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Euro Multivision Ltd.

BSE: 533109 Sector: Engineering
NSE: EUROMULTI ISIN Code: INE063J01011
BSE 00:00 | 13 Dec Euro Multivision Ltd
NSE 05:30 | 01 Jan Euro Multivision Ltd
OPEN 1.55
PREVIOUS CLOSE 1.43
VOLUME 4588
52-Week high 1.57
52-Week low 1.36
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.55
CLOSE 1.43
VOLUME 4588
52-Week high 1.57
52-Week low 1.36
P/E
Mkt Cap.(Rs cr) 3
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 are pleased to present the Seventeenth (17th) Annual Report of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2021.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars For the Year ended 31st March 2021 For the Year ended 31st March 2020
1 Total Revenue (Net) 98.69 79.25
2 Profit before Depreciation & Amortization Expenses Finance Cost and Tax (14.69) (119.22)
3 Less : Depreciation and Amortization Expenses 1380.96 1386.13
Finance Cost 0.76 3.69
4 Profit / (Loss) before Tax (1396.41) (1509.03)
5 Less: Tax 12.42 -
6 Profit / (Loss) after Tax (1408.84) (1509.03)
7 Other Comprehensive Income - (7.85)
8 Balance of Profit/ (Loss) as per last Balance Sheet (1408.84) (1516.88)
9 Balance Available for Appropriation (1408.84) (1516.88)
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/ (Loss) carried to Balance Sheet (1408.84) (1516.88)

FINANCIAL REVIEW:

The total revenue (net) of the Company for the year ended 31st March 2021 increasedby 24.53% and stood at Rs. 98.69Lakhs as against Rs. 79.25Lakhs in the previous year.During the year the Company has incurred loss of Rs. 1408.84 lakhs as against loss of Rs.1509.03 Lakhs in the previous year. The Company has not provided for interest on financingfacilities from secured lenders-banks which is yet subject to confirmation and / orsettlement amounting to Rs. 8603.43 lakhs for the year ended 31st March 2021. Had thesame been accounted for; the net loss (after tax) would have been increased by Rs.8603.43 lakhs for the year ended 31st March 2021. Hence the resultant turnover and incomefor the year under review was lower than that expected by the management.

COVID-19:

In lieu of the second wave of Covid-19 the Company has taken various measures toensure the safety and wellbeing of all employees and was ensuring compliance with thedirectives issued by the Central Government State Governments and local administrationfrom time to time in this regard.

The Company is engaged in manufacturing of Optical Discs and Solar Photovoltaic Cells.

TRANSFER TO RESERVE:

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

STATE OF THE COMPANY'S AFFAIRS:

The Company operates in two segments i.e. Opticals Disc and Solar Photovoltaic Cells.Make in India's campaign has formed an ideal base for India's manufacturing segment butfor sustainable growth India needs to accommodate best prevailing practices followed byestablished manufacturing countries across world.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond thecontrol of the Management. The COVID-19's impact on our lives and economy has been earthshattering. The lockdowns and restrictions have sent the global supply chain in disarrayand have halted industrial growth and have brought to the fore the importance of buildingdomestic manufacturing facilities.

PERFORMANCE OF SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANIES:

As on 31st March 2021 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.

On 30th July 2018 going by the recommendations of the Director General of TradeRemedies the Union Ministry of Finance imposed a 25 per cent Safeguard Duty (SGD) on theimports of solar cells/modules for two years. Moreover this was lowered in a phasedmanner. While the duty was 25 per cent for a year it was 20 per cent for the next sixmonths and for the remaining tenure ending July 2020 it stands at 15 per cent. The importlevy was meant to protect local manufacturers from the losses inflicted by cheapsubstandard imports.

There is an urgent need therefore for India to devise a policy framework aimed atcreating a diversified domestic manufacturing industry for solar industry as well asancillary products that could significantly reduce its import dependence ensure aself-sufficient sustainable and affordable energy access and generate greater employmentopportunities.

SHARE CAPITAL:

There was no change in the Share Capital of the Company during the year 2020-21. Thepaid up equity share capital of your Company as on 31st March 2021 is Rs. 238000490/-(Rupees Twenty-Three Crore Eighty Lakhs Four Hundred Ninety only) divided into 23800049Equity shares of face value of Rs.10/- (Rupee Ten only) 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 not yet paid the annual listing fees to therespective Stock Exchanges for the financial year 2020-21 due to financial crunch.

DIVIDEND:

In view of losses your Directors do not recommend any dividend for the financial year2020-2021.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the financial year underreview.

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 31st March 2021 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-2 as per the provisions of Section 129 of the Companies Act 2013 is notapplicable to the Company.

During the financial year under review no company ceased to be subsidiary or associateor joint venture.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2021 is available on the Company'swebsite and can be accessed at 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 (DIN: 00043059) Chairman & Whole time Director of theCompany retires by rotation and being eligible has offered himself for reappointment atthe ensuing Annual General Meeting (AGM).

Further Mr. Hitesh Shah was appointed as the Whole Time Director of the Company in theAGM held on 30th September 2016 for a period of five (5) years with effect from 18thJuly 2016 to 17th July 2021. It is proposed to re-appoint him as Whole Time Director foranother term of five (5) years in the ensuing AGM w.e.f. 18th July 2021 subject toapproval of shareholders in ensuing AGM.

Further the term of Mr. Navin P Nandu Mr. Margen V. Gada and Mrs. Lata T. Mehta asIndependent Directors of the Company shall expire on 29th September 2021.

Pursuant to Section 149(10) read with Schedule IV to the Companies Act 2013 anIndependent Director shall hold office for a term upto five consecutive years on the Boardof a Company but shall be eligible for re-appointment on passing a special resolution bythe Company for another term of five consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Companies Act 2013 and in view of longrich experience continued valuable guidance to the management and strong Boardperformance of Mr. Navin P Nandu Mr. Margen V. Gada and Mrs. Lata T Mehta it is proposedto the shareholders to re-appoint them for a second term as Independent Directors of theCompany for a period of 5 (five) consecutive years w.e.f. 30th September 2021 upto 29thSeptember 2026 at ensuing 17th AGM of the Company.

During the year under review the Board had appointed Mr. Amit Ashwin Nandu and Ms.Seema Shaikh as Additional Non-Executive Director of the Company w.e.f. 31st March 2021who shall hold office upto this ensuing AGM. It is also proposed to appoint them asNon-Executive Directors of the Company.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and SecretarialStandards on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) brief resume of the Directors proposed to be appointed/ re-appointed isannexed to the Notice convening 17th AGM.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16 (1) (b) of the Listing Regulations. There hasbeen no change in the circumstances affecting their status as independent directors of theCompany.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the databank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014 as per theMinistry of Corporate Affairs Notification dated 22nd October 2019.

During the year Mr. Abhishek Manchekar Company Secretary & Compliance Officer ofthe Company has resigned from the office of Company Secretary & Compliance Officer dueto personal reasons w.e.f. 28th June 2020.

Mr. Hitesh Shah Chairman and Whole Time Director of the Company has been appointed asthe Compliance Officer of the Company w.e.f. 28th June 2020 till the appointment ofCompany Secretary in place of Mr. Abhishek Manchekar. The Company is in search of suitablecandidate for the post of Company Secretary & Compliance Officer.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 312021 are Mr. Hitesh Shah Chairman & Whole-time Directorand Mr. Uday Thoria Chief Financial Officer of the Company.

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 & Remuneration Committee to lay downthe evaluation 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 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 & 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 31stMarch 2021 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 six (6) times i.e. on 27th June 2020 18thAugust 2020 6th October 2020 10th November 2020 13th February 2021 and 31st March2021. The details of the meetings of Board of Directors and the attendance of theDirectors at the meetings are provided in the Report on Corporate Governance. Theintervening gap between the two consecutive meetings was within the period prescribedunder the Companies Act 2013 Listing regulations Secretarial Standard on Board Meetings(SS-1) issued by ICSI read with the relaxations issued by SEBI vide Circular no.SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated 19th March 2020.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act aseparate meeting of the Independent Directors of the Company was held on 13th February2021 to review the performance of Non- Independent Directors the Board as whole theChairman of the Company and to discuss the matters related to the quality quantity andtimeliness of flow of information between the Company management and the Board.

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; and

c. Nomination and Remuneration Committee.

Details of all the Committees along with their charters composition and meetings heldduring the year 2020-21 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.

All the recommendations made by the Audit Committee were accepted and approved by theBoard.

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

STATUTORY AUDITORS:

At the 16th AGM of the Company held on 25th November 2020 M/s. S. S. Singhvi &Associates Chartered Accountants were appointed as Statutory Auditors of the Company fora period of five years from the conclusion of the 16th AGM till the conclusion of 21st AGMof the Company to be held in the year 2025 and to audit the financial statements of theCompany of financial years from 2020-21 to 2024-25.

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 2021 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 March 31 2021 the Company's currentliabilities exceed its current assets by Rs. 40652.37 lakhs. Further the networth of theCompany 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 facilities amounting toRs. 2242.84 lakhs for the quarter ended March 312021 and Rs. 8603.43 lakhs for the yearended March 31 2021. Had the same been accounted for the net loss (after tax) for thequarter ended March 31 2021 would have been increased by Rs. 2242.84 lakhs and for theyear ended March 312021 would have been increased by Rs. 8603.43 lakhs.

The proceedings of NCLT are ongoing for the Company.

3. On November 27 2019 the order of Debt Recovery Tribunal was passed wherein it hasbeen directed to the Company to clear dues amounting to Rs. 13971.99 lakhs and interestand penalty within a period of 2 months from the date of order failing which the Bankwill be entitled to sell the hypothecated assets mortgage properties and other personalmovable and immovable properties of the Company and guarantors. No action has been takenby the Company till the date of this report and consequential impact is unascertainable.

Application has been filed against the Company by one of the secured financial lenderwith The Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench on June 18 2020 toinitiate Corporate Insolvency and Resolution Process (CIRP) which is pending foradmission at NCLT. The consequential impact is unascertainable.

The proceedings of NCLT are ongoing for the Company.

4. The Company has not provided for impairment or diminishing value of its assets asper ‘Indian Accounting Standard (Ind AS) 36' as specified under section 133 of theCompanies Act 2013. The effect of such

Impairment or diminishing value has not been quantified by the management and hence theimpact 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.

5. The financial statements have been prepared with regards to non-receipt ofconfirmation of balances from few of the debtors Deposit Accounts Unsecured Loans loans& advances investments banks sundry creditors and other liabilities. Pendingreceipt of confirmation of these balances and consequential reconciliations / adjustmentsif any the 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.

6. The financial statements are prepared considering non-ascertainment of completeparticulars of dues to Micro Small and Medium enterprises if any under MSMED Act 2006and provisions towards interest if any is not ascertained at this stage which is not inconformity with ‘Ind AS 37-Provision Contingent Liabilities and Contingent Assets'.

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

7. The Company for its Optical Disc's manufacturing unit had imported various CapitalGoods under the Export Promotion Capital Goods Scheme (EPCG) of the Government of Indiathrough 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 lakhs and the correspondingExport obligation to be fulfilled amounted to Rs. 20308.50 lakhs however as on March 312021 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 motto 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.

8. 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 had filed an appeal against the Order of honorable DGFT New Delhi with theCommerce Secretary Ministry of Corporate Affairs and hearings have been completed. Afterhearing the submissions made on behalf of the Company Appellant Committee has reservedits order till date.

9. Amounts aggregating to Rs. 36.55 lakhs disclosed under Trade Payables in respect ofpurchase of traded goods raw materials spares and consumables from entities outsideIndia which are outstanding for more than 6 months which is not in compliance with theRegulations / Guidelines of the Foreign Exchange Management Act 1999. Any penalties thatmay be levied by the Reserve Bank of India and/ or any changes to the disclosure of theamounts in the financial results in this regard are not presently ascertainable.

The amount is towards material purchased for trading purpose and would be paid as andwhen demanded by the supplier.

10. In respectof deposits accepted bythe company before the commencement of this Actwithin the meaning of section 74 & 75 of the Act and the Rules framed there under theprincipal amount of such deposits and interest due thereon remained unpaid even afterexpiry of one year from such commencement and the Company has not filed a statement withina period of three months from such commencement or from the date on which such paymentsare due with the Registrar details as prescribed u/s.74(1)(a). Further no application hasbeen made for extension of time with the National Company Law Tribunal u/s.74(2) of theCompanies Act 2013 in this regards.

The non-compliances are unintentional and in absence of Whole Time Company Secretaryearlier the compliances were missed out inadvertently.

11. The Company Secretary had resigned from the Company and the Company has notappointed any other person and the position stands vacant till the date of our report andtherefore the company is not in compliance with Regulation 6 of LODR which requiresCompany Secretary to be appointed as Compliance Officer.

The Company is a sick unit and also in NCLT. However the Company is in search ofsuitable candidate for appointing him/her as a Company Secretary.

12. Overdue receivables aggregating to Rs. 39.68 lakhs as on March 31 2021 towardspurchase of goods included under "Trade Receivables" owed to the Company by itsForeign Customers due for more than 6 months as on March 312021. These balances have notbeen settled till March 312021. 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

Also of the total amount receivable as disclosed in the financial results amountingto Rs. 148.29 lakhs provisions for doubtful debts have been created at Rs. 67.94 lakhs.The allowance for bad and doubtful debts have been made based on the estimates and bestpossible judgement of the Company.

The Expected Credit Loss Method as required under Ind AS 109 has not been followedwhile making provision for doubtful debts. Based on the above we are unable to commentover the realisability of trade receivables provisioning and its overall impact on thefinancial results.

The Company has made an application and initiated the process for compliance as per RBIguidelines.

13. The Company has borrowings classified under Non-Current Financial Liabilitieswhich are borrowed from various related parties and other lenders the repayment terms ofwhich have not been agreed between the Company and the lenders. The Company has not fairvalued such sums received in accordance with the provisions of ‘Ind AS - 109 -Financial Instrument' and ‘Ind AS - 113 - Fair Value Measurement'. The effect of suchtreatment has not been quantified by the management and hence the same is notascertainable.

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.

14. 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.

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15. The Company has on the basis of their internal evaluation valued inventories atRs.17.18 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. Last year. Themanagement has written off the excess amount of inventory and has kept the inventory atrealizable value.

16. The Company has Gratuity liability payable to the employees amounting to Rs. 32.93lakhs which are long outstanding. No interest has been provided by the Company over thesame during the preparation of financial statements. The effect of such treatment has notbeen quantified by the management and hence the same is not ascertainable.

Most of the employees have left the Company still the Company believes that claim mayarise for such employees. However on account of losses of the Company and the Companybeing sick does not intend to provide for interest.

17. 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.

18. The Company has Income Tax demand outstanding amounting to Rs. 34.50 lakhs whichis still outstanding for AY 2009-10 consequential impact not known. The Company has TDSdemand outstanding amounting to Rs. 2.91 lakhs pertaining to the previous financialyears. The Company is in the process of ascertaining the liabilities and rectifying suchreturns wherever required. No adjustment has been made for the said sums in the financialstatements.

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

During the year under review the Statutory Auditors did not report any fraud underSection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under Section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration Managerial Personnel) Rules 2014 the Company hasappointed M/s. Shivlal Maurya & Co. Company Secretaries Mumbai as SecretarialAuditor of the Company for the financial year 2020-21.

The Report of the Secretarial Auditor for F.Y 2020-21 is appended to this Report andmarked as Annexure I.

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

a) During the period from 29th June 2020 to 31st March 2021 the Company had notappointed a Company Secretary as required under section 203 of the Act;

Mr. Abhishek Manchekar resigned as the Company secretary of the Company w.e.f. 28thJune 2020 Post which the Company is in search of suitable candidate for the post ofCompany Secretary of the Company.

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 Ind AS 109 w.r.t FinancialInstruments Ind AS 15 w.r.t Employees Benefit and Ind AS 19 w.r.t actuarial report andrelated to provision for Gratuity and Leave Encashment the brief particulars ofwhich are stated in the Statutory Auditor's Report in "point no. d f m &n" 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 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 accepted deposit in contravention to Section 73 read with Section 76of the Act;

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 earlier.

d) 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. q" 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.

e) in respect of outstanding deposits as at 31st March 2020 the company not filedForms DPT-3;

The non-compliance in regards to para above is unintentional and the compliances weremissed out inadvertently.

f) pursuant to my observation at "a" above the company was not in compliancewith Regulation 6 of LODR for a period between 29th June 2020 to 31st March 2021 whichrequires Company Secretary to be appointed as Compliance Officer;

Mr. Abhishek Manchekar resigned as the Company secretary of the Company w.e.f. 28thJune 2020 Post which the Company is in search of suitable candidate for the post ofCompany Secretary of the Company and further act as the Compliance Officer in terms ofRegulation 6 of Listing Regulations.

g) The Company does not have system in place pursuant to the provision of Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 regardingmaintenance of the data of the Insiders;

The Company is process of appointing agency for maintain the data related to insiders.

h) The Company delayed the disclosure to the Stock Exchanges by One Hundred & Six(106) days for the quarter ended 31st December 2020 pursuant to Regulation 76 of theSecurities and Exchange Board of India (Depositories and Participants) Regulations 2018regarding disclosures by listed entities to submit a quarterly Reconciliation of ShareCapital Audit Report within thirty days from close of the quarter;

Delay due to non-receipt of benpos data from Central Depository Securities Limited andNational Securities Depository Limited due to Non Payment of Annual Custodian fees by theCompany.

i) The Company delayed the disclosure to the Stock Exchanges by One Hundred &Fifteen (115) days for the quarter ended 31st December 2020 pursuant to Regulation31(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding disclosures by listed entities to submit aquarterly Shareholding patter within twenty one days from close of the quarter;

Delay due to non-receipt of benpos data from Central Depository Securities Limited andNational Securities Depository Limited due to Non Payment of Annual Custodian fees by theCompany.

 

Further attention is drawn by Secretarial Auditor on major corporate events having amajor bearing on the company's affairs are as under:

1. The shareholding of the promoter namely Mr. Nenshi Ladhabhai Shah and Mr. RayshiLakhdir Shah is freezed due to non-compliance with respect to Regulation 17(1) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 for non-appointmentof six (6) directors on the Board of the Company.

2. Trading in the securities of the company has been suspended w.e.f. 12th February2021 (vide Notice no. 20210112-49 dated January 12 2021) pursuant to the provisions ofSEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/12 dated January 22 2020.

3. Application has been filed against the Company by one of the secured financiallender with the Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench on 18th June2020 to initiate Corporate Insolvency and Resolution Process (CIRP) which is pending foradmission at NCLT. The consequential impact is unascertainable.

4. On 27th November 2019 the order of Debt Recovery Tribunal was passedwherein it has been directed to the Company to clear dues amounting to Rs. 13971.99 lakhsand interest and penalty within a period of 2 months from the date of order failing whichthe Bank will be entitled to sell the hypothecated assets mortgage properties and otherpersonal movable and immovable properties of the Company and guarantors. No action hasbeen taken by the Company till the date of this report and consequential impact isunascertainable.

5. 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.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8 2019 issued bySecurities and Exchange Board of India (SEBI) the Company has obtained SecretarialCompliance Report from M/s. Shivlal Maurya & Co. Practicing Company Secretaries (M.No. ACS 37655 C.P. No. 14053) on compliance of all applicable SEBI Regulations andcirculars / guidelines issued thereunder and the copy of the same is submitted to theStock Exchanges within the prescribed due date.

INTERNAL AUDITOR:

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 2020-21. The Internal Auditors submit their reporton periodical basis to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliances with operating systems accountingprocedures and policies and report the same to the Audit Committee on quarterly basis.

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

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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 at http://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf. We affirm thatduring the financial year 2020-21 no employee or Director was denied access to the AuditCommittee.

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 II 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 17th Annual General Meeting and up to the dateof the Annual General Meeting between 10.00 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.

RISK MANAGEMENT:

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 except with Mr. Hitesh Shah Chairman and Whole Time Director related to loantaken by the Company exceed the prescribed limit. Accordingly the disclosure as requiredunder Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable to theCompany.

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

.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

The details of loans guarantees or investments made by your Company under Section 186of the Companies Act 2013 during the financial year 2020-21 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:

Details of significant/material orders are as below:

1. On 27th November 2019 the order of Debt Recovery Tribunal was passed wherein ithas been directed to the Company to clear dues amounting to Rs. 13971.99 lakhs andinterest and penalty within a period of 2 months from the date of order failing which theBank will be entitled to sell the hypothecated assets mortgage properties and otherpersonal movable and immovable properties of the Company and guarantors. No action hasbeen taken by the Company till the date of this report and consequential impact isunascertainable.

2. Application has been filed against the Company by one of the secured financiallender with The Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench on June 182020 to initiate Corporate Insolvency and Resolution Process (CIRP) which is pending foradmission at NCLT. The consequential impact is unascertainable.

3. Attention is also drawn to the fact that the Company's Solar Photovoltaic Cellsmanufacturing unit which is located in self-owned sector specific Special Economic Zone(SEZ). According to the SEZ Rules 2006 the units should have positive Net ForeignExchange Earning (NFE) which shall be calculated as per applicable rules in cumulativeblocks of five years starting from the commencement of production. The company could notachieve positive Net Foreign Exchange Earnings in the first block of five years hence theDirector General of Foreign Trade (DGFT) has imposed a penalty of Rs. 2500.00 lakhs underRule 54 of the SEZ Rules 2006 and the same has not been provided in books of accounts bythe Company.

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.

Further the Company has received a letter dated 12th February 2021 from NationalStock Exchange of India Limited for suspension and revocation of trading of securitiesw.e.f 12th February 2021 with respect to non-compliance of the provisions of Regulation17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 by theCompany for the quarter ended 30th June 2020 and 30th September 2020.

Further the shareholding of the promoter namely Mr. Nenshi Ladhabhai Shah and Mr.Rayshi Lakhdir Shah is freezed due to non-compliance with respect to Regulation 17(1) ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 fornon-appointment of six (6) directors on the Board of the Company.

Further the Company has also received a show cause notice for delisting of EquityShares from National Stock Exchange of India Limited on the failure to comply with thebelow mentioned points:

1. Requirements of Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for two consecutive quarters June 2020 and September 2020;

2. Non-payment of an amount of Rs. 1900980/- towards SOP Fines including GST as onAugust 10 2021 and Rs. 290000/- towards Annual Listing Fee including interest as onAugust 16 2021.

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 2020-21 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. Certificate from Practicing Company Secretary that none of the Directors on theBoard of the Company have been debarred or disqualified from being appointed or to act asdirector of the Company; and

e. 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 towards sexual harassment at workplace and has adopted apolicy to abide by letter and spirit requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.All the women employees either permanent temporary or contractual are covered under thesaid policy. The said policy is updated internally to all the employees of the Company.The policy is available on the website of the Company at www.euromultivision.com AnInternal Compliant Committee (ICC) is not constituted as the same is not applicable to theCompany.

The details of the complaints' in relation to the Sexual Harassment of Women atWorkplace filed/disposed/pending is given in the Report on Corporate Governance which isforming part of this Annual Report.

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 III" 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.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE:

During the year under review and as at 31st March 2021 an application has been filedagainst the Company by one of the secured financial lender with the Hon'ble NationalCompany Law Tribunal (NCLT) Mumbai Bench on 18th June 2020 to initiate CorporateInsolvency and Resolution Process (CIRP) which is pending for admission at NCLT under theInsolvency and Bankruptcy Code 2016.

DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIALINSTITUIONS ALONG WITH THE REASONS TEHROF:

During the year under review no such one-time settlement was done in respect of anyloan taken by the Company from Banks / Financial Institutions.

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
For Euro Multivision Limited
Hitesh Shah
Place: Mumbai Chairman and Whole-Time Director
Date: 13th August 2021 DIN:00043059

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