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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
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VOLUME 401
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OPEN 2.89
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VOLUME 401
52-Week high 3.26
52-Week low 1.30
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Euro Multivision Ltd. (EUROMULTI) - Director Report

Company director report

To

The Members

Euro Multivision Limited

Your Directors present the Thirteenth (13th) Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31stMarch 2017.

FINANCIAL HIGHLIGHTS:

(Rs.In Lakhs)
Particulars Year Ended 31st March 2017 Year Ended 31st March 2016
Revenue from operations 2156.14 2408.78
Other Income 23.83 84.11
Total Income 2394.39 2492.89
Less: Total Expenditure 2140.54 2510.11
Earnings Before Interest Depreciation and Tax 253.85 (17.22)
Less : Interest and other finance expenses 39.50 4698.67
Less: Depreciation & Amortization 1396.05 1409.05
Less: Exceptional Items - -
Profit/(Loss) Before Tax (1181.69) (6124.94)
Less: Provision of Tax - -
Net Profit/(Loss) After Tax (1181.69) (6124.94)
Add: Transitional Adjustments to Carrying Value of Tangible Assets whose revised useful life has expired - -
Add: Balance Brought forward from the previous year (34991.06) (28866.11)
Balance Carried forward to Balance Sheet (36172.75) (34991.06)

FINANCIAL REVIEW:

The turnover of the Company for the year ended 31st March 2017 decreasedby 10.48% and stood at Rs.2156.14 Lakhs as against Rs.2408.78 Lakhs in the previous year.During the year under review your Company recorded total income of Rs.2394.39 Lakhs asagainst Rs.2492.89 Lakhs in the previous year. The year under review was adverselyaffected due to stressed working capital and liquidity crunch thereby affecting theearning capacity of the Company. However during the year the company has incurred lossof Rs.1181.69 Lakhs as against loss of Rs.6124.94 Lakhs in the previous year. The Companyhas not provided for interest on financing facilities from secured lenders-banksamounting to Rs.5309.26 Lakhs for the year ended 31st March 2017. Had the samebeen accounted for; the net loss (after tax) would have been increased by Rs.5309.26Lakhs for the year ended 31st March 2017. 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 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 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. Your Company 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:

The Company on the basis of audited accounts for the financial year ended 31st March2012 had filed the reference under section 15(1) of the Sick Industrial Companies (SpecialProvisions) Act 1985 before the Hon'ble Board for Industrial and Financial Reconstruction(BIFR). The above reference had been duly registered by the Learned Registrar of Hon'bleBIFR. However Ministry of Finance vide notification dated November 25 2016 has repealedthe Sick Industrial (Special Provisions) Act 1985 (SICA) with effect from 1stDecember 2016. Accordingly BIFR Board was dissolved from that date and National CompanyLaw Tribunal (NCLT) was constituted under the Companies Act 2013 under the provisions ofThe Insolvency and Bankruptcy Act 2016.

SHARE CAPITAL:

There was no change in share capital of the Company during the year 2016-17. The paidup equity share capital of your Company as on 31st March 2017 is Rs.238000490/- (Rupees Twenty-Three Crore Eighty Lakh Four Hundred Ninety only) dividedinto 23800049 Equity shares of the 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 the saidStock Exchanges for the financial year 2016-17.

DIVIDEND:

In view of losses during the year under review your Directors do not recommend anydividend for the financial year 2016-2017.

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 2016-17.

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:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 and the Articles of Associationof the Company Mr. Hitesh Shah Chairman & Whole time Director of the Company retireby rotation at the ensuing Annual General Meeting and being offered herself forre-appointment.

Mr. Margen Gada Mr. Navin Nandu and Mrs. Lata Mehta were appointed as the IndependentDirectors of the Company by the members in the 12th AGM held on September 302016 for a period of 5 (five) years with effect from conclusion of 12th AnnualGeneral Meeting of the Company to hold office as such upto September 29 2021.

Mrs. Forum Shah Non-Independent Director Mr. Anish Shah Mr. Hansraj Gala and Mr.Sanjay Nandu Independent Directors of the Company vacated their respective positions assuch pursuant to the provisions of Section 167(1)(a) read with Section 164(2)(b) of theCompanies Act 2013 with effect from conclusion of 12th Annual General Meeting(AGM) of the Company held on 30th September 2016.

Pursuant Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (hereinafter referred to as 'Listing Regulations') andSecretarial Standards (SS-2) issued by the Institute of Company Secretaries of India(ICSI) brief resume of the Director proposed to be re-appointed in the ensuing AnnualGeneral Meeting are provided in Notice of 13th Annual General Meeting of theCompany.

Your Board recommends the appointment of the above Director for the approval of theMembers at the 13th Annual General Meeting of the Company.

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

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 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 31stMarch 2017 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 other business of the Board.

During the year under review the Board met 8 (eight) times. The details of themeetings of Board of Directors and the attendance of the Directors at the meetings areprovided in the Report on Corporate Governance. The intervening gap between the twoconsecutive meetings was within the period prescribed under the Companies Act 2013.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

In terms of applicable provisions read with Schedule IV of the Companies Act 2013 andRules framed thereunder and Regulation 17 of Listing Regulations read with Part D ofSchedule II of the Listing Regulations the Board of Directors has put in place a processto formally evaluate the effectiveness of the Board along with performance evaluation ofeach Director to be carried out on an annual basis.

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theevaluation of the Board and its performance the directors individually and the working ofits Audit Committee Stakeholders' Relationship Committee and Nomination and RemunerationCommittee of the Company was carried out by the Board. The Board has evaluated theperformance of each of Executive Non-Executive and Independent Directors considering thebusiness of the Company and the expectations that the Board have from each of them. Theevaluation framework for assessing the performance of Directors comprises of the followingkey areas:

i. Attendance of Board Meetings and Board Committee Meetings;

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.

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.

COMMITTEES OF THE BOARD:

Subsequent to the changes in the Board of Directors during the year under review theBoard re-constituted its Committees in accordance with the Companies Act 2013 and ListingRegulations. 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. The Composition of the AuditCommittee is also given in the Report on Corporate Governance which is annexed to thisreport.

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 2017 your Directors wouldlike to reply as under:

1. The attention is invited to the note no.3 of the financial statements towards thefact that the Company's financing 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 since more than 5 years.

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) and 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 March 31 2017 the Company's currentliabilities exceed its current assets by Rs.38575.71 lakhs. Further the networth of theCompany has fully eroded and the Company had filed for registration u/s. 15(1) of the SickIndustrial Companies (Special Provisions) Act 1985 before the Hon'ble Board forIndustrial & 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 is not 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 financing facilities from securedlenders-banks amounting to Rs.5309.26 lakhs for the year ended 31st March 2017. Had thesame been accounted for; the net loss (after tax) would have been increased by Rs.5309.26lakhs for the year ended 31st March 2017.

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. Attention is also drawn to the fact that the Company has not provided for impairmentor diminishing value of its assets/investment as per ‘Accounting Standard28-Accounting for Impairment of Assets' as notified under the Companies (AccountingStandards) Rules 2006 read with the General Circular 15/2013 dated 13th September 2013of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.The effect of such Impairment or diminishing value has not been quantified by themanagement and hence 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 value and there isno further diminution in the value of its assets/ investment other thandepreciation/amortization.

4. We draw attention to the fact that financial statements are subject to receipt ofconfirmation of balances from all of the debtors loans & advances investmentsbanks sundry creditors and other liabilities. Pending receipt of confirmation of thesebalances and consequential reconciliations/adjustments if any the resultant impact onthe financial statements is not ascertainable.

Few confirmations were received but some of them were not made available

5. We draw attention to the facts that the non-ascertainment of complete particulars ofdues to Micro Small and Medium enterprises if any under MSMED Act 2006 and provisionstowards interest if any is not ascertained at this stage which is not in conformity withpara14 of Accounting Standard 29-‘Provision Contingent Liabilities and ContingentAssets.

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

During the year under review the Auditor had not reported 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.

INTERNAL AUDIT:

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 on recommendation of Audit Committee M/s. Kavish Shah & Co.Chartered Accountants Mumbai were appointed as its Internal Auditor for the financialyear 2016-17. The Internal Auditors have given their report on periodical basis to theAudit Committee.

Based on the report of internal audit the management takes corrective action inrespective 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 Boardhas appointed M/s. Manish Ghia & Associates Company Secretaries Mumbai as theSecretarial Auditors to conduct the Secretarial Audit of the Company for the FinancialYear 2016-17.

The Report of the Secretarial Auditor is appended to this Report 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 LODR which requiresCompany Secretary to be appointed as Compliance Officer;

The Company is in process of appointment of Whole time Company Secretary. The Companyhas also given advertisement in newspaper for the vacancy however still suitablecandidate is awaited.

b) 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 noc & e" under the heading Basis for Qualified opinion;

The Company has 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 itsAssets/Investments nearest to its carrying value and there is no further diminution inthe value of its assets/investment other than depreciation/amortization and provided for.

c) in respect of outstanding deposits as at 31st March 2016 the company was requiredto file Forms DPT-3 latest by 30th June2016 which is not filed;

d) there has been a delay of 1 month in transferring the Share Application Moneyamounting to Rs.54720 pertaining to financial year 2009-10 into Investor Education andProtection Fund;

The non-compliance in regards to para no. (c) and (d) are unintentional and in absenceof Whole time Company Secretary the compliances were missed out inadvertently.

e) the entire Board which continued till 30th September 2016 was incurred with thedisqualification in terms of the provisions of Sec 164(2)(b) of the Act also the vacationof the Board that took place on 30th September 2016 was not in accordance with theprovisions of Act; further due to which the composition of mandatory committees of Boardwas also not in accordance with the respective provisions of the Act;

i. pursuant to our observation at "e" above the Company is not in compliancewith Regulation 17(1) 18(1) & 19(1) of LODR; and

ii. the Composition of the Board and mandatory committees mentioned in CorporateGovernance Report submitted to the Stock Exchanges for the Quarter ended June 30 2016does not reflect the correct position due to our observation mentioned in the sub-para"i" above.

Your Company has obtained a legal opinion after the receipt of Secretarial Audit Reportdated August 12 2016 for the year ended March 31 2016 to confirm whether the Directorsare disqualified under Section 164(2)(b) of the Companies Act 2013.

Legal opinion stated that the existing Directors of the Company are disqualified underSection 164(2)(b) of the Companies Act 2013.

After detail discussion on the basis of the legal opinion the Board Members decided toappoint new Directors on the Board of the Company as well as re-constitute the Committeesof the Board as per applicable provisions of Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

The members at the 12th Annual General Meeting held on September 30 2016 appointed Mr.Hitesh Shah as Whole Time Director of the Company and Mr. Navin Nandu Mr. Margen Gada andMrs. Lata Mehta as Independent Director of the Company. Further all the Committees werere-constituted as per the provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.The existing disqualifiedDirectors vacated from the position of directorship of the Company pursuant to theprovisions of Section 167(1)(a) read with Section 164(2)(b) of the Companies Act 2013with effect from conclusion of 12th Annual General Meeting (AGM) of the Company held onSeptember 30 2016.

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 detail of the VigilMechanism Policy is explained in the Report on Corporate Governance and also available onthe website of the Company athttp://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf. Weaffirm that during the financial year 2016-17 no employee or Director was denied accessto the Audit Committee.

PARTICULARS OF REMUNERATION:

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.

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 and Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hasbeen appended as Annexure III to this Report.

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 efficacy and adequacy of financial control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and strives to maintain the Standard in Internal FinancialControls.

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 risk. The Board periodically reviews the risk and suggest stepsto be taken to control and mitigate the same through a properly defined 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. No material related party transactionswere entered during the year under review by your Company. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website athttp://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf. Accordingly the disclosure pertaining to Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.

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 2016-2017 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.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL STATEMENT 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 2016-17 to which this financial statementrelates and the date of this report.

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 and are appended to this report:

a. Management Discussion and Analysis

b. Report on Corporate Governance.

c. Declaration on Compliance with Code of Conduct

d. Auditors' Certificate regarding compliance with 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 harassmentduring 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 regarding Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo read along with Rule 8 of the Companies (Accounts)Rules are given in Annexure IV.

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 Corporate SocialResponsibility initiatives.

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 support inthe future as well.

By Order of the Board of Directors
For Euro Multivision Limited
Hitesh Shah
Place: Mumbai Chairman & Whole Time Director
Date : 25th August 2017 DIN: 00043059

Annexure IV

STATEMENT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITHTHE COMPANIES (ACCOUNTS) RULES 2014

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 312017 isgiven here below and forms part of the Board's Report.

A. Conservation of Energy:

In line with the Company's commitment towards conservation of energy all segmentscontinue with their efforts to improve energy efficiency. Some of the additional stepstaken are as under which has helped Company in cost reduction and product improvement:

i. The manufacturing facility operates in Class 10000 (class 10000 clean rooms whichenable to produce clean sterile aseptic and dust-free products and components)environment with antistatic work stations. The plant is fully automated with least humanintervention which ensures international quality standards with optimum utilization ofinstalled capacities.

ii. The Company continues its efforts to reduce and optimize the use of energyconsumption by opting power effective replacements of equipments and electricalinstallations.

B. Research & Development and Technology Absorption :

The Company had imported in the financial year 2004-05 and 2006-07 and absorbed thetechnology from VDL ODMS Netherlands for optical disc unit and imported in the financialyear 2008-09 technology from OTB Solar Netherlands for its Solar Photovoltaic Cells unit.

The ongoing Research and development is carried out during the course of production inthe direction of production efficiency and quality standards.

C. Foreign Exchange Earnings and Outgo:

The information on foreign exchange earnings and outgo is contained in Notes formingpart of the Financial Statement.

D. Future plan of action are as under:

The Company is considering sustainable business model considering the changed and newdevelopments taking place in the Solar Industry.

By Order of the Board of Directors
For Euro Multivision Limited
Hitesh Shah
Place: Mumbai Chairman & Whole Time Director
Date : 25th August 2017 DIN:00043059