutory compliances. There are appropriate controls with reference to policies and
procedures, risk assessment, and ethics, which the Audit Committee periodically reviews.
The Audit Committee, consisting of three independent directors, monitors the performance
of the internal audits.
Thus, an effective internal control structure has been set up in the Company to enhance
organisational performance and contribute towards accomplishing its objectives.
Financial Overview
Total revenue from operations at Rs. 81.86 crores for the year ended Mar 31' 23 as
against Rs. 61.74 crores for the corresponding previous period, an increase of Rs. 20.12
crores implying a growth of 32.59%. The Profit after tax for the financial year stood at
Rs. 2.54 crores as against Rs. 1.46 crores in the corresponding previous year, reported an
increase of Rs. 1.08 crores.
Details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with detailed
explanations therefor, including :
Particulars |
FY 22-23 |
Reason if change above 25% |
Debtors Turnover |
4.74 |
Change less than 25% |
Inventory Turnover |
1.08 |
Decreased by 71.85% due to increase in average inventory. |
Interest Coverage Ratio |
5.17 |
Change less than 25% |
Current Ratio |
2.30 |
Change less than 25% |
Debt Equity Ratio |
0.67 |
Change less than 25% |
Operating Profit Margin (%) |
4.23 |
Increased by 34.71% due to increase in turnover |
Net Profit Margin (%) |
3.10 |
Increased by 30.90% due to increase in turnover |
Details of any change in Return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation thereof :
12.14% (Increased by 54.85% due to opting of New T ax Scheme substantial amount of Mat
credit entitlement was written off resulting in substantial decrease in profit after tax
in last year).
Development in Human Resource
For Rama Vision Limited (RVL), progress with people is at the heart of our corporate
ethos and human resource policies. Over the years, the Company has been fostering a
meritocratic, empowering and caring culture that encourages excellence. The Company
nurtures talents by providing its people with opportunities to sharpen their capabilities.
As a result, learning & development is a continuous process, and the HR function is
committed to it.
RVL encourages innovation, lateral thinking and multiskilling, preparing its people for
future leadership roles. In addition, the Company endeavors to provide a safe,
transparent, conducive and secure work environment that facilitates getting the best out
of its talent pool. The Company remains committed to ensuring zero harm to its employees,
consumers and the communities in which it operates. This is integral to the Company's
business process and is laid down in the Company's safety policies, standards and working
procedures. Health and safety is a key performance indicator and one of the prime drivers
of the Company's corporate vision. At the same time, the Company expects its employees to
honor and uphold its values while serving the organisation with sincerity, integrity and
commitment.
As of March 31' 2023, the Company employed 125 employees across all locations.
Disclosure of accounting treatment in preparation of financial statements
The Company has followed accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) prescribed under the Section 133 of the Companies
Act, 2013 read rules made thereunder and any other relevant provisions of the Act. The
Company has uniformly applied the accounting policies during the periods presented. Kindly
refer to note no. 2 of the financial statements for significant accounting policies
adopted by the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Status of Directors
Mr. Satish Jain, Chairman & Managing Director
Mr. Arhant Jain, Whole Tme Director designated as Director (Marketing)
Mr. Udit Jain, Whole Time Director designated as Executive Director
Mr. Shyam Sunder Lal Gupta, Mr. Govind PrasadAgrawal, Mrs. Neera Bhargava and Mr. Vimal
Mehta are the Non-Executive Independent Directors
Directors retiring by rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Satish Jain shall retire at the
forthcoming Annual General Meeting and being eligible, has offered himself for
re-appointment.
Appointment/ Reappointment of Director
Mr. Vimal Mehta, Non-Executive Independent Director
The Nomination & Remuneration Committee (NRC) and the Board of Directors have, in
their respective meetings held on 10.08.2022, approved the appointment of Mr. Vimal Mehta
as an Additional Director (in the capacity of Non-Executive & Independent Director) of
the Company w.e.f 10th August, 2022. And at such meeting, the NRC and Board of Directors
subject to the approvals of Members and such other approvals as may be necessary, approved
the appointment of Mr. Vimal Mehta as a Non-Executive Independent Director of the Company
to hold office for a term of five years from 10.08.2022 to 09.08.2027, his appointment was
approved by the members vide special resolution passed at the 33rd Annual General Meeting
held on 28.09.2022.
Key Managerial Personnel
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.
Statement on declaration given by Independent Directors
All the Independent Directors have furnished declarations that they meet the criteria
of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16
& 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Meeting of the Independent Directors excluding all other directors of the Company is
required to hold once a year under Rule 8 of Schedule IV to the Companies Act, 2013 and
Regulation 25 of SEBI (LODR) Regulations, 2015. During the year under review, one separate
meeting of Independent Directors was held on 27.03.2023.
Statement regarding Integrity, Expertise and Experience of Independent Directors
In the opinion of the Board, the Independent Directors possess clear sense of value and
integrity and have requisite expertise and experience in their respective fields. The
online proficiency self-assessment test to be conducted by Indian Institute of Corporate
Affairs is exempted for such Independent Directors who have served a Company in such
capacity for a total of not less than three years. The Company's Independent Directors
except Mr. Vimal Mehta, need not to undergo the said test as they qualify said criteria.
Mr. Vimal Mehta, Independent Director will qualify the online proficiency test within the
prescribed time limit.
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 Company's 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
https://www.ramavisionltd.com.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year, the details of which are provided
in the Corporate Governance Report which forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed under the Companies Act,
2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee comprises of three Non-Executive Independent 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.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING
INDEPENDENT DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination
& Remuneration Committee, has formulated a criteria for performance evaluation of the
entire Board of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination & Remuneration Committee.
Evaluation of the Board and its Committees is based on structured questionnaire
prepared in accordance with the criteria for performance evaluation as laid down in
Nomination & Remuneration Policy, such as, adequacy of the composition of the Board
and its Committees, communication with the management team, shareholders and others
quality and value of their contributions at board meetings, directors participation in
Board discussions, meeting attendance, willingness to devote time and efforts to
understand the Company etc. Similarly, for evaluation of individual director's
performance, various parameters like director's profile, contribution in Board and
Committee meetings, execution and performance of specific duties, obligations, regulatory
compliances and governance, etc. are considered. Further, the performance of chairman,
executive directors and independent directors are evaluated on certain additional
parameters depending upon their roles and responsibilities. For the Chairman, the criteria
include leadership, relationship with stakeholders etc., for the executive directors the
criteria includes positive attitude and promptness in making decision, contribution to
improve financial and other functions of the company, understanding of laws which has
impact on the Company's business, efforts in promoting and expanding the business, brand
building. Similarly, criteria for evaluation of independent directors include effective
deployment of knowledge and expertise, commitment to his/her role towards the company and
various stakeholders, willingness to devote time and efforts towards his/her role, high
ethical standards, adherence to applicable codes and policies, effective participation and
application of objective independent judgement during meetings, etc.
Accordingly, the annual performance evaluation of the Board, its Committees and each
Director was carried out for the FY 2022-23 by the Board on structured questionnaire
forms. This included performance evaluation of all the Independent Directors by the entire
Board of Directors excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it determines whether to extend or continue their term of
appointment, whenever their respective term expires.
The Independent Directors had met separately on March 27, 2023 without the presence of
Non-Independent Directors and the Members of Management and discussed, interalia, the
performance of Non-Independent Directors and Board as a whole and the performance of the
Chairman of the Company after taking into consideration the views of Executive and
NonExecutive Directors.
The Directors expressed their satisfaction with the evaluation process.
VIGIL MECHANISM CUM WHISTLE BLOWER POLICY
The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. The Policy deals with the instances of
unethical behaviour- actual or suspected, fraud or violation of the Company's Code of
Conduct. It provides for a mechanism for safeguarding a Whistle Blower against the
victimisation of Director(s)/ Employees and allows to approach the Chairman of the Audit
Committee of the Company with the protected disclosure. The Vigil Mechanism cum Whistle
Blower Policy of the Company is uploaded on the Company's website
https://www.ramavisionltd.com under the head Investors. During the year, the company has
not received any complaint through such mechanism.
NOMINATION AND REMUNERATION POLICY
The Policy of the Company for Nomination and remuneration of Directors, Key Managerial
Personnel and Senior Managerial Personnel of the Company called as Nomination and
Remuneration Policy specifies the criteria for determining qualifications, positive
attributes, independence of Director and other matters provided under sub-section (3) of
section 178 of the Companies Act, 2013. The said policy has been adopted by the Board and
is available on the website of the Company at https://www.ramavisionltd.com under the head
Investors.
The broad parameters covered under the Policy are - Policy Objective, Appointment of
Directors, Key Managerial Personnel and Senior Management, Tenure of Appointment,
Remuneration of Directors, Key Managerial Personnel and Senior Management, Performance
Evaluation, etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best
of their knowledge and belief and according to the information and explanations obtained
by them, make the following statements :
(a) that in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) that 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, 2023
and of the profit of your Company for year ended on that date;
(c) that proper and sufficient care has been taken 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) that the accounts for the financial year ended 31st March, 2023 have been prepared
on a 'going concern' basis;
(e) that internal financial controls were in place and that such internal financial
controls were adequate and were operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
No Loans, Guarantees and Investments covered under Section 185 and 186 of the Companies
Act, 2013 has been given by the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions and material modification, if any, those were entered
into during the financial year were on arm's length basis, in the ordinary course of
business and were in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI Regulations. There were no transactions during the year which would require
to be reported in Form AOC-2. The Policy on Related Party Transactions is uploaded on the
Company's website i.e. https://wwwramavisionltd.com under the head Investors.
Prior omnibus approval of the Audit Committee and Board were obtained for the
transactions which are of foreseen and repetitive nature. A statement of Related
PartyTransactions is placed before the Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions. Detail
of the transactions with Related Parties is disclosed in the notes to the Financial
Statements forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions 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.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2023, the Annual
Return of your Company is disclosed on the website of the Company
https://www.ramavisionltd.com under the head Investors.
AUTDITORS AND AUDIT REPORTS Statutory Auditors
M/s. Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No.
500063N), Statutory Auditors of your Company have been appointed as such by the
Shareholders at the 33rd AGM held on September 28, 2022 to hold office from the
conclusion of 33rd Annual General Meeting till the conclusion of the 38th
Annual General Meeting to be held in the year 2027.
Auditors' Report
The Auditor's Report read with notes to the accounts referred to in the Auditor Report
are self- explanatory and therefore do not call for any further comments. The Auditor's
Report does not contain any qualification, reservation or adverse remark. There is no
offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies
Act, 2013.
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 Company has
appointed M/s Ashu Gupta & Co., Company Secretaries to undertake the Secretarial Audit
of the Company The Report of the Secretarial Audit, appended asAnnexure A to the Board's
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditors
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.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure B to the Board's
Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL 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 is appended as Annexure C to the Board's
Report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of employees and other particulars
of the top ten employees and employees drawing remuneration in excess of the limits as
provided in the said rules will be provided upon request. However, in terms of provisions
of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is
being sent to the members of the Company excluding the aforesaid information. The said
information is available for inspection at the Registered Office of the Company during
working hours and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.
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 https://www.ramavisionltd.com.
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 Board's Report and is
annexed as Annexure D.
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.
THE DETAIL OF APPLICATION MADE/ PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
The Company has not made any application during the year and no proceeding is pending
under Insolvency & Bankruptcy Code, 2016 (IBC).
THE DETAIL OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
The Company has not carried out any valuation during the year and not settled any
amount as one time settlement and further not carried any valuation at the time of taking
loan from the bank or financial institution.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal
of Sexual Harassment of Women at Workplace and matters connected therewith or incidental
thereto covering all the aspects as contained under 'The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013':
a) number of complaints pending at the beginning of the financial year - Nil
b) number of complaints filed during the financial year - Nil
c) number of complaints disposed of during the financial year - Nil
d) number of complaints pending at the end of the financial year - Nil
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
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For and on behalf of the Board |
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For Rama Vision Limited |
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Sd/- |
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Satish Jain |
Place : New Delhi |
(Chairman & Managing Director) |
Dated : 08.08.2023 |
DIN: 00052215 |
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