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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
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VOLUME 350
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OPEN 1.72
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VOLUME 350
52-Week high 3.93
52-Week low 1.23
P/E 1.85
Mkt Cap.(Rs cr) 4
Buy Price 1.57
Buy Qty 800.00
Sell Price 1.72
Sell Qty 1.00

Euro Multivision Ltd. (EUROMULTI) - Director Report

Company director report

To

The Members

Euro Multivision Limited

Your Directors hereby present the Twelfth Annual Report together with the AuditedFinancial Statements of the

Company for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)
Particulars Year Ended 31st March 2016 Year Ended 31st March 2015
Revenue from operations 2408.78 1478.79
Other Income 84.11 762.69
Total Income 2492.89 2241.48
Less: Total Expenditure 2510.11 1601.99
Earnings Before Interest Depreciation and Tax (17.22) 639.49
Less : Interest and other finance expenses 4698.67 4720.72
Less: Depreciation 1409.05 1409.84
Less: Exceptional Items - 7819.45
Profit/(Loss) Before Tax (6124.94) (13310.52)
Less: Provision of Tax - -
Net Profit/(Loss) After Tax (6124.94) (13310.52)
Add: Transitional Adjustments to Carrying Value of Tangible Assets whose revised useful life has expired - (20.90)
Add: Balance Brought forward from the previous year (28866.11) (15534.69)
Balance Carried forward to Balance Sheet (34991.06) (28866.11)

FINANCIAL REVIEW:

The turnover of the Company for the year ended 31st March 2016 increased by 62.89%and stood at Rs.2408.78 Lakhs as against Rs.1478.79 Lakhs in the previous year. During theyear under review your Company recorded total income of Rs.2492.89 Lakhs as againstRs.2241.48 Lakhs in the previous year. The year under review was adversely affected due tostressed working capital and liquidity crunch thereby affecting the earning capacity ofthe Company. However during the year the company has incurred loss of Rs.6124.94 Lakhs asagainst loss of Rs.13310.52 Lakhs in the previous year. Hence the resultant turnover andincome for the year under review was lower than that expected by the management.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond thecontrol of the Management. The products in which the Company is dealing is facing cutthroat competition. The supply pressure in the market is leading to the buyers’market and price erosion. At the same time the costs have increased due to inflation inthe economy and devaluation of Rupee against the foreign currencies. Due to this thecompany is currently facing liquidity mismatch wherein it is not generating enough cashflows to meet its debt obligations on time. Further there is huge dumping of the productsfrom China and other Countries which has resulted in the stiff competition and pricereduction which has resulted in lower capacity utilisation.

Reductions in the subsidies and withdrawal of Government incentive programmes in majorEuropean markets have generated a negative sentiment for photovoltaic (PV) installations.At the same time huge dumping by Chinese Solar Products manufacturers resulted in the fallin prices. The severe fall in the prices of Solar Photovoltaic cells globally on accountof reduced demand resulted in the Company position in very tragic condition wherein theCompany is unable to stand in the Competitive and Price sensitive market. As a result theCompany has been unable to utilize its capacity and the cost of production of solar cellscontinues to be higher than the prevailing market prices.

With the continued pledge and commitment across developed and developing countries bythe governments towards renewable sources of energy demand for solar energy is expectedto improve.

FUTURE PROSPECTS:

JNNSM guidelines stipulate that the certain grid connected Solar PV plants in Indianeeds to install the Indian made Solar Modules which should contain Indian made SolarCells. This will create the market for Indian Solar cell Manufacturers to market theirproducts. US has imposed provisional anti dumping duty on solar products manufactured inChina. This will create the market for all the global manufacturers other than Chineseone. You Company has also envisages the huge potential of business opportunity goingahead. However at the same time the challenges in the form of adequate working capitalsupply of products of prevalent quality and product efficiency needs to be addressed byall the Indian players. The industry being such that the technology and product efficiencyupgadation is at a faster pace. Hence your Company needs to be at par with internationalstandard of product quality in order to remain competitive in the Market.

Indian Government is focused on the implementation of its various programmes ofpromoting solar power generation under the various schemes which are implemented at centreand state level. This will create new business opportunities for the solar industry.

REFERENCE TO BIFR:

In the financial year 2012-2013 the Company on the basis of the audited accounts forthe financial year ended as on 31st March 2012 and being mandatory filed the referenceunder section 15(1) of Sick Industrial Companies (Special Provisions) Act 1985 before theHon’ble Board for Industrial & Financial Reconstruction (BIFR). The abovereference has duly been registered by the Registrar of Hon’ble BIFR and hearings ofwhich are in the process for determination of sickness of the Company.

SHARE CAPITAL:

There was no change in share capital of the Company during the year 2015-2016. TheEquity shares of the Company are listed on National Stock Exchange of India Limited (NSE)and BSE Limited (BSE).

DIVIDEND:

In view of losses during the year under review your Directors do not recommend anydividend for the financial year 2015-2016.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding Subsidiary and Associates Company neither anyJoint Venture during the financial year 2015-2016.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Rajababu Kalla resigned from the position of Whole Time Director of the Companywith effect from 18th July

2016. However he was appointed as Chief Financial Officer of the Company with effectfrom 18th July 2016 pursuant to the provisions of Section 203 of the Companies Act 2013.

Mr. Hitesh Shah resigned from the position of Chief Financial Officer of the Companywith effect from 18th July

2016. However he was appointed as an Additional Director with effect from 18th July2016. The Company has received a notice in writing along with the requisite deposit from amember under Section 160 of Companies Act 2013 proposing his appointment as a Director ofthe Company.

Mr. Hitesh Shah was also appointed as the Whole-time Director of the Company for aperiod of five years with effect from 18th July 2016 subject to the approval of theshareholders at the ensuring Annual General Meeting the on terms and conditions as set outin the special resolution for his appointment in the notice of convening 12th AnnualGeneral Meeting of the Company. Mr. Hitesh Shah was appointed as the Chairman of theCompany with effect from 18th July 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year 31st March 2016and of the loss of the company for that period;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD:

During the year under review the Board met 4 (four) times details of which are givenin the Report on Corporate Governance. The intervening gap between the two consecutivemeetings was within the period prescribed under the Companies Act 2013.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual Directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of the

Independent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. The Board works with the Nomination and Remuneration Committeeto lay down the evaluation criteria. The evaluation framework for assessing theperformance of Directors comprises of the following key areas:

i. Attendance at the Meetings of the Board and Committees;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors. The Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee of the Company. The Board has devised questionnaire toevaluate the performances of each of Executive Non-Executive and Independent Directors.Such questions are prepared considering the business of the Company and the expectationsthat the Board have from each of the Directors.

A separate meeting of the Independent Directors was held for evaluation of performanceof non-independent Directors performance of the Board as a whole and performance of theChairman of the Companies.

COMMITTEES OF THE BOARD:

Subsequent to the changes in the Board of Directors the Board re-constituted some ofits Committees in accordance with the Companies Act 2013 and the Listing Regulations.There are currently three Committees of the Board as follows:

a. Audit Committee

b. Stakeholders’ Relationship Committee

c. Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" whichforms part of this Annual Report

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. It also supervises theCompany’s internal control and financial reporting process.

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of Listing Regulations. As on the date of signing ofthe Board Report the Audit Committee comprised of Mr. Sanjay Nandu and Mr. Anish ShahIndependent Directors and Mr. Hitesh Shah Whole-time Director of the Company.

Mr. Anish Shah Independent Director is the Chairman of Audit Committee of the Company.The Compliance

Officer of the Company act as Secretary to the Committee.

STATUTORY AUDITORS:

M/s. Deepak Maru & Co. Chartered Accountants Mumbai (FRN: 115678W) wereappointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on30th September 2014 for a term of five consecutive years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting.

Your Directors recommend the ratification of the appointment of M/s. Deepak Maru &Co. Chartered Accountants Mumbai as the Statutory Auditors of the Company.

AUDITORS’ REPORT:

With reference to the observations made by the Statutory Auditors in their Report onthe Audited Financial Statements for the year ended 31st March 2016 your Directors wouldlike to reply as under:

I. The financial statement have been prepared on a "going concern" basisinspite the fact that the Company’s financial facilities/arrangements have expiredand the same are overdue for repayment and the networth of the Company fully eroded andthe lenders have initiated legal proceedings against the Company for recovery.

Your Directors hereby state that considering the changes and new developments takingplace in the solar industry your Directors are optimistic about the better opportunityand turnaround of the Company. The Company is hopeful and awaiting comprehensive packageunder BIFR for resolution of debts from Banks and Financial Institutions.

II. The Company has not provided interest on unsecured loan amounting to Rs.176.76lakhs (Previous year Rs.233.07 lakhs) for the year ended 31st March 2016. Had the samebeen provided the loss for the year ending 31st March 2016 will increase by Rs.176.76lakhs (Previous year Rs.233.07 lakhs) and the corresponding liability will also increaseby Rs.176.76 lakhs as at 31st March 2016 (Previous Year Rs.233.07 lakhs).

In view of the heavy losses incurred by the Company since last many years the Companyhad requested its unsecured lenders that the Company is not in a position to pay theinterest on the loan amount. The unsecured lenders has co operated with the Company andhas considered the request of the Company. In view of the present liquidity condition ofthe Company it is not possible to pay any interest on the unsecured loans henceprovision for interest is not provided.

III. The Company has not provided for impairment or diminishing value of itsassets/investment as per ‘Accounting Standard 28 Accounting for Impairment ofAssets’ as notified under the Companies (Accounting Standards) Rules 2006 read withthe General Circular 15/2013 dated 13th September 2013 of the Ministry of CorporateAffairs in respect of Section 133 of the Companies Act 2013. The effect of suchImpairment or diminishing value has not been quantified by the management and hence thesame is not ascertainable.

The management has a policy to maintain the assets and keep them in working conditionso that its value does not get affected in long run. The management is optimistic aboutrealizing the value of its Assets / Investments nearest to its carrying value and thereis no further diminution in the value of its assets / investment other than depreciation /amortization.

IV. The Company has accumulated losses at the end of the financial year and at theimmediately preceding financial year and the Company has defaulted in repayment of loansand interest to the banks.

Your directors hereby state that the Company had working capital shortages during theyear and was unable to run the plants. Further the plants which were operational duringthe year were also run at lower capacity due to inadequate working capital and consequentliquidity crunch despite the demand of the products in the market. The increasing costand unabsorbed fixed costs resulted in the cash losses during the year and in the courseof time there were defaults in the repayment of the loans and interest to the Banks.However with the changing economic scenario the growing solar industry and increasingforeign investments in India the management is hopeful of arriving at a comprehensivebusiness restructuring along with the debt realignment proposal with the lenders underBIFR.

V. In respect of deposits accepted by the company before the commencement of this Actwithin the meaning of Section 74 & 75 of the Act and the Rules framed there under tothe extent notifiedthe principal amount of such deposits and interest due thereonremained unpaid even after expiry of one year from such commencement and the Company hasnot fileda statement within a period of three months from such commencement or from thedate on which such payments are due with the Registrar details as prescribedu/s.74(1)(a).

As you are aware the Company is facing losses since many years. The Company hasdefaulted in the repayment of the loans and advances which are due to the banks. Furtherthe said banks have prescribed for the stipulation as condition in the sanctioned termsthat the Company will not repay the unsecured loans and deposits till the banks are fullyrepaid for their financial loans. Further as you are aware the Company is facing hugefinancial crunch and does not have ability to repay the loans and deposits accepted beforethe commencement of this act.

VI. The Company has defaulted in repayment of loans and interests dues to the banks andfinancial institution. The principal outstanding of Term Loans and Cash Credit facilitiesamounts to Rs.20307.50 lakhs and overdue interest amounts to Rs. 19568.88 lakhs as atMarch 31 2016 subject to reconciliation with the banks. The period of default rangesaround 63 months.

During the years 2011-2012 and 2012-2013 the Company had incurred significant losseswhich had resulted in erosion of its net worth. The severe fall in the prices of SolarPhotovoltaic cells globally is on account of reduced demand which resulted in largeinventory at reduced prices leading to necessity for booking losses and thereby depletingworking capital. During the year 2011-2012 there was default in the repayment obligationsto banks and the relevant loan accounts viz. Term Loans Cash Credit Accounts anddevolvement of letters of credit.

In the financial year 2012-2013 the Company on the basis of the audited accounts forthe financial year ended 31st March 2012 and being mandatory filed the reference u/s15(1) of Sick Industrial Companies

(Special Provisions) Act 1985 before the Hon’ble Board for Industrial &Financial Reconstruction (BIFR). The above reference has duly been registered by thelearned Registrar of Hon’ble BIFR and hearings of which are in the process fordetermination of sickness.

INTERNAL AUDITORS:

The Company has appointed M/s. J H Ghumara & Co. Chartered Accountants Mumbai asits Internal Auditor for the financial year 2015-16. The Internal Auditors have giventheir report on quarterly basis to the Audit Committee.

Based on the report of internal audit function the Board takes corrective action inthe specific areas observed and thereby strengthen the controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. Manish Ghia & Associates Company Secretaries Mumbai as theSecretarial Auditors to conduct the Secretarial Audit of the Company for the FinancialYear 2015-16. The Report of the Secretarial Auditor is enclosed as Annexure IIwhich forms part of this report.

With regard to observations made by the Secretarial Auditors’ in their Reportyour Directors would like to state that:

a) As required under section 203 of the Act the company is yet to appoint a CompanySecretary;

The Company is in process of appointment of Whole time Company Secretary.

b) In respect of outstanding deposits as at 31st March 2015 the company was requiredto file Forms DPT-3 latest by 30th June2015 which is not filed;

c) The company has not complied with the provisions of Section 133 of the Actpertaining to Accounting Standards (AS-28) w.r.t Accounting for Impairment of Assets andAccounting Standards (AS-29) Provisions Contingent Liabilities and Contingent Assets thebrief particulars of which are stated in the Statutory Auditor’s Report in"point no c & e" under the heading Basis for Qualified opinion;

The Company has not made the provisions for diminution in the value of itsinvestments/assets wherever required in compliance of AS-28. Management has a policy tomaintain the assets and keep them in working condition so that its value does not getaffected in long run. The management is optimistic about realizing the value of its Assets/ Investments nearest to its carrying value and there is no further diminution in thevalue of its assets/investment other than depreciation / amortization and provided for.

The Company is in the process of identifying the creditors which are Micro Small andMedium Enterprises under MSMED Act. The provision for interest to such creditors is notascertainable at this stage.

d) Non filing of form DIR-9 in respect of default in payment of interest/repayment ofdeposit relating to financial year 2014-15; on account of the said default the directorsof the company at the time of default and continuing on the board on date have incurreddisqualification in terms of the provisions of Sec 164(2) of the Act;

e) Mr. Rajababu Kalla Whole Time Director of the company who retired by rotation atthe Annual General Meeting held on September 29 2015 was ineligible to seek reappointmentby virtue of section 164(2) of the Act and accordingly should have ceased to be a directorfrom the date of the Annual General Meeting and such cessation would also entail filing ofForm DIR-12;

f) The company is yet to file Annual Return on Foreign Liabilities and Assets asrequired under Foreign Exchange Management Act1999 for the financial year 2014-15 whichwas to be filed latest by 15th July 2015;

g) In respect of unpaid/unclaimed amount of dividend/interest/matured deposits/application money etc. the company is yet to file Form 5INV relevant to the financialyear ended 31st March 2015 and also to upload the same on its website; the said Form 5INVis required to be filed within 90 days from the date of Annual General Meeting which washeld on 29th September 2015;

h) Company has not complied with the following clauses/Regulation of Listing Agreementand LODR:

i. There was a delay of 7 days in submission of Annual Report for the year ended 31stMarch 2015 to the Stock Exchanges as required under clause 31 of Listing Agreement;

ii. Due to the observation mentioned in the sub-para "e" above the Companywas not able to comply with Regulation 17(1) of LODR of having at least one executivedirector on the Board;

iii. Due to the observation mentioned in the sub-para "e" above theCorporate Governance Report submitted to the Stock Exchanges for the Quarter endedSeptember 2015 and December 2015 does not reflect the correct position of thecomposition of the board w.r.t executive director.

With regard to paras (d) (e) and ((h) (ii & iii)) your management hereby statesthat the Company is a Sick Company within the meaning of Sick Industrial Companies(Special Provisions) Act 1985 and has filed a reference under Section 15 (1) of the saidAct before the Hon’ble Board for Industrial and Financial Construction based on itsAudited Financials for the year ended March 31 2012. The Company’s financialposition was under stress and consequently defaulted on its obligation to secured lendersand all the lenders have classified the Company’s account as Non-Performing Assets(NPA). Thus the Company was not in a position to repay the unsecured deposits as requiredunder the provision of Companies Act 2013. Further the hearings with the BIFR are underprocess for determination of sickness and final scheme of arrangement is yet to beprepared.

The Company has approached deposit holders for their co-operation and the depositorshave co-operated by renewing the deposit for further period and Company is also takingadequate steps to regularise the situation.

Further the Company is in process of obtaining a legal opinion to confirm whether theDirectors are disqualified under Section 164(2) (b) of the Companies Act 2013.

Your management hereby states that the non-compliances with regard to para nos. (b)(f) (g) and ((h) (i)) are unintentional and in the absence of Whole time CompanySecretary the compliances were missed out inadvertently.

VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instanceof fraud and mismanagement if any in accordance with Section 177 of the Companies Act2013. The mechanism also provides for adequate safeguards against victimization ofdirectors and employees who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in the exceptional cases. The details of the VigilMechanism Policy is explained in the Report on Corporate Governance and also posted on thewebsite of the Company i.e. www.euromultivision.com. We affirm that during the financialyear 2015-16 no employee or Director was denied access to the Audit Committee.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management anddetermination of salary of Directors Senior Management Personnel and any other employeesof the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

PARTICULARS OF REMUNERATION:

Disclosure with respect to the ratio of remuneration of each Directors to the medianemployees’ remuneration as required under Section 197 of the Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has been appended as Annexure III to this Report.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

INTERNAL FINANCIAL CONTROL:

The Company has adopted a formal Internal Financial Control policy during the financialyear under review. The Board evaluates the efficancy and adequacy of the financial controlsystem in the Company its compliance with the operation system accounting procedures atall level and strives to maintain the stanard in Internal Financial Control.

RISKS AND AREAS OF CONCERN: defined The Company has laid down a well- RiskManagement Policy covering the risk mapping trend analysis risk exposure potentialimpact and risk mitigation process. A detailed exercise is being carried out to identifyevaluate manage and monitor both business and non-business risk. The Board periodicallyreviews the risk and suggest steps to be taken to control and mitigate the same through aproperly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in ordinary course of thebusiness and on arm’s length basis. No material related party transactions wereentered during the year by your Company. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company’s website at www.euromultivision.com. Accordingly the disclosure pertaining to Related PartyTransactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 isnot applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantees or investments made by your Company under Section 186of the Companies Act 2013 during the financial year 2015-2016 are given in the Notes toFinancial Statements provided in this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing onCompany’s operations in future except for the following:

1. The Company’s Solar Photovoltaic Cells manufacturing unit is located in selfowned sector specific Special Economic Zone. According to the SEZ Act the units shouldhave positive Net Foreign Exchange Earning (NFE) which shall be calculated as perapplicable rules in cumulative blocks of five years starting from the commencement ofproduction. Due to global economic meltdown and steep fall in demand of Company’sproducts led to losses and thereby depleting working capital the company could notachieve positive Net Foreign Exchange in the first block of five years hence theadjudicating authority imposed a penalty of Rs.25.00 Crores under Rule 54 of the SEZ Rules2006 and directed the administrative to renew the LOA for further period of five years.The Company has filed an appeal to the Director General of Foreign Trade New Delhi forwaiver of the penalty imposed.

2. The Company has received notices u/s 13(2) of Securitization & Reconstruction ofFinancial Assets & Enforcement of Security Interest Act 2002 from the Cosmos Co-opBank Ltd and the State Bank of India for recovery of its outstanding dues towards variouscredit facilities extended to the Company from time to time. Further State Bank of Indiahas taken symbolic possession of immovable property of Optical Disc and Solar PhotovoltaicCells Unit under the Securitization & Reconstruction of Financial Assets &Enforcement of Security (Second) Interest Act 2002 and in exercise of the powers underSection 13(4) of the said Act read with rule 8 of the Security Interest (Enforcement)Rules 2002.

Further vide an order dated 4th March 2014 issued by Zilla Magistrate (Kutch-Bhuj)directing local Mamlatdar to take physical possesion of the said factory premises and tohandover the same to State Bank of India.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulationthe following have been made a part of the Annual Report:

a. Management Discussion and Analysis

b. Report on Corporate Governance.

c. Certificate regarding compliance of conditions of Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentreported during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

Details regarding Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are given in Annexure IV.

APPRECIATION:

Your Directors acknowledges with gratitude and wish to place on record their deepappreciation of continued support and co-operation received by the Company from thevarious Government authorities Shareholders Bankers Lenders Business AssociatesDealers Customers Financial Institutions and Investors during the year.

Your Directors place on record their deep appreciation of the dedication and commitmentof your Company’s employees at all levels and look forward to their continued supportin the future as well.

By Order of the Board of Directors
Hitesh Shah
Chairman & Whole Time Director
Place: Mumbai DIN : 00043059
Date: 16th August 2016
Registered Office:
F/12 Ground Floor
Sangam Arcade
Vallabhbhai Road
Vile Parle (West)
Mumbai 400 056