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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
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VOLUME 200
52-Week high 2.10
52-Week low 0.55
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.57
Buy Qty 50.00
Sell Price 0.57
Sell Qty 4000.00

Euro Multivision Ltd. (EUROMULTI) - Director Report

Company director report

To

The Members

Euro Multivision Limited

Your Directors are hereby to present the Fifteen (15 ) Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31 March2019.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)
Particulars For the Year ended 31 March 2019 For the Year ended 31 March 2018
1 Total Revenue (Net) 869.77 1246.00
2 Profit before Depreciation & Amortization Expenses
Finance Cost and Tax (166.36) (319.13)
3 Less : Depreciation and Amortization Expenses 1393.75 1396.30
Finance Cost 3.53 3.45
4 Profit before Tax (1563.64) (1718.88)
5 Less: Current Tax / Earlier Years Tax 138.84 -
6 Profit after Tax (1702.48) (1718.88)
7 Other Comprehensive Income 4.33 (7.19)
8 Balance of Profit as per last Balance Sheet (37898.83) (36172.26)
9 Balance Available for Appropriation (39596.98) (37898.83)
10 Bonus Shares issued - -
11 Rate of Paid Dividend - -
12 Dividend paid - -
13 Tax on Dividend - -
14 Transfer to General Reserve - -
15 Balance of Profit carried to Balance Sheet (39597.30) (37898.83)

FINANCIAL REVIEW:

The total revenue (net) of the Company for the year ended 31 March 2019 decreased by30.20% and stood at Rs. 869.77 Lakhs as against Rs. 1246.00 Lakhs in the previous year.The year under review was adversely affected due to stressed working capital and liquiditycrunch thereby affecting the earning capacity of the Company. During the year the Companyhas incurred loss of Rs. 1698.15 lakhs as against loss of Rs.1726.07 Lakhs in theprevious year. The Company has not provided for interest on financing facilities fromsecured lenders-banks which is yet subject to

confirmation and / or settlement amounting to Rs. 6684.83 lakhs for the year ended31 March 2019. Had the same been accounted for; the net loss (after tax) would have beenincreased by Rs. 6684.83 lakhs for the year ended 31 March 2019. Hence the resultantturnover and income for the year under review was lower than that expected by themanagement.

TRANSFER TO RESERVE:

During the year under review no amount was transferred to Reserve.

STATE OF THE COMPANY'S AFFAIRS:

Make in India's campaign has formed an ideal base for India's manufacturing segmentbut for sustainable growth India needs to accommodate best prevailing practices followedby established manufacturing countries across world.

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 andprice erosion. At the same time the costs have increased due to inflation in the economyand devaluation of Rupee against the foreign currencies. Due to this the Company iscurrently facing liquidity mismatch wherein it is not generating enough cash flows to meetits debt obligations on time. Further there is huge dumping of the products from China andother countries which has resulted in the stiff competition and price reduction which hasresulted 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 of 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.

PERFORMANCE OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES:

As on 31 March 2019 the Company does not have any Subsidiary Associate or JointVenture company.

FUTURE PROSPECTS:

India today stands among the top five countries in the world in terms of renewableenergy capacity thus your Company projects potential in the future. To catch up with thegrowing opportunities in the Solar PV Sector the challenge before your Company is toreduce the per unit cost. Hence there is a continuous need to innovate to increaseefficiencies and bring down costs. As the industry being such that the technology andproduct efficiency upgradation is at the faster pace your Company needs to be at par withinternational standards for product quality in order to remain competitive in the Market.

SHARE CAPITAL:

There was no change in the Share Capital of the Company during the year 2018-19. Thepaid up equity share capital of your Company as on 31 March 2019 is Rs. 238000490/-(Rupees Twenty-Three Crore Eighty Lakh Four Hundred Ninety only) divided into 23800049Equity shares of face value of Rs.10/- (Rupee Ten) each.

LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). The Company has paid the requisite listing fees to therespective Stock Exchanges for the financial year 2018-19.

DIVIDEND:

In view of accumulated losses your Directors do not recommend any dividend for thefinancial year 2018-2019.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 76 of the Companies Act 2013 (‘the Act') read withCompanies (Acceptance of Deposits) Rules 2014.

HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31 March 2019 the Company does not have any Subsidiary Associate or JointVenture company. Hence preparation of consolidated financial statements and statementcontaining salient features of the Subsidiary/ Associate or Joint Ventures companies inForm AOC-1 as per the provisions of Section 129 of the Companies Act 2013 is notapplicable to the Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 in Form MGT 9 is appended to this Report as "Annexure I".

Further pursuant to the provisions of Section 134(3)(a) the annual return of theCompany for the year under review shall be made available on the website of the Companyviz. www.euromultivision.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 and the Articles of Association ofthe Company Mr. Hitesh Shah Chairman & Whole time

Director of the Company retires by rotation and being eligible has offered himselffor re-appointment at the ensuing Annual General Meeting (AGM). The Notice convening theforthcoming AGM includes the proposal for reappointment of aforesaid Director alongwithbrief resume and other details as required under the Listing Regulations and SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI).

Further as recommended by the Nomination & Remuneration Committee Mr. AbhishekManchekar was appointed as the Company Secretary and Compliance Officer of the Companyw.e.f. 13 June 2019 by the Board of Directors.

The Company has received the declaration from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Act a formal annual evaluation needs to be made bythe Board of its own performance and that of its Committees and individual directors.Schedule IV to the Act states that the performance evaluation of the independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The Board works with the Nomination and Remuneration Committee to lay down theevaluation criteria.

The Board has carried out evaluation of its own performance the directors individuallyas well as the working of its Audit Committee Nomination & Remuneration Committee andStakeholders' Relationship Committee of the Company. The Board has devised questionnaireto evaluate the performances of each of Executive Non-Executive and IndependentDirectors. Such questions are prepared considering the business of the Company and theexpectations that the Board have from each of the Directors. The evaluation framework forassessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management. v. Ability to contribute to andmonitor our corporate governance practices

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 hereby state 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. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31March 2019 and of the loss of the Company for that period;

3. the Directors 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. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from the other business of the Board.

During the year under review the Board met 5 (five) times. The details of the meetingsof Board of Directors and the attendance of the Directors at the meetings are provided inthe Report on Corporate Governance. The intervening gap between the two consecutivemeetings was within the period prescribed under the Companies Act 2013 and SecretarialStandard on Board Meetings (SS-1) issued by ICSI.

COMMITTEES OF THE BOARD:

The Board has constituted its Committees in accordance with the provisions of theCompanies Act 2013 and as per the Listing Regulations. There are currently threeCommittees of the Board which are stated as follows:

a. Audit Committee; b. Stakeholders' Relationship Committee; c. Nomination andRemuneration Committee.

Details of all the Committees along with their charters composition and meetings heldduring the year 2018-19 are provided in the "Report on Corporate Governance"which forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. The Audit Committee ofthe Company reviews the reports to be submitted with the Board of Directors with respectto auditing and accounting matters. It also supervises the Company's internal control andfinancial reporting process.

The Composition of the Audit Committee is also given in the "Report on CorporateGovernance" which forms part of this Annual Report.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Companies Act 2013 Members of the Companyat the 14 Annual General Meeting held on 28 September 2018 had appointed M/s. Rasesh Shah& Associates Chartered Accountants (Firm Registration No. 108671W) as the StatutoryAuditors for a term of 5 years commencing from the conclusion of 14 Annual General Meetingtill the conclusion of the 19 Annual General Meeting to be held in year 2023.

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing 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 form the year ended 31 March 2019 your Directors wouldlike to reply as under:

1. The Company's financial facilities/arrangements including Term Loans WorkingCapital Facilities and Non Fund Based Credit Facilities have expired and the accounts withthe Banks have turned into Non Performing Assets.

The Company is unable to renegotiate restructure or obtain replacement of financingarrangements and the banks have initiated legal proceedings for the recovery from theCompany u/s. 19 of the Debt Recovery Tribunal (DRT) u/s. 13(2) of the Securitization& Reconstruction of Financial Assets & Enforcement of Security (Second) Interest(SARFAESI) Act 2002. In addition to this the Company has been continuously incurringsubstantial losses since past few years and as on 31 March 2019 the Company's currentliabilities exceed its current assets by Rs. 40623.69 lakhs. Further the net-worth ofthe Company has fully eroded and the Company had filed for registration u/s. 15(1) of theerstwhile Sick Industrial Companies (Special Provisions) Act 1985 before the erstwhileHon'ble Board for Industrial & Financial Reconstruction.

All the above events indicate a material uncertainty that casts a significant doubt onthe Company's ability to continue as a going concern and therefore it may be unable torealize its assets and discharge its liabilities in the normal course of business. Thefinancial results do not disclose the fact that the fundamental accounting assumption ofgoing concern has not been followed.

Considering the changes and new developments taking place in the solar industry themanagement is optimistic about the better opportunity and turnaround of the Company.

2. The Company has not provided for interest on banking credit facilitiesamounting to Rs. 6684.83 lakhs for the year ended 31 March 2019. Had the same beenaccounted for; the net loss (after tax) for the year ended March 31 2019 would have beenincreased by Rs. 6684.83 lakhs.

The Company has been continuously striving to settle and negotiate its financialarrangements with various lenders. The Company has from time and again approached thelenders with proposal of one time settlement and is of the view that the same shall beconcluded successfully in near future.

3. The Company has not provided for impairment or diminishing value of itsassets as per ‘Indian Accounting Standard (Ind AS) 36' as specified under section 133of the Companies Act 2013. The effect of such Impairment or diminishing value has notbeen quantified by the management and hence the impact of the same 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 amount and thereis no further diminution in the value of its assets/investment other than depreciation /amortization.

4. The financial statements have been prepared with regards to non-receipt ofconfirmation of balances from few of the debtors Unsecured Loans loans & advancesinvestments banks sundry creditors and other liabilities. Pending receipt ofconfirmation of these balances and consequential reconciliations / adjustments if anythe resultant impact on the financial statements is not ascertainable.

The Company has policy of confirming balances at least once in a year. However onaccount of non-receipt of adequate and timely response the same is still in process.

5. The financial statements are prepared considering non-ascertainment ofcomplete particulars of dues to Micro Small and Medium enterprises if any under MSMEDAct 2006 and provisions towards interest if any is not ascertained at this stage whichis not in conformity with ‘Ind AS 37 - Provision Contingent Liabilities andContingent Assets'.

In view of the management the impact will not be material.

6. The Company for its Optical Disc's manufacturing unit had imported variousCapital Goods under the Export Promotion Capital Goods Scheme (EPCG) of the Government ofIndia through various licenses at concessional rates of Custom Duty on an undertaking tofulfill quantified exports within a period of eight years from the date of respectivelicenses. The Custom Duties so saved amounted to Rs. 2538.56 lakh and the correspondingExport obligation to be fulfilled amounted to Rs. 20308.50 lakhs however as on 31 March2019 the Export obligation yet to be fulfilled amounted to Rs. 19121.60 lakhs. Thestipulated period of 8 years to fulfill Export obligation has already expired and theCompany is required to pay the said saved Custom Duty together with interest @ 15% p.a.but the same has not been provided in books of accounts by the Company and the finalliability is presently unascertainable.

The Company till date has not received any order quantifying the liability. In factthe management has suo moto approached the appropriate authorities surrendered thelicenses and have lodged the counter claim for extinguishing their liability under thelicense in view of relevant zero duty notification. Hence the management is optimistic ofpositive outcome.

7. The Company's Solar Photovoltaic Cells manufacturing unit which is located inself-owned sector specific Special Economic Zone (SEZ). According to the SEZ Rules 2006the units should have positive Net Foreign Exchange Earning (NFE) which shall becalculated as per applicable rules in cumulative blocks of five years starting from thecommencement of production. The company could not achieve positive Net Foreign ExchangeEarnings in the first block of five years hence the Director General of Foreign Trade(DGFT) has imposed a penalty of Rs. 2500.00 lakhs under Rule 54 of the SEZ Rules 2006and the same has not been provided in books of accounts by the Company.

The Company has filed an appeal against the Order of honorable DGFT New Delhi with theCommerce Secretary Ministry of Corporate Affairs and is hopeful for positive outcome.

8. As required under section 203 of the Act the company is yet to appoint aCompany Secretary and the company is not in compliance with Regulation 6 of LODR whichrequires Company Secretary to be appointed as Compliance Officer.

The Company has appointed Mr. Abhishek Manchekar as the Company Secretary andCompliance Officer w.e.f. 13 June 2019.

9. In respect of deposits accepted by the company before the commencement ofthis Act within the meaning of section 74 & 75 of the Act and the Rules framed thereunder the principal amount of such deposits and interest due thereon remained unpaid evenafter expiry of one year from such commencement and the Company has not filed a statementwithin a period of three months from such commencement or from the date on which suchpayments are due with the Registrar details as prescribed u/s.74(1)(a). Further noapplication has been made for extension of time with the National Company Law Tribunalu/s. 74(2) of the Companies Act 2013 in this regards.

The non-compliances are unintentional and in absence of Whole time Company Secretarythe compliances were missed out inadvertently.

10. The Company has also accepted deposit in contravention to Section 73 read withSection 76 of the Companies Act 2013.

The Company has borrowed sums to meet the working capital requirement of the Company.The compliances relating to the same were missed inadvertently on account of absence ofCompany Secretary.

11. Overdue receivables aggregating to Rs. 37.58 lakhs as on 31st March 2019 towardspurchase of goods included under "Trade Receivables" owed to the Company by itsForeign Customers due for more than 6 months as on 31 March 2019. These balances have notbeen settled till 31 March 2019. The Company is yet to make an application to theauthorized dealer or Reserve Bank of India (RBI) for overdue receivable balances beyondthe prescribed time limits in accordance with Foreign Exchange Management Act (FEMA). Anypenalties that may be levied by RBI are presently not known and not given effect to in theIND AS financial statements.

The Company shall initiate the process for compliance of the same and approach RBI forapproval of self write off.

12. The Company has interest free borrowings classified under Non-Current FinancialLiabilities which are borrowed from various related parties and other lenders therepayment terms of which have not been agreed between the Company and the lenders. TheCompany has not fair valued such sums received in accordance with the provisions of‘Ind AS 109 Financial Instrument' and ‘Ind AS 113 Fair Value Measurement'. Theeffect of such treatment has not been quantified by the management and hence the same isnot ascertainable.

The Company considers the same to be repayable on demand and hence no fair value isrequired to be done. Also loans and borrowings are long outstanding and with no repaymentterms.

13. The Company did not obtain actuarial report and had not made any provision forGratuity and Leave Encashment for the year. The impact of such non-provisioning ofliability is unascertainable on the results and also relevant disclosures as requiredunder Ind AS 15 Employees Benefit have not been given.

The Company did not obtain such valuation report as the Company is a sick unit andmajority of the employees have left the Company. However the Company has not written offthe complete amount as it expects the same to be payable to the employees.

14. The Company has on the basis of their internal evaluation valued inventories atRs.11.14 lakhs. In the absence of valuation report or other documentary evidenceconfirming net realizable value of inventories we are unable to comment on realizationvalue of the inventories.

The inventories have become obsolete old expired and unusable. The management haswritten off the excess amount of inventory and has kept the inventory at realizable value.

15. The system of Internal Financial Controls over financial reporting with regard tothe Company were not made available to us to enable us to determine if the Company hasestablished adequate internal financial control over financial reporting and whether suchinternal financial controls were operating effectively under Clause (i) of Sub-section 3of Section 143 of the Companies Act 2013.

The management has internal control process in place. However no risk control matrixhas been documented. The management is planning to prepare the same at the earliest.

16. The Company has TDS demand outstanding amounting to Rs.3.15 lakhs pertaining tothe previous financial years. The Company is in the process of ascertaining theliabilities and rectifying such returns wherever required. No adjustment has been madefor the said sums in the financial statements.

The Company is in the process of filing rectification returns and or make paymentswherever required if any.

During the year under review the Auditor did not report any fraud under Section143(12) of the Companies Act 2013 therefore no detail is required to be disclosed underSection 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration Managerial Personnel) Rules 2014 and asrecommended by the Audit Committee the Company has appointed M/s. Shivlal Maurya &Co. Company Secretaries Mumbai as Secretarial Auditor of the Company for the financialyear 2018-19.

The Report of the Secretarial Auditor for F.Y. 2018-19 is appended to this Report andmarked as Annexure II.

With regard to observations made by the Secretarial Auditors' in their Report yourDirectors would like to state as under:

a) as required under section 203 of the Act the company is yet to appoint a CompanySecretary and the Company is not in compliance with Regulation 6 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which requires CompanySecretary to be appointed as Compliance Officer;

The Company has appointed Mr. Abhishek Manchekar as the Compliance Officer and CompanySecretary w.e.f. 13 June 2019.

b) the company has not complied with the provisions of Section 133 of the Actpertaining to ‘Indian Accounting Standard (Ind AS) 36' w.r.t Accounting forimpairment or diminishing value of its assets Ind AS 37 w.r.t non-ascertainment ofcomplete particulars of dues to Micro Small and Medium enterprises if any under MSMEDAct 2006 Ind AS 113 w.r.t Fair Value Measurement and Ind AS 109 w.r.t FinancialInstruments and Ind AS 19 w.r.t actuarial report and related to provision for Gratuity andLeave Encashment the brief particulars of which are stated in the Statutory Auditor'sReport in "point no c e k & l" under the heading Basis for Qualifiedopinion;

The Company has made the provisions for diminution in the value of itsinvestments/assets wherever required in compliance of Indian Accounting Standard (Ind AS)36. Management has a policy to maintain the assets and keep them in working condition sothat 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 and provided for.

The Company considers interest free borrowings as repayable on demand and hence no fairvalue is required to be done. Also loans and borrowings are long outstanding and with norepayment terms and the Company did not obtain actuarial report as the Company is a sickunit and majority of the employees have left the Company. However the Company has notwritten off the complete amount as it expects the same to be payable to the employees..

c) the Company has not complied with provision as prescribed under Clause (i) ofSub-section 3 of Section 143 of the Act pertaining to Internal Financial Controls overfinancial reporting the brief particulars of which is stated in the Statutory Auditor'sReport in "point no n" under the heading Basis for Qualified opinion;

The management has internal control process in place. However no risk control matrixhas been documented. The management is planning to prepare the same at the earliest.

d) in respect of outstanding deposits as at 31 March 2018 the company not filed FormsDPT-3;

The non-compliance in regards to para above is unintentional and in absence of Wholetime Company Secretary the compliances were missed out inadvertently.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 and on recommendation of Audit Committee M/s. ParitaNandu & Associates Chartered Accountants Mumbai were appointed as Internal Auditorof the company for the financial year 2018-19. The Internal Auditors submit their reporton periodical basis to the Audit Committee.

Based on the report of internal audit the management takes corrective action inrespective areas observed and thereby strengthen the controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control systemprevailing in the Company its compliance with operating systems accounting proceduresand policies at all locations of the Company and strives to maintain the Standards inInternal Financial Controls.

VIGIL MECHANISM / WHISTLE BLOWER 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 and also provides direct access to the Chairman of the AuditCommittee in the exceptional cases. The details of the Vigil Mechanism/ Whistle BlowerPolicy is explained in the Report on Corporate Governance and is also made available onthe website of the Company athttp://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf. Weaffirm that during the financial year 2018-19 no employee or Director was denied accessto the Audit Committee.

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 read withRule 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 read withRule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

The particulars of employees in compliance of provisions of Section 134(3)(q) read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is available for inspection to the members at the Registered Office of theCompany during working hours on all working days (except Saturday and Public Holidays)for a period of 21 days before the ensuing 15 Annual General Meeting and up to the date ofthe Annual General Meeting between 11.00 a.m. and 1.00 p.m.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations and on recommendation of the Nomination and RemunerationCommittee the Board of Directors have adopted a Policy on criteria for selection andappointment of Directors Senior Management personal and their remuneration. The salientfeatures of the Remuneration Policy are stated in the Report on Corporate Governance partof this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Audit Committee periodically reviews the riskmanagement policy and evaluates the systems managing the risks. The Board in addition tothe Audit Committee also periodically reviews the risks and recommends the steps to beundertaken to control and mitigate the risks through a well-organised framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013:

All Related Party Transactions entered during the year under review were in ordinarycourse of the business and on arm's length basis and the same are reported in the Notes tothe Financial Statements.

No material related party transactions were entered during the year under review byyour Company. Hence accordingly disclosure as required under Section 134(3) of theCompanies Act 2013 in Form AOC-2 is not applicable to the company.

The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company athttp://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

The details of loans guarantees or investments made by your Company under Section 186of the Companies Act 2013 during the financial year 2018-2019 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:

According to the SEZ Rules 2006 the manufacturing units situated in self-ownedspecific SEZ sector should have positive Net Foreign Exchange Earning (NFE) which shallbe calculated as per applicable rules in cumulative blocks of five years starting fromthe commencement of production. The Company's Solar Photovoltaic Cells manufacturing unitsituated in SEZ sector could not achieve positive Net Foreign Exchange Earnings in thefirst block of five years hence the Director General of Foreign Trade (DGFT) has imposeda penalty of Rs. 2500.00 lakhs under Rule 54 of the SEZ Rules 2006. In context to thisthe Company had filed an appeal before the Hon'ble Director General of Foreign Trade NewDelhi for waiver of the penalty imposed but the same was rejected. Subsequently theCompany has filed for meritorious allowance of Appeal before Office of Secretary ofCommerce Department of Commerce Ministry of Commerce and Industry New Delhi.

Other than the above no significant or material order has been passed by any regulatoror court or tribunal which impacts the going concern status of the Company or will havebearing on company's operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATESAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2018-19 to which this financial statementsrelates and the date of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34 read with Schedule V of the ListingRegulations the following have been made a part of the Annual Report and are appended tothis report:

a. Management Discussion and Analysis; b. Report on Corporate Governance; c.Declaration on Compliance with Code of Conduct; d. Auditors' Certificate regardingcompliance with conditions of Corporate Governance.

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

The Company has adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. TheCompany has constituted an Internal Complaint Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no complaint received by committee on sexual harassment during the year under review.

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

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules regardingConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo isannexed as "Annexure IV" forming part of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives.

MAINTAINENCE OF COST RECORDS:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules 2014 of Section 134(3)of Companies Act 2013 regarding maintenance of cost records are not applicable to theCompany.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the year underreview.

APPRECIATION:

Your Directors acknowledges with gratitude and wishes to place on record their deepappreciation for 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 places on record their deep appreciation for the dedication andcommitment provided by your Company's employees at all levels and looks forward for theircontinued support in the future as well.

For and on behalf of the Board of Directors of
Euro Multivision Limited
Hitesh Shah
Place: Mumbai Chairman and Whole-Time Director
Date: 14 August 2019 DIN: 00043059