Directors Report of Rama Vision Ltd.

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