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Directors Report of Euro Multivision Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 11th Annual Report together with the Financial Statements of the Company for the financial year ended March 31,2015.

FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars Year Ended Year Ended March 31,2015 March 31,2014

Revenue from operations 1443.68 1169.20

Other Income 797.80 234.44

Total Income 2241.48 1403.64

Less: Total Expenditure 1601.99 1492.45

Earnings Before Interest, Depreciation and Tax 639.49 (88.81)

Less : Interest and other finance expenses 12540.17 25.06

Less: Depreciation 1409.84 1901.91

Profit/(Loss) Before Tax (13310.52) (2015.78)

Less: Provision of Tax - -

Net Profit/(Loss) After Tax (13310.52) (2015.78)

Add: Balance Brought forward from the previous year (15534.69) (13518.91)

Balance Carried forward to Balance Sheet (28845.21) (15534.69)

FINANCIAL REVIEW:

The turnover of the Company for the year ended 31st March, 2015, increased by 23.47% and stood at Rs. 1443.68 Lakhs as against Rs. 1169.2* Lakhs in the previous year. During the year under review, your Company recorded total income of Rs. 2241.48 Lakhs as against Rs. 1403.64 Lakhs in the previous year. The year under review was adversely affected due to stressed working capital and liquidity crunch thereby affecting the earning capacity of the company. This resulted in low turnover and income in the year under review, thereby having a loss of Rs. 13,310.52 Lakhs as against loss of Rs. 2,015.78 Lakhs in the previous year.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The products in which the Company is dealing, is facing cut throat competition. The supply pressure in the market is leading to the buyers' market and price erosion. At the same time, the costs have increased due to inflation in the economy and devaluation of Rupee against the foreign currencies. Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

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

With the continued pledge and commitment across developed and developing countries by the governments, towards renewable sources of energy, demand for solar energy is expected to improve.

FUTURE PROSPECTS:

JNNSM guidelines stipulate that the certain grid connected Solar PV plants in India needs to install the Indian made Solar Modules which should contain Indian made Solar Cells. This will create the market for Indian Solar cell Manufacturers to market their products. US and European Union is also considering the possibility of imposing the anti dumping duty against the solar products manufactured in China. They moved in this direction and US has imposed provisional anti dumping duty on solar products manufactured in China. This will create the market for all the global manufacturers other than Chinese one. You Company has also envisages the huge potential of business opportunity going ahead. However, at the same time the challenges in the form of adequate working capital, supply of products of prevalent quality and product efficiency needs to be addressed by all the Indian players.

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

DIVIDEND:

In view of losses during the year under review, your Directors do not recommend any dividend for the financial year 2014-15.

SHARE CAPITAL OF THE COMPANY:

The paid-up equity share capital of the Company is Rs. 23,80,00,490/- (Rupees Twenty Three Crores Eighty Lacs Four Hundred and Ninety Only) divided into 2,38,00,049 Equity Shares having face value of Re.10/- (Rupee Ten) each.

REFERENCE TO BIFR:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Rajababu Kalla, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Mrs. Forum Shah was appointed as an Additional Director of the Company with effect from 24th March, 2015 and she holds office up to the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member of the Company under Section 16* of the Companies Act, 2013 proposing her candidature for the office of Director of the Company.

The Board of Directors recommends the above appointment /re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges are given in the Notice convening the 11th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hitesh S. Shah was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 14th August, 2014.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy apart from other business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. The Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days, prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met five times during the year, the details of which are given in the Report on Corporate Governance.

The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION

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

As on 31st March, 2015, the Audit Committee comprised of Mr. Sanjay Nandu and Mr. Anish Shah, Independent Directors and Mr. Rajababu Kalla, Whole-time Director of the Company.

Mr. Anish Shah is the Chairman of Audit Committee of the Company.

AUDITORS:

M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

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

AUDITORS' REPORT:

With regards to the observations from the Statutory Auditors in their report (on standalone financials), your directors would like to state that:

I. The financial statement have been prepared on a "going concern" basis, inspite the fact that the Company's financial facilities/arrangements have expired and the same are overdue for repayment and the net worth of the Company fully eroded and the lenders have initiated legal proceedings against the Company for recovery.

Your Directors would like to state that considering the changes and new developments taking place in the solar industry, your Directors are optimistic about the better opportunity and turnaround of the Company. The Company is hopeful and awaiting comprehensive package under BIFr for resolution of debts from Banks and Financial Institutions.

II. The Company has not provided interest on unsecured loan amounting to Rs. 233.07 lakhs (Previous year Rs. 154.33 lakhs) for the year ended 31st March, 2015. Had the same been provided the loss for the year ending 31st March, 2015 will increase by Rs. 233.07 lakhs (Previous year Rs. 154.33 lakhs) and the corresponding liability will also increase by Rs. 233.07 lakhs as at 31st March, 2015 (Previous Year Rs. 154.33 lakhs).

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

III. The Company has not provided for impairment or diminishing value of its assets/investment as per 'Accounting Standard 28 - Accounting for Impairment of Assets' as notified under the Companies (Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th September, 2013 of 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 the management and hence the same is not ascertainable.

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

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

Your directors would like to state that the Company had working capital shortages during the year and was unable to run the plants. Further the plants which were operational during the year were also run at lower capacity due to liquidity crunch, despite the demand of the products in the market. The increasing cost and unabsorbed fixed costs resulted in the cash losses during the year and in the course of time there were defaults in the repayment of the loans and interest to the Banks. However with the changing economic scenario, the growing solar industry and increasing foreign investments in India, the management is hopeful of arriving at a comprehensive business restructuring along with the debt realignment proposal with the lenders under BIFR.

V. In respect of deposits accepted by the company before the commencement of this Act, within the meaning of Section 74 & 75 of the Act and the Rules framed there under to the extent notified, the principal amount of such deposits and interest due thereon remained unpaid even after expiry of one year from such commencement and the Company has not filed a statement within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar details as prescribed u/s.74(1)(a).

In absence of whole time company secretary the compliances were missed out inadvertently.

VI. The Company has defaulted in repayment of loans and interests dues to the banks and financial institution. The principal outstanding of Term Loans and Cash Credit facilities amounts to Rs. 20,307.5* lakhs and overdue interest amounts to Rs. 14,850.47 lakhs as at March 31, 2015, subject to reconciliation with the banks. The period of default ranges around 51 months.

During the years 2011-2012 and 2012-2013, the Company had incurred significant losses which had resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally is on account of reduced demand which resulted in large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. During the year 2011-2012, there was default in the repayment obligations to banks and the relevant loan accounts viz. Term Loans, Cash Credit Accounts and revolvement of letters of credit.

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended March 31, 2012, and being mandatory, filed the reference u/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon'ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon'ble BIFR and hearings of which are in the process for determination of sickness.

INTERNAL AUDIT:

The Company has appointed M/s. J. H. Ghumara & Co., Chartered Accountants, Mumbai, as its Internal Auditor for the financial year 2014-15. The Internal Auditors have given their report to the Audit Committee.

Based on the report of internal audit function the Board takes corrective action in the specific areas observed and thereby to strengthen the controls on significant audit observations, corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 the company and that such internal financial controls are adequate and were operating effectively; and

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

PUBLIC DEPOSITS:

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

EXTRACT OF ANNUAL RETURN:

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

LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE). The Company is in process of making arrangement for payment of listing fees to the said stock exchanges for the financial year 2015-16.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and determination of salary of Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Related Party Transaction were entered during the year by your Company as per Section 188 of the Companies Act, 2013 which requires approval of the members. Accordingly, the disclosure pertaining to Related Party Transactions as required 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:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of ;

I. Attendance of the Directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such Director in the company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman.

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

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or Director was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure - II and forms part of this report.

With regards to the observations from the Secretarial Auditors in their report, your directors would like to state that:

(a) As required under Section 203 of the Act the Company is yet to appoint a Company Secretary;

The Company is in the process of appointment of whole-time Company Secretary.

(b) In respect of outstanding deposits as at 31st March 2014, the company was required to file Forms DPT-3 and DPT-4 latest by 30th June 2014 and 31st August 2014 respectively, which is yet to be filed;

In absence of whole time company secretary the compliances were missed out inadvertently.

(c) On account of default in payment of interest/repayment of deposits in the earlier financial years by the company, some of the directors of the company are disqualified under section 164(2) of the Act;

The Company is facing liquidity crunch due to losses in the Company since couple of years. The Company has also filed for registration u/s. 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon'ble Board for Industrial & Financial Reconstruction, and the hearings for determination of sickness are in process and will arrive at the comprehensive package to settle the secured and unsecured creditors.

(d) In respect of Directors appointed in the meeting of Board of Directors held on 14th August 2014, the disclosures received from them were not placed in the meeting for being taken note of; if the above disclosures were placed in the said meeting as required under Section 184 of the Act, the company is required to file Form MGT-14 for the resolution of board of directors passed thereof; the said form is to be filed within 3* days from the date of board resolution with normal fee or within a further period of 27* days with additional fee;

(e) There was a delay of 7 days in submission of Annual Report for the year ended 31st March 2014 to the Stock Exchanges; and

(f) As required under clause 32 of the Listing Agreement, the details of loans and advances have not been disclosed in the company's annual report for the year ended 31st March 2014.

For point numbers (d), (e) and (f), in absence of whole time company secretary the compliances were missed out inadvertently.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

a. Management Discussion and Analysis

b. Report on Corporate Governance.

c. Auditors' Certificate regarding compliance of conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

Audit Committee

Stakeholders' Relationship Committee Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

PARTICULARS OF REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, the information relating to the foregoing matters is given as under:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure IV.

APPRECIATION:

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

Your Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their continued support in the future as well.

By Order of the Board of Directors For Euro Multivision Limited

Place : Mumbai , Ralababnu Kalla Date : August 14, 2015 Whole-Time Director

Registered Office:

F12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai 400 056






Mar 31, 2014

Dear members,

The Directors hereby present the 10th Annual Report together with the Financial Statements of the Company for the financial year ended March 31,2014.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended March 31,2014 is summarized as under:

(Rs. in Lakhs)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Income from Operations 1169.20 1808.90

Miscellaneous Income 234.44 54.99

Increase / (Decrease) in stock (212.42) (37.92)

Total Income 1191.22 1825.97

Total Expenditure 1280.03 2894.63

Earnings Before Interest, (88.81) (1068.66) Depreciation & Tax

Interest and Finance Charges 25.06 24.48

Depreciation 1901.91 1982.98

Profit / (Loss) Before Tax (2015.78) (3076.12)

Less: Provision for Deferred Taxation - -

Less: Excess Prior Year Tax Provision - -

Profit / (Loss) after Tax available (2015.78) (3076.12) for appropriation

Add: Profit / (Loss) brought forward (13518.91) (10442.79) from previous year

Balance Carried to Balance Sheet (15534.69) (13518.91)

FINANCIAL REVIEW:

The turnover of the Company for the year ended March 31, 2014, declined by 35.36% and stood at Rs. 1169.20 Lakhs as against Rs. 1808.90 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs. 1191.22 Lakhs as against Rs. 1825.97 Lakhs in the previous year. The year under review was adversely affected due to stressed working capital and liquidity crunch thereby affecting the earning capacity of the company. This resulted in low turnover and income in the year under review, thereby having a loss of Rs. 2015.78 Lakhs as against loss of Rs. 3076.12 Lakhs in the previous year.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The products in which the Company is dealing, is facing cut throat competition. The supply pressure in the market is leading to the buyers'' market and price erosion. At the same time, the costs have increased due to inflation in the economy and devaluation of Rupee against the foreign currencies. Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

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

With the continued pledge and commitment across developed and developing countries by the governments, towards renewable sources of energy, demand for solar energy is expected to improve.

FUTURE PROSPECTS:

JNNSM guidelines stipulate that the certain grid connected Solar PV plants in India needs to install the Indian made Solar Modules which should contain Indian made Solar Cells. This will create the market for Indian Solar cell Manufacturers to market their products. US and European Union is also considering the possibility of imposing the anti dumping duty against the solar products manufactured in China. They moved in this direction and Us has imposed provisional anti dumping duty on solar products manufactured in China. This will create the market for all the global manufacturers other than Chinese one. You Company has also envisages the huge potential of business opportunity going ahead. However at the same time the challenges in the form of adequate working capital, supply of products of prevalent quality and product efficiency needs to be addressed by all the Indian players.

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

DIVIDEND:

In view of losses during the year under review, your Directors do not recommend any dividend for the financial year 2013-14.

REFERENCE TO BIFR:

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended as on March 31, 2012, and being mandatory, filed the reference U/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon''ble Board for Industrial & Financial Reconstruction (BIFr). The above reference has duly been registered by the Registrar of Hon''ble BIFR and hearings of which are in the process for determination of sickness.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Rajababu Kalla, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mr. Anish Shah, Mr. Pravin Vira and Mr. Chandresh Shah were appointed as Additional Directors of the Company w.e.f. July 27, 2013

Mr. Sanjay Nandu and Mr. Hansraj Gala were appointed as Additional Directors of the Company with effect from August 14, 2014 and they holds office upto the date of the ensuing Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013, along with required deposit, from a member proposing their candidature for the office of Directors (Independent) of the Company. The Board recommends for their appointment as Directors of the Company.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, which become effective from April 1,2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with the above provisions, it is proposed to appoint Mr. Anish Shah as an Independent Director of the Company to hold office as such upto March 31,2019 and Mr. Sanjay Nandu and Mr. Hansraj Gala as Independent Directors of the Company to hold office as such up to August 13, 2019, who shall not be liable to retire by rotation.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges. Your Board recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Mr. Mahendra Modi, Mr. Anil Mandevia & Mr. Ajit Nalwaya has resigned from the Directorship of the Company w.e.f. from July 29, 2013.

Mr. Chandresh Shah and Mr. Pravin Vira, Independent Directors of the Company has resigned from the Directorship of the Company w.e.f. August 14, 2014. The Board place on record its sincere appreciation for their valuable contribution made during their tenure as Directors of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges are given in the Notice convening the 10th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to the best of their knowledge and belief that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures, except AS-28 Accounting for Impairment of Assets as notified under the Companies (Accounting Standards) Rules, 2006.

* Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and losses of the Company for the year ended on that date; <1> <1> Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Auditors'' Certificate regarding Compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement have been made a part of the Annual Report and are annexed to this report.

PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year ended March 31,2014.

AUDITORS:

M/s. S. H. Bathiya & Associates, Chartered Accountants, Mumbai, the retiring Auditors of the Company have expressed their unwillingness to be re-appointed as the Auditors of the Company due to other occupations. The Board of Directors recommend the appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company in place of M/s. S. H. Bathiya & Associates, Chartered Accountants, to hold office from the conclusion of this 10th Annual General Meeting till the conclusion of 15th Annual General Meeting and to audit the financial statements for the financial year 2014-2015.

The Company has received a letter from M/s. Deepak Maru & Co., Chartered Accountants regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a Certificate from them to the effect that their appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

AUDITORS'' REMARKS:

With regards to observations made by the statutory auditors in their report, your directors would like to state that;

* The financial statement have been prepared on a "going concern" basis, in spite the fact of erosion of net worth.

Considering the changes and new developments taking place in the solar industry, we are hopeful of revival of the business of the company and hence the accounts are prepared on going concern basis;

* The Company has not provided for interest on financing facilities amounting to Rs. 4156.00 lakhs for the financial year under review; had the same been provided, the loss will increase by Rs. 4156.00 lakhs and the corresponding liability will also increase by Rs. 7820.50 lakhs.

The Company on the basis of registration filed u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon''ble Board for Industrial & Financial Reconstruction, and the hearings of which are in process for determination of sickness and therefore has not provided for interest on financing facilities amounting to Rs. 4156.00 Lakhs.

* The Company has not provided for impairment on its assets as per ''Accounting Standard 28 -Accounting for Impairment of Assets'' as notified under the Companies (Accounting Standards) Rules, 2006. The effect of such impairment has not been quantified by the management and hence the same is not ascertainable.

The Impairment of Assets have not been worked out due to highly unstable and fluid economic values flowing in the solar power segment and further, as restructuring of business is contemplated, which is likely to impact the value of fixed assets and carry forward losses. On completion of the restructuring exercise, the management will be in a position to ascertain the Impairment of Assets.

* The Company has not provided interest on unsecured loan amounting to Rs. 154.33 lakhs (Previous year Rs. NIL) for the year ended March 31,2014.

Had the same been provided the loss for the year ended March 31,2014 will increase by Rs. 154.33 lakhs (Previous year Rs. NIL) and the corresponding liability will also increase by Rs. 154.33 lakhs as at March 31,2014 (Previous Year Rs. NIL).

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

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employee) Rules 1975 as amended, hence no such particulars are furnished.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY

Our manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable us to produce clean, sterile, aseptic and dust-free products and components) environment with antistatic work stations. The plant is fully automated with least human intervention, which ensures international quality standards with optimum utilization of installed capacities.

The Company continues its efforts to reduce and optimize the use of energy consumption by opting power effective replacements of equipments and electrical installations.

(B) RESEARCH & DEVELOPMENT

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

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your Company had imported in the financial year 2004-05 and 2006-07, and absorbed the technology from VDL ODMS, Netherlands for optical disc unit, and imported in the financial year 2008-09 technology from OTB Solar, Netherlands for its Solar Photovoltaic Cells unit. The technology utilized provides consistency in production, productivity, quality and reliability.

PERSONNEL

Your Company maintained cordial industrial relations in the year under review.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Financial Institutions, Banks and various Government Departments and Agencies.

The Directors places on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

By Order of the Board of Directors

Rajababu Kallu Whole-Time Director

Place : Mumbai Date : August 14, 2014

Registered Office:

F 12, Ground Floor,

Sangam Arcade,

Vallabhbhai Road,

Vile Parle (West),

Mumbai - 400056


Mar 31, 2013

Dear Members,

The Directors hereby present the Ninth Annual Report together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2013 is summarized as under:

(Rs. In Lakhs) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Income from Operations 1808.90 6210.11

Miscellaneous Incom 54.99 37.84

Increase / (Decrease) in stock (37.92) (665.37)

Total Income 1825.97 5582.58

Total Expenditure 2894.63 8678.92

Earnings Before Interest, Depreciation & Tax (1068.66) (3096.34)

Interest and Finance Charges 24.48 3443.28

Depreciation 1982.98 2683.33

Profit / (Loss) Before Tax (3076.12) (9222.95)

Less: Provision for Deferred Taxation

Less: Excess Prior Year Tax Provision 13.65

Profit after Tax available for appropriation (3076.12) (9236.60)

Add: Profit / (Loss) brought forward from previous year (10442.79) (1206.19)

Balance Carried to Balance Sheet (13518.91) (10442.79)

FINANCIAL REVIEW

The turnover for the year ended 31st March, 2013, declined by 71% and stood at Rs. 1808.90 Lakhs as against Rs. 6210.11 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs. 1825.97 Lakhs as against Rs. 5582.58 Lakhs in the previous year. The year under review was adversely affected due to stressed working capital and liquidity crunch thereby affecting the earning capacity of the company. This resulted in low turnover and income in the year under review, thereby having a loss of Rs.3076.12 Lakhs as against loss of Rs.9236.60 Lakhs in the previous year.

PERFORMANCE REVIEW

Your Company is facing various challenges such as increased competition from unorganized players and lower realization due to commoditization of the business (in the Optical Disc Business) and subdued demand and lower off take due to global slowdown (for the Solar Photovoltaic Cells business). Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

Reductions in feed-in tariffs and other subsidies in major European markets have generated a negative sentiment for photovoltaic (PV) installations. This resulted in lower offtake for solar products globally leading to reduced demand. This policy reversal was entirely unanticipated by anyone and has taken the industry by surprise. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulting the company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. As a result, the Company has been unable to utilize its capacity and the cost of production of solar cells continues to be higher than the prevailing market prices.

With the continued pledge and commitment across developed and developing countries by the governments, towards renewable sources of energy, demand for solar energy is expected to improve.

Power Plant

The Company had entered into a power supply agreement with Euro Ceramics Ltd in the year 2006-2007 for generating the electricity. The Company contributed one-fifth of the capital investment cost for sharing of power generated by the Power Plant in the ratio of 80:20. In addition to this, the Company also contributed on monthly basis for operating expenses of running the Power Plant based on actual units of power consumed by the Company.

As per the Deed of Modification dated 31st January, 2012 read in conjunction with the Power Supply Agreement dated 2nd June, 2006, any outstanding dues along with interest if not paid on or before 31st December, 2012 to Euro Ceramics Ltd, the Power Supply Agreement would stand terminated. And on the event of termination, firstly the security deposit would be adjusted towards the outstanding dues and after adjusting security deposit, for the balance amount the Company has to transfer its share of 20% of investment at the book value of the power plants assets to Euro Ceramics Ltd. On such termination, Euro Ceramics Ltd would be legally and beneficially complete owner of the power plant.

As per the above terms, during the year 2012-2013 outstanding dues could not be paid by the Company to Euro Ceramics Ltd, hence as per the letter of termination dated 1st January, 2013 from Euro Ceramics Ltd to the Company, the security deposit was adjusted by Euro Ceramics Ltd against the outstanding dues and also 20% share of assets of Power Plant Building as owned by the Company was transferred to Euro Ceramics Ltd. The Board of Directors in their meeting dated 10th November, 2012 noted such a failure to pay outstanding dues and subsequent adjustment by Euro Ceramics Ltd. Accordingly, the said share of assets of Power Plant cease to be owned by the Company and considered as a reduction from the fixed assets block.

FUTURE PROSPECTS

The JNNSM guidelines stipulate that the entire grid connected Solar PV plants in India coming under the scheme will have to use Solar PV modules that are made in India. A sharp fall in solar panel prices has brought down the cost of generating solar electricity considerably, and industry participants hope that solar power will become competitive with traditional sources of electricity over the next few years.

Indian manufacturers on the one hand witnessed steep fall in solar cell prices and on the other hand market flooded with products from Chinese and Taiwanese manufacturers.

The importance of sun in powering India''s economy and meeting energy security requirements, we believe that India is being positioned gradually and steadily for rapid growth in all the segments of the solar/PV industry value chain, and will increasingly become an important and high growth market for both on-grid and off-grid applications in the days to come.

DIVIDEND

In view of losses during the year under review, your Directors do not recommend any dividend for the financial year 2012-13.

REFERENCE TO BIFR

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended as on March 31, 2012, and being mandatory, filed the reference U/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon''ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon''ble BIFR and hearings of which are in the process for determination of sickness.

LITIGATION

During the year 2011-2012 and 2012-2013, the Company had incurred significant losses which had resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. In the course of time in 2011-2012, there became default in the repayment obligations of banks and the relevant loan accounts-Term Loans, Cash Credit Accounts and devolvement of letters of credit.

Consequently the Company had received summons / notice from the office of Debt Recovery Tribunal-II, Ahmedabad Gujarat in response of the application filed by State Bank of India Baroda Gujarat vide O.A. No. 56/2012 for the recovery of their loan under Section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993. The hearing of the said case is in process.

The Company has received notices u/s 13(2) of Securitization & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 from ''The Cosmos Co-op Bank Ltd'' and State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. Further, State Bank of India has taken symbolic possession of the immovable property of Optical Disc and Solar Photovoltaic Cells Unit under the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest Act, 2002 and in exercise of the powers under Section 13(4) of the said Act read with rule 8 of the security Interest (Enforcement) rules 2002.

In the light of above scenario, all term loans from banks are no longer treated as long term borrowings, but have been accounted as Current Maturities of Long Term Borrowings in Other Current Liabilities in Note No.7.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 read with Article 174 of Articles of Association of the Company, Mr. Raja Babu Kalla, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review Mr. Hitesh Shah – Managing Director has resigned from the office of the Director of the Company w.e.f. August 14, 2012. The Board place on record its sincere appreciation for his valuable contribution extended to the Company during his tenure as Director of the Company.

Mr. Anish K. Shah, Mr. Pravin Vira and Mr. Chandresh Shah were appointed as Additional Directors of the Company w.e.f. July 27, 2013. In terms of Section 260 of the Companies Act, 1956, they hold office as such upto the ensuing Annual General Meeting of the Company. The Company has received notice in writing from member of the Company pursuant to Section 257 of the Act, together with requisite deposit proposing their candidature for the office of the Director of the Company. Further Mr. Mahendra Modi, Mr. Anil Mandevia and Mr. Ajit Nalwaya have resigned as Directors of the Company w.e.f. July 29, 2013.

Your Directors recommend the appointment of Mr. Anish K. Shah, Mr. Pravin Vira and Mr. Chandresh Shah as Directors of the Company at the ensuing Annual General Meeting of the Company.

On the basis of the written representations received from the Directors as on March 31, 2013, taken on record by the Board of Directors, Mr. Mahendra Modi, Mr. Ajit Nalwaya and Mr. Anil Mandevia are the Directors disqualified, from being appointed as a Director in terms of Section 274(1)(g) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to the best of their knowledge and belief that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures, except AS-28 Accounting for Impairment of Assets as notified under the Companies (Accounting Standards) Rules, 2006.

- Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and losses of the Company for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- At the end of the financial year 2012-2013, the Company had received a cheque of Rs. 260.00 lacs as an unsecured loan and further the Company had issued a cheque of Rs. 260.00 Lacs to a supplier for procurement of materials. Both the respective cheques were dishonored in the beginning of the subsequent year and hence effect of the said dishonors is not been reflected in the financial statement prepared as on 31st March, 2013.

- The annual accounts have been prepared on a Going Concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors'' Certificate regarding Compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement is annexed hereto.

PUBLIC DEPOSITS

The Company has accepted deposits within the meaning of public deposits under the provisions of section 58A read with Companies (Acceptance of Deposits) Rules, 1975 in the nature of unsecured loans. The Company has not accepted deposits within the meaning of public deposits under the provisions of section 58AA.

AUDITORS

M/s. S. H. Bathiya & Associates, Chartered Accountants Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT

With regards to observations made by the statutory auditors in their report, your directors would like to state that;

- The financial statement have been prepared on a "going concern” basis, inspite the fact of erosion of net worth

Considering the changes and new developments taking place in the solar industry, we are hopeful of revival of the business of the company and hence the accounts are prepared on going concern basis;

- The Company has not provided for interest on financing facilities amounting to Rs. 3,664.50 lakhs for the financial year under review; had the same been provided, the loss will increase by Rs. 3,664.50 lakhs and the corresponding liability will also increase by Rs. 3,664.50 lakhs.

The Company on the basis of registration filed u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon''ble Board for Industrial & Financial Reconstruction, and the hearings of which are in process for determination of sickness and therefore has not provided for interest on financing facilities amounting to Rs. 3,664.50 Lakhs.

- The Company has not provided for the salary payable to employees amounting to Rs. 8.35 lakhs; had the same been provided the loss will increase by Rs. 8.35 lakhs and the corresponding liability will also by Rs. 8.35 Lakhs.

The said amount has been paid during the financial year 2013-2014.

- The Company has not provided for impairment on its assets as per ''Accounting Standard 28 - Accounting for Impairment of Assets'' as notified under the Companies (Accounting Standards) Rules, 2006. The effect of such impairment has not been quantified by the management and hence the same is not ascertainable.

The Impairment of Assets have not been worked out due to highly unstable and fluid economic values flowing in the solar power segment and further, as restructuring of business is contemplated, which is likely to impact the value of fixed assets and carry forward losses. On completion of the restructuring exercise, the management will be in aposition to ascertain the Impairment of Assets.

- The Company has defaulted in repayment of dues to financial institutions and payment of interest thereon.

During the year 2011-2012 and 2012-2013, the Company has incurred significant losses which have resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the Company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. As a result, the Company has been unable to utilize its capacity and the cost of production of solar cells continues to be higher than the prevailing market prices. In the course of time there became default in the repayment obligations of banks and the relevant loan accounts – Term Loans, Cash Credit Accounts and devolvement of letters of credit.

- The payment of sales tax was outstanding for more than six or more month. The Company has already paid the same in June 2013.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of the Companies (Cost Accounting Records) Rules, 2011 dated June 3, 2011 issued by Central Government, the Company has appointed M/s. M. S. Saiyed & Co., Practicing Cost Accountant as the Cost Auditors of the Company for Audit of the cost accounting records and to issue Compliance Certificate in terms of said Rules for the financial year 2012-2013.

PARTICULARS OF EMPLOYEES

No employees were in receipt of remuneration exceeding the limits as prescribed under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employee) Rules 1975 as amended, hence no such particulars are furnished.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(A) CONSERVATION OF ENERGY

Our manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable us to produce clean, sterile, aseptic and dust-free products and components) environment with antistatic work stations. The plant is fully automated with least human intervention, which ensures international quality standards with optimum utilization of installed capacities.

The Company continues its efforts to reduce and optimize the use of energy consumption by opting power effective replacements of equipments and electrical installations.

(B) RESEARCH & DEVELOPMENT

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

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your Company had imported in the financial year 2004-05 and 2006-07, and absorbed the technology from VDL ODMS, Netherlands for optical disc unit, and imported in the financial year 2008-09 technology from OTB Solar, Netherlands for its Solar Photovoltaic Cells unit. The technology utilized provides consistency in production, productivity, quality and reliability.

(D) FOREIGN EXCHANGE EARNINGS / OUTGO

The relevant information in respect of the foreign exchange expenditure and earnings has been given in the Note no. 25(16) and 25(17) in the Notes forming part of the accounts for the year ended on March 31, 2013.

PERSONNEL

Your Company maintained cordial industrial relations in the year under review.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Financial Institutions, Banks and various Government Departments and Agencies.

By Order of the Board of Directors

Place : Mumbai Rajababu Kalla

Date : August 13, 2013 Whole Time Director

Registered Office

209, Sangam Arcade,

Vallabhbhai Road, Opp.

Railway Station, Vile Parle

(West), Mumbai-400056


Mar 31, 2012

The Directors hereby present the Eighth Annual Report together with the Audited Accounts for the year ended March 31,2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2012 is summarized as under:

(Rs. In Lakhs)

Particulars Year ended Year ended March 31,2012 March 31, 2011

Income from Operations 6210.11 9137.18

Miscellaneous Income 11.56 49.83

Increase / (Decrease) in stock (665.37) 767.19

Total Income 5556.30 9954.20

Total Expenditure 8678.91 9678.26

Earnings Before Interest, Depreciation & Tax (3122.61) 275.94

Interest and Finance Charges 3417.01 1666.55

Depreciation 2683.33 2182.49

Profit / (Loss) Before Tax (9222.95) (3753.10)

Less: Provision for Deferred Taxation - (638.52)

Less: Excess Prior Year Tax Provision 13.65 _

Profit after Tax available for appropriation (9236.60) (2934.58)

Add: Profit / (Loss) brought forward from previous year (1206.19) 1728.39

Balance Carried to Balance Sheet (10442.79) (1206.19)



FINANCIAL REVIEW

The turnover for the year ended 31st March, 2012, declined by 47% and stood at 6210.11 Lakhs as against Rs. 9137.18 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs. 5556.30 Lakhs as against Rs. 9954.20 Lakhs in the previous year.

PERFORMANCE REVIEW

Your Company is facing various challenges such as increased competition from unorganized players and lower realization due to commoditization of the business (in the Optical Disc Business) and subdued demand and lower off take due to global slowdown (for the Solar Photovoltaic Cells Business). Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

Reductions in feed-in tariffs and other subsidies in major European markets have generated a negative sentiment for photovoltaic (PV) installations this year. This resulted in lower off take for solar products globally leading to reduced demand. This policy reversal was entirely unanticipated by anyone and has taken the industry by surprise. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulting the company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. As a result, the Company has been unable to utilize its capacity and the cost of production of solar cells continues to be higher than the prevailing market prices. All the above factors led to drastic fall in realizations leading to lower than estimated EBIDTA.

With the continued pledge and commitment across developed and developing countries by the governments, towards renewable sources of energy, demand for solar energy is expected to improve.

FUTURE PROSPECTS

The JNNSM guidelines stipulate that the entire grid connected Solar PV plants in India coming under the scheme will have to use Solar PV modules that are made in India. A sharp fall in solar panel prices in the second half of 2011 has brought down the cost of generating solar electricity considerably, and industry participants hope that solar power will become competitive with traditional sources of electricity over the next few years.

Indian manufacturers on the one hand witnessed steep fall in solar cell prices and on the other hand market flooded with products from Chinese and Taiwanese manufacturers.

The importance of sun in powering India's economy and meeting energy security requirements, we believe that India is being positioned gradually and steadily for rapid growth in all the segments ofthe solar/PV industry value chain, and will increasingly become an important and high growth market for both on-grid and off-grid applications in the days to come. There is a large scale over capacity in the Industry and hence the present trend is expected to continue for a year or so during which the Company is likely to face difficult times.

POLYSILICON PROJECT EXPENSES WRITTEN OFF

As part of backward integration plan, the Company earlier had envisaged setting up a manufacturing facility to manufacture Polysilicon for which the company had entered into a Technology Transfer / License agreement. The Company had incurred expenses amounting to Rs.1466.02 Lakhs towards technology transfer, engineering services and pre-operative expenses for the same, which was earlier reflected under capital work in progress.

The Company has decided to write off the said expenses so incurred due to subdued demand and lower offtake and global slowdown of the solar industry, since the Board of Directors are of the opinion, that it is not viable for the Company in the current scenario to go ahead with the polysilicon project.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review.

REFERENCE TO BIFR

The Net worth of the Company is eroded as at the end of the Financial Year under review. Accordingly the Directors have been advised that it is mandatory to register and file a reference with the Board for Industrial and Financial Reconstruction (BIFR) as required by the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985. Attention is invited on point 7(f) in Note 22 of notes forming part of the accounts for the year ended on March 31,2012.

LITIGATION

The Company has received summons/notice from the office of Debt Recovery Tribunal, Ahmedabad, Gujarat in response of the application filed by State Bank of India Baroda Gujarat vide O.A. No. 56/2012 for the recovery of their loan under Section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993.

The Company has received a notice u/s 13(2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from the State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. The Company is now considering sustainable business model with the various options to restructure its debt and capital base with an objective to bring it at a serviceable level.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 read with Article 174 of Articles of Association of the Company, Mr. Anil Mandevia, the Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In terms of provisions of section 260 of the Companies Act, 1956 the following Directors namely, Mr. Mahendra Modi was appointed as additional Director on the Board w.e.f. January 2,2012 and Mr. Rajababu Kalla along with Mr. Ajit Nalwaya have been appointed as Additional Directors w.e.f. June 8, 2012. Further, Mr. Pravin Gala, Mr. Deepak Savla, Mr. Vinod Shah, Mr. Suresh Shah, Mr. Rayshi Shah have resigned as the Directors of the Company w.e.f. January 2, 2012. Further Mr. Nenshi Shah, Director has resigned from the Directorship of the Company w.e.f. March 15, 2012. Mr. Chirag Shah, Executive Director and Mr. Jatin Chhadva, Independent Director, who have also resigned from the Company w.e.f. June 8,2012

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1) (g) of the Companies Act, 1956.

A brief profile of directors, containing details of directors proposed to be appointed / re-appointed is appended as an annexure to the notice of ensuing annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to the best of their knowledge and belief that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures, except AS 28 - quantification of impairment of assets mainly due to highly unstable and fluid economic values flowing in the solar power segment, which we understand will stabilize post anti dumping and the concession and benefits as a Policy from the Government on long term and stable basis.

- Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and losses of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis, as Per the explanation given in point 7(f) in Note 22 of notes forming part of the accounts for the year ended on March 31,2012.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors' Certificate regarding Compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement are annexed hereto.

PUBLIC DEPOSITS

Your Company has taken Public deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956, during the year under review. The Company has filed a copy of statement in lieu of advertisement and necessary particulars as required with the Registrar of Companies, Mumbai.

AUDITORS

M/s. Swamy & Chhabra, Chartered Accountants, the retiring Auditors of the Company have expressed their unwillingness to be reappointed as the Auditors of the Company due to other occupations. The Board of Directors recommend the appointment of M/s. S. H. Bathiya & Associates, Chartered Accountants as the statutory Auditors of the Company in place of M/s. Swamy & Chhabra, Chartered Accountants, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. M/s. S. H. Bathiya & Associates, Chartered Accountants have expressed their willingness to act as Auditors of the Company and has confirmed that their appointment, if made, would be within limits under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'REPORT

1. With regard to Auditors' observations regarding non provision for 'impairment of its assets' as required under AS 28, your directors would like to state that the impairment of assets have not been worked out due to highly unstable and fluid economic values flowing in the solar power segment and further, as restructuring of business is contemplated, which is likely to impact the value of fixed assets and carry forward losses. On completion of the restructuring exercise, the management will be in the position to ascertain the impairment of assets.

2. With regard to Auditors' observations regarding Company's status as 'going concern', your directors would like to state that considering the changes and new developments taking place in the solar industry, we are hopeful of revival of the business of the company and hence the accounts are prepared on going concern basis.

3. With regard to Auditors' observations regarding default in repayment of dues to financial institutions and payment of interest thereon, your directors would like to state that during the year 2011-2012, the Company has incurred significant losses which have resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the Company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. As

a result, the Company has been unable to utilize its capacity and the cost of production of solar cells continues - to be higher than the prevailing market prices. In the course of time there became default in the repayment obligations of banks and the relevant loan accounts Term Loans - Cash Credit Accounts and devolvement of letters of credit.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of the Companies (Cost Accounting Records) Rules, 2011 dated June 3,2011 issued by Central Government, the Company has appointed M/s. M. S. Saiyed & Co., Practicing Cost Accountant as the Cost Auditors of the Company for Audit of the cost accounting records and to issue Compliance Certificate in terms of said Rules for the financial year 2011 -2012.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(A) CONSERVATION OF ENERGY

The power requirements of our optical disc manufacturing unit is met out of our co-owned captive power plant, which enables stable and uninterrupted power supply which is crucial in manufacturing of our products. Our manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable us to produce clean, sterile, aseptic and dust-free products and components) environment with antistatic work stations. The plant is fully automated with least human intervention, which ensures international quality standards with optimum utilization of installed capacities.

The Company continues its efforts to reduce and optimize the use of energy consumption by opting power effective replacements of equipments and electrical installations.



Particulars 2011-2012 2010-2011

Unit Rate Amount Unit Rate Amount (Rs. In Lakhs) (Rs. In Lakhs)

Captive Power Plant 4607360 4.01 186.01 10772350 3.98 427.15

Electricity Duty 0.40 21.18 0.40 39.43

Through DG set 235216 32.79 607389 70.70

Through Paschim Gujarat Vij 5777730 5.66 326.88 2753790 169.36 Company Limited

Total 565.86 706.64

Less: Capitalized for Solar - 76.34 Photovoltaic Cells Unit

Total 565.86 630.30



(B) RESEARCH & DEVELOPMENT

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

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your Company had imported in the financial year 2004-2005 and 2006-2007, and absorbed the technology from VDL ODMS, Netherlands for optical disc unit, and imported in the financial year 2008-2009 technology from OTB Solar, Netherlands for its Solar Photovoltaic Cells unit. The technology utilized provides consistency in production, productivity, quality and reliability.

(D) FOREIGN EXCHANGE EARNINGS I OUTGO

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Note no. 22(10) and 22(11) in the Notes forming part of the accounts for the year ended on March 31,2012.

PERSONNELS

Your Company maintained cordial industrial relations in the year under review.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Financial Institutions, Banks and various Government Departments and Agencies.

For and on behalf of the Board of Directors

Hitesh Shah

Chairman & Managing Director

Place: Mumbai

Date : August 13, 2012

Registered Office

209, Sangam Arcade,

Vallabhbhai Road,

Opp. Railway Station,

Vile Parle (West),

Mumbai-400056


Mar 31, 2010

The Directors have pleasure in presenting the Sixth Annual Report together with the Audited Accounts for the year ended March 31, 2010

Financial Results

The performance of the Company for the financial year ended March 31, 2010 is summarized as under:

(Rs. In Lakhs)

Year ended Year ended

Particulars

March 31, 2010 March 31, 2009

Income from Operations 5659.63 7321.67

Miscellaneous Income 15.56 19.07

Increase / Decrease in stock (258.00) 16.70

Total Income 5417.19 7357.44

Total Expenditure 3580.50 5300.30

Earning Before Interest, Depreciation & Tax 1836.69 2057.14

Interest and Finance Charges 544.79 595.23

Depreciation 1171.96 1156.19

Profit / (Loss) Before Tax 119.94 305.72

Less: Provision for Tax / Fringe Benefit Tax 20.38 36.88

Less: Provision for Deferred Taxation (58.81) 47.07

Less : MAT Credit available for set off 75.34 38.02

Add : Excess Prior Year Tax Provision 1.29 -

Profit after Tax available for appropriation 81.74 183.74

Add:- Profit / (Loss) brought forward from previous year 1646.66 1368.19

Add:- Adjustment as per transitional provision of AS 11 (Net of tax Nil) - 94.73

Balance Carried to Balance Sheet 1728.40 1646.66

Financial Performance

During the year under review, your Company recorded total income of Rs. 5417.19 Lacs as against Rs. 7357.44 Lacs in the previous year. The financial performance at the EBIDTA level was subdued with EBIDTA declining by 10.72% as compared to the previous year. The pricing pressure in the optical media storage industry has put strain on the operations of your Company. Keeping pace with the changing dynamics of the optical storage industry and striving in a very competitive market your Company has still been able to perform well during the year.

To minimize the risk of the business model, your Company is diversifying into the high growth Solar Photovoltaic industry. Your Directors are hopeful of improving the results of the Company in the upcoming years.

Brand Recognition

The Brand Eurovision is well recognized in the market. It is premium brand amongst the recognized domestic brands in the optical storage media industry. The Certification ISO 9001:2008 for Quality Management System (QMS), Certification ISO 14001:2004 for Environment and OHSAS 18001:2007 for safety, has strengthened its image and has indirectly contributed to the Companys productivity over the years.

Diversification

Your Company has moved forward and set up a Solar Photovoltaic Cell manufacturing plant for generation of electrical energy, with a capacity of 40MW per year at Taluka Bhachau, District Kutch, Gujarat. This new field of business is synergistic with Companys existing business and will leverage on its core competencies in the areas of precision, high technology, mass manufacturing and project management.

This Solar Photovoltaic Cell plant is being set up in a sector specific Special Economic Zone (SEZ) developed by the Company. Your Company had made an application to the Gujarat State Government for setting up a Special Economic Zone for Non Conventional Energy including Solar Energy Equipments / Cell in an area of 11-63-47 hectares at Village: Shikara, Taluka:Bhachau, District: Kutch, Gujarat on November 20, 2007. Your Company had also made an application to the Central Government on November 30, 2007 for the same.

On the basis of recommendation of the Special Economic Zone Development Authority, the State Government had recommended the proposal to the Government of India on July 1, 2008. On August 2, 2008 the Board of Approvals, New Delhi formally approved your Companys application for setting up the SEZ. Your Company got the formal approval from Ministry of Commerce & Industry, Department of Commerce dated October 30, 2008. Your SEZ was notified on April 23, 2009 and published in the Gazette of India.

The Company has procured the Solar Photovoltaic Cell manufacturing production line from OTB Solar B.V (Netherlands). The construction of the building and erection of plant and machinery is in full swing and the Board of Directors is confident that the company would have achieved commercial production before we meet for the Annual General Meeting.

The setting up of complex nature and complicated process of Solar Photovoltaic Cell plant required high skill, perfection and dedication. In this endeavour we thank all our suppliers of civil items, contractors, architects, equipments and machinery suppliers, banks, government institutions and departments and employees for creating a team work and putting all their efforts for setting up the plant.

Initial Public Offering

The Company with a view to fund its Solar Photovoltaic Cell Plant came out with the maiden Initial Public Offering (IPO) of 8800049 Equity Shares of Rs. 10/- each for cash at a price of Rs. 75/- per equity share aggregating to Rs. 6600 Lacs through 100% book building process. The issue opened for subscription on September 22, 2009 and closed on September 24, 2009 and was oversubscribed by 1.81 times. The shares issued under IPO were allotted on October 7, 2009 and listed on October 15, 2009 on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The total paid-up share capital after the said issue is Rs. 2380 Lacs.

The Board takes this opportunity to thank the investors for their overwhelming response to the Issue and the confidence reposed by them in the Company.

Dividend

Your Directors have decided to conserve the internal resources for the business requirements. Accordingly, your Directors do not recommend any dividend for the financial year under review.

Directors

In terms of Section 256 of the Companies Act, 1956 read with Article 174 of Articles of Association of the Company, Mr. Pravin Gala and Mr. Anil Mandevia, the Independent Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Further it is notified that the designation of, one of our Directors, Mr. Suresh Shah is being changed from Executive Director to Non-Executive Director with effect from April 1, 2010.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1) (g) of the Companies Act, 1956.

A brief profile of directors, containing details of directors proposed to be appointed / re-appointed is appended as an annexure to the notice of ensuing annual general meeting.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to the best of their knowledge and belief that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) Appropriate accounting policies have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and profits of the Company for the year ended March 31, 2010;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

Limited Liability Partnership

The Company has entered into a Limited Liability Partnership Agreement in the name of "Solsys Koncepts LLP" a Limited Liability Partnership firm registered under LLP Act, 2008 for the purpose of carrying on business of offering concepts or to conceptualize and/or manufacture or set up EPC projects for Solar farms, roof top installations, stand alone solar installations, solar invertors, etc.

Corporate Governance

The Company has, pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, complied with the requirements of Corporate Governance. A report on Corporate Governance and a certificate from the auditors regarding the compliance of Corporate Governance conditions are made part of this Annual report.

Management Discussion And Analysis

Management Discussion and Analysis on matters related to the business performance, as stipulated under Clause 49 of the Listing Agreement, with Stock Exchanges, is given as a separate section in the Annual Report.

Public Deposits

Your Company has taken Public deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956, during the year under review. The Company has filed a copy of statement in lieu of advertisement and necessary particulars as required with the Registrar of Companies, Mumbai.

Auditors

M/s. Swamy & Chhabra, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

Auditors Report

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

Energy Conservation, Technology Absorption And Foreign Exchange

(A) Conservation Of Energy

The power requirements of our optical disc manufacturing unit (CDRs, DVDRs) is met out of our co-owned captive power plant, which enables stable and uninterrupted power supply which is crucial in manufacturing of our products. Our manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable us to produce clean, sterile, aseptic and dust-free products and components) environment with antistatic work stations. The plant is fully automated with least human intervention, which ensures international quality standards with optimum utilization of installed capacities.

The Company continues its efforts to reduce and optimise the use of energy consumption by opting power effective replacements of equipments and electrical installations.

2009-10 Particulars

Unit Rate Amount (Rs. In Lakhs)

Captive Power Plant 8516200 3.84 327.34

Electricity Duty - 0.40 34.06

Through DG set 1203246 10.49 126.29

9719446 487.69

(B) Research & Development

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

(C) Technology Absorption, Adaptation And Innovation

Your Company has imported and absorbed the technology from VDL ODMS, Netherlands for optical disc unit. The technology utilised provides consistency in production, productivity, quality and reliability. The import of the said machinery was done in the financial year 2004-05 and 2006-07.

(D) Foreign Exchange Earnings / Outgo

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes forming part of the accounts for the year ended on March 31, 2010.

Particulars Of Employees

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employee is given in Annexure "A" to this Directors Report.

Acknowledgement

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory and government authorities, auditors, business associates, and all the employees of the Company for their valuable contributions received during the year under review.

For and on behalf of the Board of Directors

Nenshi L Shah Chairman

Place : Mumbai

Date : May 31, 2010

Registered Office

Euro House, CTS No. 1406,A25/6, Chincholi Bunder Road, Behind Inorbit Mall, Malad (West), Mumbai-400064


Mar 31, 2009

The Directors have pleasure in presenting the Fifth Annual Report together with the Audited Accounts for the year ended 31st March, 2009

FINANCIAL RESULTS

The summary of financial performance of Your Company during the year is as under:

Particulars Year ended Year ended

31st March 2009 31st March 2008 (Rs. In Lacs) (Rs. In Lacs)

Income from Sales 7321.67 9092.46

Miscellaneous Income 19.07 4.55

Increase / Decrease in stock 16.70 (61.17)

Total Income 7357.44 9035.84

Total Expenditure 5300.30 5923.68

Earning Before Interest, Depreciation & Tax 2057.14 3112.16

Interest and Finance Charges 595.23 872.07

Depreciation 1156.19 1081.29

Profit / (Loss) Before Tax 305.72 1158.80

Less: Provision for Tax / Fringe Benefit Tax 36.88 135.69

Less- Provision for Deferred Taxation 47.07 354.67

Add : MAT Credit available for set offLess : MAT Credit available for set off 38.02 -

Add : Excess Prior Year Tax Provision, - 21.67

Profit After Tax 183:74 901.74

Less: Proposed Dividend - -

Less: Dividend Distribution Tax - -

Profit available for appropriation 183.74 901.74

Add:-Profit /(Loss) brought forward from previous 1368.19 466.45 year

Add:- Adjustment as per transitional provision of AS 94.73 -- 11 (Net of tax Nil)

Balance Carried to Balance Sheet 1646.66 1368.19

During the year, your Company faced many challenges. The overall downtrend in the global market coupled with the general over supply position in the optical media storage industry has put pressure on the operations of your Company. Consequently, In spite of these conditions globally, your company was able to manage, and achieve total, sales of Rs.7321.67 lacs which is lower to the extent of RS; 1770.79 Lacs, or 19.48%, from Rs.9092.46 Lacs in the fiscal year ended March 31, 2008 Consequently the profits have impacted significantly.

To derisk the business model, Your Company is diversifying into the high growth photovoltaic industry.

PERFORMANCE HIGHLIGHTS

Your Company just completed its fourth year of commercial operations. The plant is running to its full capacity. The combined capacity utilization for the year 2008-09 was 88.42% for CDR. The combined current capacity is now 180 millions CDR nos. per annum!

The Brand Eurovision is well recognized in the market. It is premium brand amongst the recognized domestic brands in the optical storage media industry. The Certification ISO 9001:2008 for Quality Management System (QMS), Certification ISO 14001:2004 for Environment and OHSAS 18001:2007 for safety, has strengthened its image and has indirectly contributed to its productivity.

DIVERSIFICATION PROJECT

Your Company has moved forward in setting up the Solar Photovoltaic cell manufacturing facility used for generation of electrical energy. This new field of business is synergistic with Companys existing businesses and will leverage on its core competencies in the areas of precision high technology, mass manufacturing, and project management.

Your Company is building the solar photovoltaic cell manufacturing unit with a capacity of 40MW per year at Taiuka Bhachau, Dist-Kutch, Gujarat. This photovoltaic plant is being set up in a Special Economic Zone (SEZ) developed by the Company. Your Company acquired 28.75 acres of land for setting up the SEZ adjacent to the existing manufacturing unit at Bhachau, District Kutch, Gujarat. Further, your Company has received its SEZ Notification on April 23, 2009 and the same Was published in the Gazette of India. Plant located in SEZ would be eligible from all applicable taxes and duties.

The company has procured the manufacturing production line from OTB Solar B.V (The Netherlands). The Plant and Machinery have been received in the months of November and December 2008.

The project had been appraised by State Bank of India, Industrial Finance Branch, Marble Arch, Race Course Circle, Vadodara, Gujarat - 390007. The Company commenced its Civil Construction activity with respect to its 40MW Photovoltaic Cell manufacturing Plant from 1st May, 2009.

SPECIAL ECONOMIC ZONE

Your Company had made an application to the Gujarat State Government for setting up a sector specific Special Economic Zone for Non Conventional Energy including Solar; Energy Equipments / Cell in -an area of 11-63-47 hectares at Village:Shikara, Taluka:BHachau, District:Kutch, Gujarat on 20th November 2007. Your Company had also made an application to the Central Government on 30th November 2007 for the same.

On the basis of recommendation of the Special Economic Zone Development Authority the state Government had recommended the proposal to Government of India on 1st July 2008. On 2nd. August 2008 the Board of Approvals, New Delhi formally also approved your companys application for setting up the special economic zone. Your Company got the formal approval from Ministry of Commerce & Industry, Department of Commerce dated October 30, 2008. Later your SEZ was notified on April 23, 2009 and published in the Gazette of India.

DIVIDEND

In view of ongoing diversification plans, the company would be in need of financial resources: Hence the board of directors has decided to conserve the internal resources in order to use the same for the diversification project. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2009 The Directors submit that this will increase shareholders value in long term.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the companys Articles of Association, Mr. Deepak G: Savla and Mr. Jatin R. Ghhadva Directors of the Company retire by rotation.

A brief profile of directors, containing details of directors proposed to be appointed / re- appointed is appended as an annexure to the notice of ensuing annual general meeting.

CORPORATE GOVERNANCE REPORT

Your Company is committed to uphold the highest standards of corporate governance.

Your Company is not a listed Company, clause 49 related to Corporate Governance of the listing agreement is not applicable to the Company. Although a detailed report on Corporate Governance is given which forms part of the Directors Report.

INITIAL PUBLIC OFFERING

In order to augment the funds for companys diversification programs to be undertaken by the company and with a view to strengthen the financial base, your company proposes to raise resource through Initial Public Offer (IPO). Your company proposes to allot up to 88,00,000 Equity Shares to the various categories of investors in the initial public offer by way of book building method under the Securities and Exchange Board of India (SEBI) (Disclosure and Investor Protection Guidelines), 2000 as amended from time to time ("DIP Guidelines"). The process of IPO is at an advanced stage.

OBJECTS OF THE ISSUE

The objects of the Issue are

(1) To setup photovoltaic sqlar cell manufacturing unit

(2) Listing of our securities on Stock Exchanges

DEMATERIALIZATION OF SECURITIES WITH CDSL AND NSDL

Your Company has entered into an Agreement with the Central Depository Services (India) Limited and National Securities DepositoryLimited for dematerializatibh of equity shares in accordance with the provisions of the DepositoriesAct 1996.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from the public during the year under review within the meaning of Section 58A and Section 58AA of the Companies Act, 1956:

AUDITORS

M/s. Swanriy & Chhabra, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(A) CONSERVATION OF ENERGY

Your company has implemented the following measures for Energy Conservation.

(1) At present there is one additional compressor for every two production lines. Your Company is not using these compressors and its has been observed that the quality is not affected. By doing this, your company is saving 1200 KWH every day.

(2) Your company had tied up with an external agency of international repute for Energy Audit. Energy audit is completed and their report is awaited. On implementation of their report, there will be further additional energy saving

(3) During break down/maintenance of power plant, your company is managing with three DG Sets instead of four DG Sets by shifting activities planned in day to night. This has resulted in lower consumption of diesel, thus saving in energy.

(4) Every employee of Euro Multivision is given awareness training on effective management of Electrical energy.

(B)RESEARCH & DEVELOPMENT

(1) Specific area where R&D is being carried out by the Company

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

(2) Benefits derived as results of the above R&D Not Applicable.

(3) Future Plan of Action

Your company would plan for any R&D requirement when it feels the need for the same.

(4) Expenditure on R & D

Not applicable since the company does not have a separate R&D Department.

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

(i) Efforts. Your Company has imported and absorbed the technology form the world leaders VDL ODMS, Netherlands.

(ii) Benefits: The benefits include consistency in production, productivity, quality and reliability.

(iii) Imported Technology:

Technology Imported Your Company has imported the State-of the-art

assembly line from VDL ODMS, Netherlands: Your company has installed ten assembly lines. Year of Import. Financial Year 2004-2005 and 2006-2007 Has the Technology Yes been fully absorbed.

ID) FOREIGN EXCHANGE EARNINGS / OUTGO

Your company has earned a foreign exchange of Rs.6.79 millions through exports of its products. Your company has spent Rs.65.97 million on account of Imports of Raw materials and Rs.43.25 million on account of Import of Capital Goods. Your Company has also spent Rs.25.81 million in Foreign Currency on travel and for other purposes.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employee is given in Annexure "A" to this Directors report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the Annual Accounts for the year ended 31st March 2Q09, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2009.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting : records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)that the annual accounts for the year ended 31st March, 2009 have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity for thanking the Shareholders, Bankers, Auditors, Business Associates, and all Employees of the Company for their co-operation received during the year under review.

By Order of the Board of Directors

Nenshi L Shah Chairman

Place : Mumbai Date : 17th July, 2009

Registered Office

Boston House, Ground Floor, Suren Road, Chakala, Andheri (East), Mumbai - 400 093

 
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