Directors Report of Rama Vision Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Fifth (35!^h) Annual Report on the business & operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March, 2024 is summarised in the following table:

( X in Lacs except EPS)
Particulars	For the year ended March 31,2024	For the year ended March 31, 2023
Revenue from Operations	8957.05	8185.66
Other Income	25.90	7.28
Total Income	8982.95	8192.94
Less : Expenses
Cost of Materials Consumed	66.12	00.00
Purchases of Stock-in-Trade	5931.43	6354.14
Changes in Inventory of Stock-in-Trade	237.25	(292.29)
Employees Benefits Expense	1125.71	972.11
Finance Costs	136.92	83.14
Depreciation & Amortization Expense	81.33	41.72
Other Expenses	944.51	687.73
Total Expenses	8523.27	7846.55
Profit/ (Loss) before Exceptional Items & Tax Expense	459.68	346.39
Exceptional Items	0	0
Profit / (Loss) before Tax	459.68	346.39
Tax Expense : (1) Current Tax	103.36	88.85
(2) Deferred Tax	15.47	(123)
(3) Earlier Year Tax	2.28	4.82
Profit / (Loss) after Tax (PAT)	338.57	253.95
Other Comprehensive Income (Net of taxes)	6.11	(4.56)
PAT with Other Comprehensive Income	344.68	249.39
Earnings per Share (EPS) (in X )
Basic	3.31	2.53
Diluted	3.31	2.53

OPERATIONS AND STATE OF COMPANY AFFAIRS

The total income of the Company during FY 2023-24 was X 8982.95 Lakhs as against total income of X 8192.94 Lakhs in previous FY. The total expenses was X8523.27 Lakhs as against the total expenses of X 7846.55 Lakhs in previous FY.The Profit after tax was higher by ?84.62 Lakhs from X253.95 Lakhs in previous FY to X338.57 Lakhs in the FY 23-24.

Your Company is one of leading name in the trading segment of mother & babycare, skincare, oral & personal care and food products with the strongest distribution networks in India. During the financial year 23-24, your Company has setup a manufacturing unit of Wafer Sticks Processing Plant (Food Products - Cream-filled & Cream-sprayed Wafer Sticks) having 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 the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries, Government of India (MoFPI). On December 25, 2023 your Company has started its commercial production of wafer sticks & launched a premium confectionary brand of Wafer Sticks MADDOX on January 04, 2024. MADDOX is a perfect goodness of crunchy & creamy delight for you & loved ones. Each bite is a symphony of crispiness & flavors which brings a burst of joy to your taste buds. MADDOX wafer rolls are readily available in 4 delectable flavors Chocolate, Cookie Cream, Coffee and Dark Coffee. Maddox takes pride in its wholesome & premium ingredients used for manufacturing on European machinery which adheres to international standards, owing to get best in quality and strength in our product.

During the year under the Company’s trading segment of food division, your Company has added two (02) brands for its distribution in Pan India namely THAI COCO Thailand brand of Thai Coconut Public Co. Ltd. and another brand FOCO of Thai Agri Foods Public Company Limited & products are manufactured by Viet World Co. Ltd., Vietnam. Recently, your Company has started contract manufacturing for M/s. Pran Beverages (India) Private Limited (“PBIL”) manufacturing “Wafer Sticks” under their brand named “PRAN” at Company’s manufacturing plant, Kashipur to captive utilization of its capacity

The Management of the Company is very optimistic regarding performance of the Company in future & taking every steps to expand its distribution footprint to fulfill the rising demand of consumers and the sell out by effective marketing techniques/ activities in the fast-changing scenario and making every efforts to turn the Company in to profitable organization.

CAPITAL STRUCTURE

Your Company’s paid-up equity share capital stood at X 1042.63 Lakhs as on March 31, 2024. During the FY 23-24, the Company had done preferential allotment of400,000 convertible warrants at an issue price of ?57.10 per warrant to persons belonging to promoter’s category. On 16th September’ 2023, 400,000 warrants were converted into equivalent number of equity shares. The face value of each equity shares is X 10.00 and the premium is X 47.10. The aggregate subscription money received for full issue size is X 2.28 crores.

On 16th October, 2023, the Company received listing approval of the BSE Ltd. for listing of400,000 equity shares issued out of conversion of the said warrants. Accordingly, the paid up equity share capital of the company was increase from ?1002.63 Lakhs to ?1042.63 Lakhs. Proceeds of Preferential Issue are being fully utilized for the purposes that have been mentioned in the Notice of Extra Ordinary General Meeting which was held on March 01’ 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

With view to conserve financial resources of the company, directors do not recommend any dividend on Equity Shares for the year under review.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the reserves during the year under review 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 31,2024.

CHANGE IN NATURE OF BUSINESS. IF ANY

Your Company has the advantage of an already existing distribution network of FMCG products. During FY 23-24, your Company has setup a manufacturing unit for Cream-filled & Cream-sprayed Wafer Sticks having 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 the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries (MoFPI), Government of India (GOI). As of 31st March’ 24, the total project cost involved in installing a manufacturing unit is X 21.16 Cr. (incl. Term Loan of X 5.20 Cr. granted by Canara Bank; Subsidy of X 4.75 Cr. granted by MoFPI GOI and rest amount of ?11.21 Cr. from promoters’ equity and internal accruals).

All relevant details are disclosed in the notes to the Financial Statements forming part of the Annual Report. The addition of new manufacturing setup in Company’s business would ensure improve profitability and value creation.

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 2023-24 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.

INTERNAL FINANCIAL CONTROLS SYSTEM

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation. The Statutory Auditors also review the internal financial controls and issue report under Section 143 of the Companies Act, 2013 which forms part of their Report. The detail in respect of adequacy of internal financial controls with reference to the financial statements is mentioned in the head Management Discussion and Analysis Report 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

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for FY 2023-24, forms part of this Board’s Report as follows :

Overview of Industry Structure and Development

Global economy continues to present a mixed picture. Multiple factors like the on-going geopolitical conflicts, wide-spread elevation of debt, extreme weather conditions and elections in many parts of the world continue to contribute to the uncertainty of the Global Economic Outlook. Encouragingly, inflation has softened over the highs of the previous year and is expected to continue to moderate. Country variations will continue, with different parts of the world growing at varied pace. The FMCG industry is India’s fourth-largest sector, making it a significant contributor to the country’s economic growth by fuelling consumption, generating employment, and boosting manufacturing. Over the years, this sector has demonstrated remarkable agility in overcoming challenges and adapting to meet evolving consumer needs, shaping its trajectory for sustainable growth. In FY 2023-24, the FMCG industry witnessed a challenging year due to weather vagaries impacting agricultural output and consumer sentiment. As a result of this, while the industry witnessed sequential easing of inflation, volumes have been recovering gradually albeit readjusting with a lag. Three continuous years of sustained inflation prior to FY 2023-24 has impacted disposable income, especially in rural areas. This has resulted in a slower pace of recovery in rural and mass segments while urban and premium segments have been resilient. Notwithstanding the volume sluggishness seen in recent times, the Indian FMCG industry presents a compelling growth narrative. This is fuelled by several key factors - Digital Revolution; Fastest growing major economy; Per-capita FMCG consumption & low penetration; Favourable Demographics and Rising Affluence.

Despite the volatile business environment prevailing during the year, your Company emerged with more resilience and ensure availability of products and overcome volatility in prices of essential commodities through prudent procurement decisions. Moreover, the Company expanded its distribution footprint in rural areas of the country which enabled good growth in focus states despite the generally subdued rural demand.

Outlook

The foreseeable future of Indian industry looks promising with strong growth forecasts and an expectation of leading the next phase of global growth. Your Company’s growth will largely depend on the strategic management of pricing, inflation and various global factors.

Amidst rising competition, fluctuating commodity prices and climatic changes, your Company is expected to grow continuously on the strength of Indian & Imported brands, cost efficiencies and an ever-expanding distribution network. These attributes will play a significant role in your Company’s success in the years to come.

Opportunities and Strengths

We aim to continue driving growth led by improvement in distribution and premiumization while looking at strategic cost optimization opportunities across the value chain. We are leveraging our strengths in distribution, operational excellence and institutionalizing benchmark practices in customer engagement and delivery processes to create a strong platform to build future businesses. The new manufacturing plant (food products) is the future engine of growth and have the potential to scale over time. We are committed to operate and grow the business in a responsible way.

Risks, Threats and Concerns

The Indian economy has shown resilience and maintained its strength despite challenging circumstances. It may, however experience stress in the upcoming months due to geopolitical tensions and muted global financial forecasts. Sustaining your Company’s strong performance will be dependent on effective management of input prices and economic downturns to achieve positive outcomes in terms of both value and volume. Further, the potential for growth may get affected by increasing consumer sensitivity to pricing amidst intense competition and decline in purchasing power. Key threats to our business include changing consumer preferences, volatility in commodity and currency, inflation, intense competition & competitive brand rivalry, economic downturns, import restrictions and concentration of retailers in developed markets.

We took strategic pricing interventions to mitigate some of the effects of input cost inflation while protecting the interests of the consumers.

Segment wise or Product wise performance

Your Company is dealing in two (02) reportable segments:

I. Trading Segment

Mother & Babycare Division including wide range of infant care products, skincare products for babies & new mothers and oral & personal care products.

Food products including Thai food, sauces, Korean instant noodles, ready to eat products etc.

II. Manufacturing Segment

Company has setup a manufacturing unit of Wafer Sticks processing plant (food products) at Himalayan Mega Food Park, Kashipur, Uttarakhand under the scheme for Creation/Expansion of Food Processing & Preservation Capacities (CEFPPC) of the Pradhan Mantri Kisan Sampada Yojna (PMKSY) by the Ministry of Food Processing Industries, Government of India (MoFPI).

Company has started its commercial production of wafer sticks which has a total capacity of 900 MT (approx.) per annum.

On January 04, 2024 Company launched a premium confectionary brand of Wafer Sticks MADDOX, a perfect goodness of crunchy & creamy delight for you & loved ones.

Maddox Edge- Marketing to grow!

India ranks as the second-largest snacks market globally, with a trajectory indicating continual growth and a growing preference for convenience foods akin to European and American markets. The demand for wafer sticks is on the rise due to changing consumer taste and rise of disposable income. Supermarkets, hypermarkets and traditional stores will play a significant role in driving our product sales. Leveraging its established distribution network of FMCG products, and expanding its distribution further, the company is well-positioned to introduce new products, thereby creating additional value for our partners.

Segment wise performance

Sr. No.	Segment wise performance	% of the total turnover FY 23-24
1	Trading Segment
a)	Baby & Mother Care Products	24.20%
b)	Food & other Items	73.99%
2	Manufacturing Segment*	01.81%

*Commercial production of Wafer Sticks has commenced from December 25, 2023.

Internal Control Systems and their adequacy

A well-defined internal control framework backs your Company’s operations. The foundations of efficient and effective internal control systems are good governance, robust systems and processes, a vigilant finance function and an independent internal audit function. The Company has an internal control system commensurate to the size and nature of its operations. The system encompasses financial and operational controls and statutory compliances. There are appropriate controls regarding 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. This is conducted periodically through audit plans, findings, and the promptness of issue resolution through follow-ups. Thus, the Company has established an effective internal control structure to enhance organizational performance and contribute to accomplishing its objectives.

Financial Overview

Total revenue from operations at X 8,957.05 Lakhs for the year ended Mar 31’ 24 as against X8,185.66 Lakhs for the corresponding previous period, an increase of ? 771.39 Lakhs implying a growth of 9.42%. The Profit after tax for the financial year stood at X338.57 Lakhs as against X253.95 Lakhs in the corresponding previous year, reported an increase of X 84.62 Lakhs.

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 23-24	Reason if change above 25%
Debtors Turnover	4.39	Change less than 25%
Inventory Turnover	1.07	Change less than 25%
Interest Coverage Ratio	5.17	Change less than 25%
Current Ratio	1.68	Decreased by 26.76% due to increase in current borrowing.
Debt Equity Ratio	1.06	Increased by 56.64% due to increase in long term borrowings.
Operating Profit Margin (%)	4.23	Change less than 25%
Net Profit Margin (%)	3.78	Change less than 25%

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof :

Net worth increased by Rs. 515.96 Lakhs.

Changed due to: (1) Addition of Equity Share Capital - Rs. 40.00 Lakhs

(2) Addition of Equity Share Premium - Rs. 188.40 Lakhs

(3) Increase in total comprehensive income - Rs. 344.68 Lakhs

(4) Transfer from Convertible equity share warrants to Equity Share Capital and Equity share premium (-) Rs. 57.12 Lakhs

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 honour and uphold its values while serving the organisation with sincerity, integrity and commitment.

As of March 31’ 2024, the Company employed 142 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

As on March 31, 2024, the Board of the Company consisted of seven Directors namely 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 Prasad Agrawal, Mrs. Neera Bhargava and Mr. Vimal Mehta are the Non- Executive Independent Directors.

Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 Mr. Udit Jain (DIN: 08034841) Whole Time Director designated as Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Appointment/ Re-appointment of Director

The present term of appointment of Mr. Udit Jain (DIN: 08034841) was upto 30th June, 2024 as Whole Time Director designated as Executive Director of the Company. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on 15th May 2024, approved the reappointment of Mr. Udit Jain for a further period of five years from 01.07.2024 to 30.06.2029 & fixation of remuneration for three years w.e.f 01.07.2024 to 30.06.2027 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

Further, the present term of appointment of Mr. Satish Jain, Chairman & Managing Director (DIN: 00052215) and Mr Arhant Jain, Whole Time Director designated as Director (Marketing) (DIN: 00885159) is upto 30th September, 2024. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on 09th August 2024, approved the reappointment of Mr. Satish Jain and Mr. Arhant Jain for a further period of five years from 01.10.2024 to 30.09.2029 & fixation of remuneration for three years w.e.f 01.10.2024 to 30.09.2027 and recommended the same to the shareholders for their approval at the ensuing aGm. In this respect, a special resolution(s) forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 09th August, 2024, approved the appointment of Mrs. Neelu Jain (DIN: 00227058) and Mrs. Deepali Gupta (DIN: 10705479) as an Additional Director in the category of Non-Executive Independent Director of the Company to hold office from 09th August, 2024 till the ensuing Annual General Meeting. In the same meeting, the Nomination & Remuneration Committee and the Board of Directors have, subject to the approval of shareholders at the ensuing Annual General Meeting, also approved the appointment of Mrs. Neelu Jain and Mrs. Deepali Gupta as a Non-Executive Independent Director for a consecutive period of 5 years from 09th August, 2024 to 08th August, 2029 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution(s) forming part of the notice calling 35th AGM has been proposed to be passed by the shareholders.

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. The Independent Directors of the Company met once in FY 2023-24 on 27th March, 2024 and reviewed the performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between management and the Board that is necessary to effectively and reasonably perform its duties. None of the Executive Directors and/or Management Personnel attended the meeting.

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.

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.

Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

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.

BOARD COMMITTEES

The Board has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The details pertaining to composition, terms of reference, meetings held and attendance thereat of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Borrowing Committee, Committee for Preferential Issue for the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE RECOMMENDATIONS

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 2023-24 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, 2024 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, 2024, 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 31st March, 2024 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 31 st March, 2024 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://www.ramavisionltd.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

As per the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is disclosed on the website of the Company https://www.ramavisionltd.com under the head Investors.

AUDITORS 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 as Annexure 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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Mar 31, 2015

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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Mar 31, 2014

Dear Shareholder,

The Directors of your Company have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Statement of Accounts and the Auditors'' Report of your Company for the Financial Year ended on 31st March, 2014. The summarized financial performance for the year ended 31st March, 2014 is as follows:

FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars Current Year Previous Year

Net Sales / Income from operations (including Excise) 3330.90 2951.47

Other Income 3.34 14.69

Total Expenditure 3234.51 2877.77

Gross Profit before Interest, Depreciation and Taxation 99.73 88.39

Interest 24.33 8.26

Gross Profit after Interest but before Depreciation and Taxation 75.40 80.13

Provision for Depreciation 39.28 38.45

Profit / (Loss) before taxation 36.12 41.68

Provision for Taxation (net of MAT credit) 13.53 37.72

Net Profit 22.59 3.96



OPERATIONS

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. 3330.90 Lacs as against the turnover of Rs. 2951.47 Lacs in the Previous Year. The net profit of the Company has also increased from last year. It is Rs. 22.59 Lacs in the current year as against Rs. 3.96 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

Your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company''s Equity Shares at present are listed at Bombay Stock Exchange Limited, Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Arhant Jain is liable to retire by rotation and being eligible offer himself for re-appointment.

Ms. Neha Gupta was appointed as an Additional Director on the Board of the Company in the category of Independent Director w.e.f. 11.08.2014. 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 from 30th September, 2014 to 29th September, 2019 in accordance with Section 149 of the Companies Act, 2013.

Mr. Sudarshan Lal Baluja, Mr. Govind Prasad Agrawal and Mr. Shyam Sundar Lal Gupta, Non-Executive Directors of the Company and Independent Directors as per Clause 49 of the Listing Agreement. They are proposed to be appointed as Independent Directors for five consecutive years from 30th September, 2014 to 29th September, 2019 in accordance with Section 149 of the Companies Act, 2013.

Notices have been received from members proposing the aforesaid four Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends appointment of Mr. Sudarshan Lal Baluja, Mr. Govind Prasad Agrawal, Mr. Shyam Sundar Lal Gupta and Ms. Neha Gupta as Independent Directors, not liable to retire by rotation, for the approval by the shareholders of the Company.

AUDITORS

M/s B.K. Shroff & Co., Chartered Accountants, having its office at 3/7-B, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi 110 002, the Statutory Auditors of the Company will retire at the ensuing Annual General meeting of the Company. The Company has received a certificate from the Statutory auditors to the effect that their re- appointment, if made, would be eligible under Section 141 of the Companies Act, 2013.

Your Directors recommends their re-appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of 26th Annual General Meeting.

AUDITORS'' REPORT

The observations of the auditors made in their report are self-explanatory and therefore, in the opinion of your Directors, do not call for further comments.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is given in Annexure ''A forming part of this report. The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given in Annexure ''B'' which forms a part of the Director''s Report.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of financial year of the Company and date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirms that:

(i) In the preparation of Annual Accounts, applicable Accounting Standards have been followed alongwith proper explanation related to material departures;

(ii) The Directors have selected Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.

Place : New Delhi By order of the Board Dated : 11.08.2014 For RAMA VISION LIMITED

Sd/- SATISH JAIN (CHAIRMAN OF THE COMPANY) DIN: 00052215

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Mar 31, 2013

Dear Shareholder,

The Directors of your Company have pleasure in presenting their Twenty Fourth Annual Report together with the Audited Statements of Accounts and the Auditors'' Report of your Company for the Financial Year ended on 31st March, 2013. The summarized financial performance for the year ended 31st March, 2013 is as follows:

FINANCIAL PERFORMANCE (Rs. in Lacs)

Current Year Previous Year

Net Sales/Income from operations 2951.47 2150.17 (including Excise)

Other Income 14.69 30.03

Total Expenditure 2877.77 2097.91

Gross Profit before Interest, 88.39 82.29

Depreciation and Taxation

Interest 8.26 7.28

Gross Profit after Interest 80.13 75.01

but before Depreciation and Taxation

Provision for Depreciation 38.45 36.93

Profit / (Loss) before taxation 41.68 38.08

Provision for Taxation (net of MAT credit) 37.72 33.94

Net Profit 3.96 4.14



OPERATIONS

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. 2951.47 Lacs as against the turnover of Rs. 2150.17 Lacs in the Previous Year. The net profit of the Company isRs. 3.95 Lacs as againstRs. 4.14 Lacs in the Previous Year. The fall in profit is due to cut throat competition in FMCG sector, higher inflation, depreciation of rupee, resulting lower profit margins.

Your Company is working hard to improve its operations by increasing penetration of its products in retail outlets of all major Cities.

DIVIDEND

Your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company''s Equity Shares at present are listed at Bombay Stock Exchange Limited, Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS

Mr. Satish Jain and Mr. S.S.L. Gupta, Directors are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Your Directors recommends their re-appointment as Directors of the Company.

During the period under review the Board of the UP Hill Electronics Corporation Limited (HILTRON) has nominated Mr. Ravinath Mayawaram Viswanatha Raman on the Board of Directors of the Company as their Nominee Director in place of Mr. V K Dhaundiyal w.e.f. 30.05.2013. The Board of Directors welcomed the appointment of Mr. Ravinath Maywaram Viswanatha Raman and place on record their sincere appreciation for valuable guidance and co-operation by Mr. V K Dhaundiyal during the tenure of his directorship.

Recently M/s UP Hill Electronics Corporation Limited (HILTRON), a co-promoter of your Company has sold its equity participation in your Company to the existing promoters of the Company. Consequently, as per the terms of agreement executed with the Company, they have withdrawn their two Nominee Directors from the Board namely Mr. Bharat Sinha and Mr. Ravinath Mayawaram Viswanatha Raman. The Board expressed their sincere thanks and appreciation for the assistance and guidance provided by Mr. Bharat Sinha and Mr. Ravinath Mayawaram Viswanatha Raman during the tenure of their Directorship.

Further Mr. Satish Jain appointed as the Chairman of the Company w.e.f 12th August, 2013 and designated as Chairman and Managing Director subject to the approval of alteration of Articles of Association by the Share holders in the forthcoming Annual General Meeting of the Company.

AUDITORS

M/s B.K. Shroff & Co., Chartered Accountants, having its office at 3/7-B, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi-110 002, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

Your Directors recommends their re-appointment as Statutory Auditors of the Company.

AUDITORS'' REPORT

The observations of the auditors made in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview and Industry Structure and Developments:-

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 its 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, increasing the sellout by effective marketing techniques/activities in the fast changing scenario.

Threats

High Inflation and economic instability followed by devaluation of Indian rupee are the major concern of our business.

Product wise performance

The Company is presently dealing mainly in two products lines. One is Mother & Baby care products and the second is food products. In both the products 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

The Risk Management Committee comprising of Board Members and Senior Executives periodically reviews risks & concerns and required actions are taken on their suggestions to mitigate the same.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is given in Annexure ''A forming part of this report. The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given in Annexure ''B'' which forms a part of the Director''s Report.

DISCLOSURES UNDER SECTION 217 (1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in our report, there have been no material changes and commitments which can affect the financial position of the Company, occurred between the end of the financial year of the company and date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirms that :

(i) In the preparation of Annual Accounts, applicable Accounting Standards have been followed alongwith proper explanation related to material departures;

(ii) The Directors have selected Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.



By order of the Board

For RAMA VISION LIMITED

Sd/-

Place : New Delhi

Dated : 12.08.2013 CHAIRMAN OF THE MEETING

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Mar 31, 2012

The Directors of your Company have pleasure in presenting their Twenty Third Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March, 2012.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Current Year Previous Year

Net Sales/Income from operations 2150.17 1742.12 (including Excise)

Other Income 30.03 17.04

Total Expenditure 2097.91 1604.03

Gross Profit before Interest, 82.29 89.13 Depreciation and Taxation

Interest 7.28 2.38

Gross Profit after Interest 75.01 86.75 but before Depreciation and Taxation

Provision for Depreciation 36.93 32.92

Profit before taxation 38.08 53.83

Provision for Taxation (net of MAT credit) 33.94 18.89

Net Profit 4.14 34.94

OPERATIONS

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.2150.17 Lacs as against the turnoever of Rs. 1742.12 lacs in the previous year. The net profit of the company was Rs. 4.14 lacs as against Rs. 34.94 Lacs in the previous year. The fall in profit was due to cut throat competition in FMCG Sector, higher inflation, depreciation of rupee, resulting lower profit margins.

Your Company is working hard to improve its operations by increasing penetrating of its products in retail outlets of all major Cities.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company's Equity Shares at present are listed at Bombay Stock Exchange Limited, Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS

Sh. Arhant Jain and Sh. S.L. Baluja, Directors are to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS

M/s B.K. Shroff & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217 (1)(b) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this report. Form 'A' requiring disclosure of conservation of energy is not applicable in the case of your company.

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on the Corporate Governance is given in Annexure 'B' which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirms that:

i. in the preparation of annual accounts, applicable accounting standards have been followed alongwith proper explanation related to material departures;

ii. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, bank, management team and the entire work force for their commitment and look forward to their continued support in future.

For and on behalf of the Board of Directors

Place : New Delhi

Dated : 14th August, 2012 CHAIRMAN OF THE MEETING

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Mar 31, 2011

Dear Shareholder,

The Directors of your Company have pleasure in presenting their Twenty Second Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March, 2011.

FINANCIAL PERFORMANCE

(Rs. in Lacs) Current Year Previous Year

Net Sales/Income from operations 1742.12 1221.17 (including Excise)

Other Income 17.04 78.69

Total Expenditure 1604.03 1191.02

Gross Profit/(Loss) before Interest, 89.13 108.84

Depreciation and Taxation

Interest 2.38 3.16

Gross Profit/(Loss) after Interest 86.75 105.68 but before Depreciation and Taxation

Provision for Depreciation 32.92 29.71

Profit/Loss before taxation 53.83 75.97

Provision for Taxation (net of MAT credit) 18.89 25.33

Net Profit / (Loss) 34.94 50.64

OPERATIONS

Your Company has seen an overall growth from its trading division during the year. During the current financial year the Company has achieved a turnover of Rs. 1742.12 Lacs as against the turnover of Rs. 1221.17 lacs in the previous year. The turnover of the company has increased showing change in the consumer buying behavior and in Retail Industry in India as Multistoried Malls and huge Shopping Centers, Complexes have come up in large numbers in the country. The net profit of the Company was Rs.34.94 lacs as against Rs. 50.64 Lacs in the previous year. The reason for fall in our profits has been the cut throat competition in FMCG Sector, Particularly in Mother Care and Baby care products consequently margins were highly restricted.

Your Company is strengthening its trading activities in its food division by way of adding other products in its trading activities and the Company is hopeful to further increase in its turnover. With these steps taken, the turnover as well as profitability of your Company is expected to increase in the coming years.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company’s Equity Shares at present are listed at Bombay Stock Exchange Limited, Mumbai.. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS

Sh. S.S.L.Gupta and Sh. GPAgarwal, Directors are to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.UP Hill Electronics Corporatiom Limited (HILTRON) has nominated Shri Bharat Sinha as their Nominee Director on the Board of your Company in place of Shri Vishal Singh w.e.f. 11.02.2011. The Board of Directors welcome the appointment of Shri Bharat Sinha and place on record their sincere appreciation for valuable guidance provided by Shri Vishal Singh during the tenure of his directorship.

AUDITORS

M/s B.K. Shroff & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview and Industry Structure and Developments:-

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 care, baby care products and ready to eat food etc in India is growing day by day and there is a good Market Potential. Indian population, particularly the middle class and the rural segments, gives an opportunity to producers of branded products to convert consumers to branded products from unbranded products. Within FMCG, our products like Kindoh Biscuits and Real Thai foods are already in the positive. Our biggest drag is from the latest in the FMCG business, the personal care. International competitors are now going for volume and there is intense competition and price war.

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 in new products, increasing the distribution footprint, increasing the sellout by effective marketing techniques/activities in the fast changing scenario.

Threats

The existing tax structure and its high overall incidence, however, have been hampering the growth of the Trading Companies. In this era of liberalization of Indian Economy, new and strong competitors with the product range similar to those of the Company can enter into the market with different brands which may put an adverse impact on the sales of the Company.

Segment wise or Product wise performance

The Company's core competence area continues to be trading in FMCG in which the Company is doing well. Strong Brand equity, Market Leadership and offering consumers a broad portfolio of products are the strategies been adopted by your company for product and market development.

Outlook

There are abundant opportunities available in the Indian market where your company through its distributor network can deliver its product in the market. However, what we will bring to the table that others are not able to do is bringing of food and beverages expertise to the knowledge of the Indian consumer to win his loyality for our brands. Here, there is a lot of synergy that we can bring to the table.

Risks and concerns

Due to appreciation of US dollar against Indian Rupees, increase in the Customs Duty by the Government of India and new competitors with the product range similar those of the Company may affect the operations of the Company.

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 principal that Human Resources are the best Assets for any Organization. Thus we keep on investing on them through modern trainings and seminars.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217 (1)(b) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is given in Annexure 'A forming part of this report. Form 'A requiring disclosure of conservation of energy is not applicable in the case of your company.

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on the Corporate Governance is given in Annexure 'B' which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirms that:

i. in the preparation of annual accounts, applicable accounting standards have been followed along with proper explanation related to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv The Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, bank, management team and the entire work force for their commitment and look forward to their continued support in future.

For and on behalf of the Board of Directors S.L. Baluja CHAIRMAN OF THE MEETING

Place : New Delhi Dated : 05th August,2011

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Mar 31, 2010

The Directors of your Company have pleasure in presenting their Twenty First Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year

Net Sales/Income from operations 1221.17 987.35

(including Excise)

Other Income 78.69 1666 77

Total Expenditure 1191.02 929 08

Gross Profit/(Loss) before Interest, 108.84 1725 04

Depreciation and Taxation

Interest 3.16 8.91

Gross Profit/(Loss) after

Interest 105.68 1716.13

but before Depreciation and

Taxation

Provision for Depreciation 29.71 15 11

Profit/Loss before taxation 75.97 1701.02

Provision for Taxation (net

of MAT credit) 25.33 17 94

Net Profit/(Loss) 50.64 1683 08

OPERATIONS

Your Company has seen an overall growth from its trading division during the year During the current financial year the Company has achieved a turnover of Rs. 1221 17 Lacs as against the turnover of Rs 987 35 lacs in the previous year The net profit was Rs.50.64 lacs as against Rs. 1683 08 Lacs in the previous year. The net profit of the last year included profit of Rs. 1590.86 lacs realized on sale of its entire land & Building including plant & machineries and other allied assets of its unit of Black & white T V Picture Tubes at Kichha.

Your Company is strengthening its trading activities by way of adding other products in its trading activities and the Company is hopeful to further increase in its turnover. With these steps taken, the turnover as well as profitability of your Company will increase in the coming years.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review

STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares at present are listed at Bombay Stock Exchange Limited, Mumbai It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc

DELISTING

The application for Voluntary delisting of equity shares of your Company from Calcutta Stock Exchange has been admitted and accordingly, the Companys Equity Shares have been delisted from Calcutta Stock Exchange w.e.f. 16lh February, 2010.

BOARD OF DIRECTORS

Sh S L Baluja and Sh. Satish Jain, Directors are to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment .

AUDITORS

M/s B K Shroff & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217 (1)(b) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is given in Annexure A forming part of this report. Form A requiring disclosure of conservation of energy is not applicable in the case of your company

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on the Corporate Governance is given in Annexure Bwhich forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act. 1956 the Directors hereby confirms that:

i in the preparation of annual accounts, applicable accounting standards have been followed alongwith proper explanation related to material departures,

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period,

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals. distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, bank, management team and the entire work force for their commitment and look forward to their continued support in future.

For and on behalf of the Board of Directors

Place : New Delhi S.L. Baluja

Dated : 09th August,2010 CHAIRMAN OF THE MEETING