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Directors Report of MIRC Electronics Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Fourth Annual Report along with the audited Financial Statements of the Company for the year ended March 31,2015.

The financial highlights for the year under review are as under:

Results of Operations

(Rs. in Crores)

Particulars Financial year Financial year ended March ended March 31, 2015 31, 2014

Gross Turnover 1120.56 1368.90

Gross Profit (before interest, 50.51 (7.52) depreciation, tax and writing off of preliminary expense)

Interest 32.92 38.13

Depreciation 14.15 14.33

Provision for taxation - -

Net Profit/(Loss) before tax 3.44 (59.97)

Current Tax 0.45 -

Deferred Tax Liability/(Asset) 2.19 -

Profit/(Loss) After Tax 0.81 (59.97)

Balance in Profit & Loss A/c carried 16.74 76.71 forward from the last year

Amounts available for 12.99 16.74 appropriations

State of Company's Affairs

During the year under review, your Company has made gross turnover of Rs. 1120.56 crores as against Rs. 1368.90 crores for the previous year. The Company has made a profit before tax of Rs. 3.44 crores as compared to loss of Rs. 59.97 crores in the previous year. The Company has reported a net profit after tax of Rs. 0.81 crores as against loss of Rs. 59.97 crores.

As compared to the past few years, the financial year 2014-2015 was the year of transition for the Company.

The Company believes in changing constantly to adapt to the changing taste of Indian consumer and the market scenario. The Company understands the Indian consumers' psychology in a better manner. The Board of Directors and the senior management of the Company always think out of the box and come up with innovative product proposition and marketing such as:

I GENIUS: The Company has introduced Onida I genius (IOT based technology) "India's first wi-fi AC" which can be operated with smart phone to address the digitalized crowd. It is available in 0.8 ton, 1 ton and 1.5 ton with 2 star, 3 star and 5 star rating.

BIG SCREEN BIG ENTERTAINMENT: To improve the top line of the Company, the Company has undertaken the campaign of "big screen big entertainment" in LED TV segment where the Company has focused and put its resources to sell 32 inch and above screen sized LED TV series. This initiative is a part of "FOCUS PRODUCT FOCUS MARKET STRATEGY", where the Company has capitalized the potential of its brands which has resulted in improving our profitability.

SOCIAL MEDIA CAMPAIGN: In order to get into the consideration set of generation-Y, the Company has realigned its marketing strategy to connect digitally through social media marketing i.e. facebook, twitter and google.

E-COMMERCE: The financial year 2014-2015 has witnessed E-commerce evolution in a much stronger and deeper levels. Rising internet and mobile phone penetration have changed the way doing in business. The Company understands the importance of e-commerce and wisely entered into a partnership with the leading players of e-commerce platform.

Looking forward to the financial year 2015-2016, the Company will continue to innovate and come up with customer delight premium products with path breaking technology and affordable pricing to take its brands to the next level.

Dividend and Transfer to General Reserves

Considering the cash requirement for business growth and debt servicing, your Directors decided, not to propose dividend for the year ended March 31, 2015 and there is no appropriation of any amount to General Reserves during the year under review.

Preferential Issue of Warrants

The Board of Directors of the Company has approved issuance of a warrant upto the size of Rs. 32,50,00,000/- (Rupees Thirty Two Crores Fifty Lakhs only) on preferential basis, to Bennett Coleman & Co. Limited, a non-promoter company. The Board of Directors of the Company has further delegated authority to Committee of Directors to make any changes, modification in the terms and conditions of the Issue and the overall issue size and warrant Subscription amount and / or the number of warrant/s to be issued and the price of shares to be allotted on payment of total subscription amount of the warrant, subject to the approval of the members of the Company through postal ballot. The object of issue of warrant is to meet funding requirements towards brand building of the Company through advertising in the print and non-print medium/media.

Consolidated Financial Statements

In accordance with the Companies Act, 201 3 read with the Companies (Accounts) Rules, 2014 amended from time to time and Accounting Standard (AS)-21, the consolidated financial statements is provided in the Annual Report.

Subsidiary Company

Your Company is having a subsidiary company i.e. Akasaka Electronics Limited. During the year under review, Akasaka Electronics Limited made revenues of Rs. 6.43 crores as compared to Rs. 13.66 crores in the previous year. Akasaka Electronics Limited has incurred a loss before tax of Rs. 5.42 crores as compared to loss of Rs. 2.52 crores in the previous year. The working of Akasaka Electronics Limited was impacted due to shut down of its business operation due to adverse financial condition, continual losses, increase in operational costs and hostile industrial relations.

The annual accounts of the subsidiary company and the related detailed information are made available to the members of the Company and of the subsidiary company seeking such information. The annual accounts of the subsidiary company are also made available for inspection by any member at the registered office of the Company and of the subsidiary company.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website link at http://www.omda. com/policies. The copies of the audited financial statements of the subsidiary company can be sought by any member of the Company by making a written request addressed to the Company Secretary of the Company at the registered office of the Company.

Board of Directors

The Board of Directors of the Company comprises of the following Directors:

(i) Mr. Gulu L. Mirchandani- Chairman & Managing Director

(ii) Mr. Vijay J. Mansukhani- Managing Director

(iii) Mr. Shyamsunder Dhoot- Whole-Time Director

(iv) Mr. Rafique Malik- Independent Director

(v) Mr. Carlton Pereira- Independent Director*

(vi) Ms. Radhika Piramal- Independent Director**

*Mr. Carlton Pereira was appointed as Additional Director and as an Independent Director at the meeting of the Board of Directors of the Company held on May 15, 2014.

**Ms. Radhika Piramal was appointed as Additional Director and as an Independent Director at the meeting of the Board of Directors of the Company held on July 24, 2014.

During the year under review, Mr. Rafique Malik, Mr. Carlton Pereira and Ms. Radhika Piramal were appointed as Independent Directors for five consecutive years, for a term upto September 2, 2019 by the members at the Annual General Meeting of the Company held on September 3, 2014.

During the year under review, Mr. Ranjan Kapur and Mr. Vimal Bhandari, Independent Directors of the Company have resigned as Directors of the Company on April 28, 2014 and June 7, 2014 respectively due to their personal commitments.The Board places its appreciation for the guidance and advice rendered by them on the Board of Directors of the Company.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, Mr. Gulu L. Mirchandani, Chairman & Managing Director, shall retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

Mr. Vijay Mansukhani, Managing Director, was re-appointed by the Board of Directors of the Company in its Board meeting held on March 26, 2015 as Managing Director for a further period of three years with effect from April 1, 2015, subject to approval of the Members of the Company at the ensuing Annual General Meeting.

The notice convening the Annual General Meeting includes the proposal for appointment/re-appointment of the Directors.

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with the requirements set out under Schedule III of the Companies Act, 2013, have been followed along with proper explanation relating to material departures;

b) 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) 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.

Corporate Governance

Your Company believes in adopting best Corporate Governance practices. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report.

The requisite certificate from the Statutory Auditors of the Company i.e. M/s S R B C & Co. LLP, Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under the clause 49 of the Listing Agreement is annexed to this Report.

The declaration signed by the Chief Executive Officer of the Company regarding compliance of Code of Conduct for Board members and Senior Management personnel forms part of this Report.

Management Discussion And Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'.

Contracts And Arrangements With Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of the related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Director of the Company may be accessed on the website of the Company at the link http://www.onida.com/policies.

Your Directors draw attention of the members to Note 39 to the standalone financial statement which sets out related party transactions. Form No. AOC-2 as mentioned under the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith Annexure A.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having networth of Rs. 500 crores or more or turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more during any financial year shall ensure that it spends, in every financial year, atleast 2 (Two) percent of the average net profits made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

The aforesaid requirement will not be applicable to the Company for the financial year 2014-15 as the Company did not have profit during the three immediately preceding financial years.

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee constituted by the Board of Directors of the Company.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

Extract Of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 amended from time to time, are included in this Report as Annexure-B and forms an integral part of this Report.

Key Managerial Personnel

The Board of Directors of the Company in their meeting held on May 15, 2014 had noted below mentioned persons as Key Managerial Personnel of the Company in terms of the requirement of Section 203 of the Companies Act, 2013 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, within the meaning of Section 2(51) of Companies Act, 2013.

Sr. Name of the person Designation No.

1. Mr. Gulu Mirchandani Chairman & Managing Director

2. Mr. Vijay Mansukhani Managing Director

3. Mr. Shyamsunder Dhoot Whole - Time Director

4. Mr. Aashay Khandwala Head - Corporate Affairs, Legal & Company Secretary

5. Mr. G. Sundar Chief Executive Officer

6. Mr. Predeep Kumar Gupta Chief Financial Officer

*During the year under review, Mr. Predeep Kumar Gupta, Chief Financial Officer of the Company has resigned on November 07, 2014 and Mr. Muthu Elango was appointed as Chief Financial Officer in his place.

Board Evaluation

Pursuant to the provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. A structured questionnaire was prepared after taking into consideration of the various aspects such as performance of specific duties, obligations, Board's functioning, composition of the Board and its Committees, culture and governance.

The performance evaluation of the Chairman, Executive Director and Independent Directors was carried out by the entire Board of Directors of the Company excluding the director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are annexed herewith marked as Annexure C-I and Annexure C-II:

a) Policy on criteria for appointment & evaluation of executive directors and independent directors; and

b) Policy on remuneration of directors, key managerial personnel and other senior management employees.

Public Deposits

During the year under review, the Company has neither invited nor accepted any public deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The members of the Company at the Annual General Meeting of the Company held on September 3, 2014, has appointed M/s. S R B C & Co. LLP., Chartered Accountants, as Statutory Auditors of the Company, to hold the office till the conclusion of the thirty seventh Annual General Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the members of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to amended rules dated December 31, 2014 issued by Ministry of Corporate Affairs (MCA) and in compliance with the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 amended from time to time, the Board of Directors of the Company, on the recommendation of Audit Committee, has appointed Mr. Suresh D. Shenoy as the Cost Auditor of the Company for the financial year 2015-2016.

Secretarial Auditors

Ms. Ragini Chokshi of M/s. Ragini Chokshi & Co, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Personnel) Rules, 2014 amended from time to time. The secretarial audit report for financial year ended March 31,2015 is annexed herewith marked as Annexure-D to the this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures

Corporate Social Responsibility (CSR)Committee

The CSR Committee comprises Mr. Gulu L. Mirchandani, Chairman, Mr. Vijay J. Mansukhani and Mr. Rafique Malik as other members.

Audit Committee

The Audit Committee comprises Mr. Carlton Pereira, Chairman, Mr. Rafique Malik and Ms. Radhika Piramal as other members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Rafique Malik, Chairman and Mr. Gulu L. Mirchandani and Mr. Vijay J. Mansukhani as other members.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Rafique Malik, Chairman and Mr. Carlton Pereira and Ms. Radhika Piramal as other members.

Whistle Blower Policy / Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

The policy also been posted on the website of Company i.e. www.onida.com.

Meeting of the Board

The details of the number of meeting of the Board held during the financial year / tenure forms part of the Corporate Governance Report.

Particulars of Loan given, Investment made, Guarantee given and Securities provided by the Company

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are provided in the standalone financial statement (Please refer to Note 9 and 10 to the standalone financial statement).

Significant and Material order passed by the Regulatory or Courts

There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operation.

Listing fees

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above Stock Exchanges till date.

Clause 5A of the Listing Agreement

Pursuant to clause 5A of the Listing Agreement the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31,2015 are as under:

Sr. Description No. of No. of No. Shareholders Shares

1 Aggregate number of shareholders and 4691 102435 the outstanding shares in the suspense account lying at the beginning of the financial year

2 Number of shareholders who approached 11 100 issuer for transfer of shares from suspense account during the financial year

3 Number of shareholders to whom shares 11 100 were transferred from suspense account during the financial year

4 Aggregate number of shareholders 4680 102335 and the outstanding shares in the suspense account lying at the end of the financial year

All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. The Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Transfer of Unpaid and Unclaimed Dividend

Pursuant to Section 205A(5) of the Companies Act, 1956, the dividend declared for the financial year 2005-2006 (Final) and 2006-2007 (Interim) which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

The shareholders who have not claimed dividend for the financial year 2007-2008, which is due for transfer to IEPF on expiry of seven years on July 31, 2015 are requested to write to the Registrar & Share Transfer Agent of the Company for claiming their unpaid/ unclaimed dividend.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures pertaining to remuneration and other details as required is appended as Annexure E to the Board's report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month,under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for the inspection at the registered office of the Company.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Internal Control System

The Company has adequate internal control system commen- surate with its size and business. The Internal Auditors of the Company reviewed and confirmed that all the financial transactions of the Company are in line with the compliance of laws, policies and procedures and have been correctly recorded and reported. The Internal Audit is conducted on regular basis and the reports are submitted to the Audit Committee at their quarterly meetings. The Audit Committee actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.

Research and Development

The Company recognizes that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements.

The Company is proud to have a team of dedicated engineers at the Onida Research and Development Centres in Mumbai and Shenzhen (China), who facilitate in making state-of-the-art technology products, satisfying customer expectations.

This team conducts research in the areas of:

* Embedded Software

* Industrial Design

* Mechanical Design

* Electrical Circuit Design

Conservation of Energy, Research and Development, Technological Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure-F and forms part of this Report.

Environment

The Company continues to strive to address matters related to environment through number of initiatives. The E-Waste resulting from end of life of electronic products and its rudimentary recycling leads to pollution resulting in environmental degradation. To address some of the concerns the Ministry of Environment and Forests has passed E-waste (Management & Handling) Rules, 2011. Based on Extended Producer Responsibility (EPR) principle the rules assign the responsibility to Producers for end of life management of toxic waste. The Company understands its EPR and has instituted necessary compliance mechanism and systems. The Company has established at manufacturing plants e-waste collection centers/points to process e-waste. The Company has also tied up with a professional e-waste management company to address the disposal challenge and has necessary certifications from certifying authority.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors take this opportunity to thank the customers, vendors, investors, members and bankers of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.

Your Directors also thank the Government of India particularly the Income Tax Department, the Customs and Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of India, the State Governments and other government agencies for the support and look forward for the continued support from them in the future.

On behalf of the Board of Directors

Place : Mumbai Gulu L. Mirchandani Date : May 07, 2015 Chairman and Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Annual Report and Accounts for the year ended 31st March 2013. The fnancial highlights for the year under review are as under:

Results of Operations

(Rs.in Crores)

Particulars 2012-13 2011-12

Turnover 1365.23 1735.15

Proft/(Loss) before tax (46.88) (41.61)

Income Tax of earlier years 2.79

Deferred Tax 15.45 2.67

Proft /(Loss) after tax (28.64) (38.94)

Surplus carried to balance sheet 76.71 105.35

Performance:

During the year under review, the Turnover of the Company stood at " 1365.23 Crores as against " 1735.15 Crores, during the previous fnancial year, a decline in turnover by 21.32%. The Company incurred a net loss of" 28.64 Crores as against a net loss of" 38.94 Crores recorded during the previous fnancial year.

Your Board is pleased to inform you that the management has initiated a slew of measures to improve both the top line and bottom line of the organization going forward. With these initiatives, the management is confdent of overcoming the present situation and accelerating the pace of growth of the Company.

Dividend

In view of the loss incurred by the Company, no dividend has been proposed for the year ended March 31, 2013.

Transfer to General Reserves

In view of the loss incurred by the company, your Board of Directors is not appropriating any amount to General Reserves during the year under review.

Subsidiary Company

Your company is having a subsidiary company i.e. Akasaka Electronics Limited. In view of circular no. 2/2011 dated 21st February 2011 issued by the Ministry of Corporate Afairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the company and its subsidiary in the annual report for the year under review. Your company believes that the consolidated accounts present a true and fair view of the state of afairs of the company and its subsidiary. Accordingly the annual report of your company does not contain the fnancial statement of its subsidiary, but contains the audited consolidated fnancial statements of the company and its subsidiary.

The annual accounts of the subsidiary company along with the related detailed information, is available for inspection by the shareholders of the Company and its subsidiary company during business hours at the respective registered ofces of Company and subsidiary company. Copies of the audited accounts of the company''s subsidiary can be sought by any member by making a written request addressed to the Company Secretary & Head– Corporate Afairs of the company at the registered ofce of the Company.

Consolidated Financial Statements

In accordance with Accounting Standard 21 on Consolidated Financial Statement and the Listing Agreement entered into with the Stock Exchanges, the audited Consolidated Financial Statement for the fnancial year ended 31st March, 2013 is provided in this Annual Report.

Cash fow statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash fow statement for the year ended 31st March, 2013 is annexed hereto.

Directors

Mr. Shyamsunder Dhoot was appointed as an Additional Director with efect from 16th February, 2013, in accordance with Article 127(a) of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Mr. Dhoot holds ofce only up to the date of the forthcoming Annual General Meeting and a notice under Section 257 of the Act has been received from a member signifying his intention to propose Mr. Dhoot''s appointment as a Director. The Board recommends his appointment as Director.

Mr. Shyamsunder Dhoot was also appointed as a Whole Time Director with efect from 16th February, 2013. An appropriate Resolution has, therefore, been proposed in the Notice convening the Annual General Meeting for approval of Mr. Shyamsunder Dhoot''s appointment and remuneration.

In terms of section 255 and 256 of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Vimal Bhandari and Mr. Ranjan Kapur, Non-executive and Independent Directors, retires by rotation and being eligible ofers them self for re-appointment at the ensuing annual general meeting of the Company. A brief resume of Mr. Vimal Bhandari and Mr. Ranjan Kapur as required under clause 49 of the Listing Agreement, is provided in the notice convening the Annual General Meeting of the Company.

The tenure of Mr. Gulu L. Mirchandani, Chairman & Managing Director will be expiring on 30th November, 2013. In view of his excellent performance, your Directors propose re-appointment of Mr. Gulu L. Mirchandani as Chairman & Managing Director of the Company for a further period of 3 years with efect from 1st December, 2013 to 30th November 2016 on the existing terms and conditions subject to the approval of Central Government.

Directors'' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

a) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They have selected such accounting polices 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 afairs of the company at the end of the fnancial year and of the loss of the company for the year under review;

c) They have taken proper and sufcient care 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;

d) They have prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company believes in adopting efective Corporate Governance practices. Clause 49 of the Listing Agreement deals with the Corporate Governance requirements which every listed company is required to comply with. The Company has accordingly taken efective steps to comply with the requirements of the clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on the Corporate Governance forming part of the Directors'' Report and the certifcate from the Company''s Auditors M/s N. M. Raiji & Co., Chartered Accountants, Mumbai confrming compliance with the conditions of Corporate Governance as stipulated under the clause 49 of the Listing Agreement, is annexed to this report for your perusal.

The Chief Executive Ofcer''s declaration regarding compliance of Code of Business Conduct and Ethics for Board members and senior management personnel forms part of the Report on Corporate Governance.

Green Initiative in the Corporate Governance

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Afairs vide its circular no. 17/2011 dated 21.04.2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. A specimen of request form for registering e-mail IDs to be flled and submitted by the members to the Registrar & Transfer Agent or the Company is annexed separately alongwith the notice of the AGM.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head ''Management Discussion and Analysis''.

Persons Acting in Concert

The names of the Persons Acting in Concert as defned under the SEBI (Acquisition of Shares and Takeovers) Regulation 2011 is disclosed separately in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, as amended.

Fixed deposits

The company has neither invited nor accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

Electronic fling

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.onida.com within the prescribed time limit.

Listing fees

The equity shares of the company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above Stock Exchanges up to date. The Company''s equity shares are also traded in the dematerialized segment for all investors compulsorily and the company has entered into agreements with The Central Depository Services (India) Limited and The National Securities Depository Limited for trading in electronic form.

Clause 5A of the Listing Agreement

Pursuant to clause 5A of the Listing Agreement the details of the shares lying with the Company in Unclaimed Suspense Account as on 31st March, 2013 is as under:

SL. Description No. of cases No. of shares No

1 Aggregate number of 4700 104677 shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

2 Number of shareholders 8 2222 who approached issuer for transfer of shares from suspense account during the year;

3 Number of shareholders 8 2222 to whom shares were transferred from suspense account during the year:

4 Aggregate number of 4692 102455 shareholders and the outstanding shares in the suspense account lying at the end of the year;

All the unclaimed shares are credited to a DEMAT Unclaimed Suspense Account and all the corporate benefts in terms of securities, accruing to on these unclaimed shares shall be credited to such account. The Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Transfer of Unpaid and Unclaimed Dividend to IEPF

Pursuant to section 205A(5) of the Companies Act, 1956, the dividend declared for the fnancial year 2004-05 which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act.

Shareholders who have not claimed dividend for the fnancial year 2005-06, which is due for transfer to IEPF on or after 28th October, 2013 are requested to write to the Company Secretary for claiming their unpaid/ unclaimed dividend.

Auditors

M/s. N. M. Raiji & Co., the existing Auditors retire at the ensuing Annual General Meeting of your Company. A shareholder has proposed the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai as statutory Auditors in place of M/s. N.M.Raiji & Co. in the ensuing Annual General Meeting. M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai have indicated their eligibility, and willingness to be appointed as Statutory Auditors of your Company. A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

The company has received a written confrmation from M/s S.R. Batliboi & Co. LLP, to the efect that their appointment, if made, would be in conformity with the limits prescribed in Section 224 (1B) of the Companies Act, 1956. The report of the auditors on audited accounts for the fnancial year 2012-13, is self-explanatory and does not require any further explanation.

The Auditors have further confrmed to the Company that they are holding a certifcate of Peer Review as per requirement stipulated in the Listing Agreement.

M/s. N.M. Raiji & Co. have not indicated their willingness to be reappointed as auditors of the company.

Cost Auditors

Pursuant to the Order dated 24th January, 2012 passed by the Ministry of Corporate Afairs (MCA), Cost Audit Branch, directing all companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records for products covered under specifed chapters of the Central Excise Tarif Act, 1985 audited by a Cost Auditor, the Company has, based on an application made, received the Central Government''s approval for appointment of Mr. Suresh D. Shenoy as the Cost Auditor of the Company for the year ending 31st March, 2013 in respect of products covered under Chapters 84 and 85 of the Central Excise Tarif Act, 1985.

The Cost Audit Report of Mr. Suresh D. Shenoy, for the year ended 31st March, 2013 will be fled with the Central Government within the due date i.e. (27th September, 2013).

Audit Committee

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, the company has constituted an Audit Committee, which consists of three Independent and Non-executive Directors of the company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan Kapur and Mr. Manoj Maheshwari. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Employee relations and particulars of Employees

Relations between employees and the management continued to be cordial during the year. In terms of provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees are set out in Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary & Head-Corporate Afairs at Registered Ofce of the Company.

Research and Development

Mirc recognizes that a vigorously intelligent research initiative enables not only cost reduction through efective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements.

We are proud to have a team of dedicated engineers at the Onida Research and Development Centres in Mumbai and Shenzhen (China), who facilitate in making state-of-the-art technology products, satisfying customer expectations.

This team conducts research in the areas of:

Embedded Software

Industrial Design

Mechanical Design

Electrical Circuit Design

Conservation of energy, research and development, technological absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure forming part of this report.

Acknowledgement

Your Directors take this opportunity to thank our customers, vendors, investors and bankers for their continued support during the year and we place on record our appreciation to the contribution made by our employees at all levels and you shareholders.

We also thank the Government of India particularly the Income Tax Department, the Customs and Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Afairs, the Reserve Bank of India, the State Governments and other government agencies for their support and look forward for their continued support in the future.

On behalf of the Board of Directors

Sd/-

Date : 14th May 2013 Gulu L. Mirchandani

Place : Mumbai Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their Annual Report and Accounts for the year ended 31st March 2012. The financial highlights for the year under review are as under:

Results of Operations

(Rs in Crores) Particulars 2011-12 2010-11

Turnover 1735.15 2001.27

Profit before tax (41.61) 35.21

Provision for taxation (2.67) 7.92

Profit after tax (38.94) 27.29

Profit available for appropriation 105.35 163.49

Final dividend on equity shares (Proposed) - 14.17

Dividend on Preference Shares - -

Tax on dividend - 2.30

Transfer to general reserve - 2.73

Transfer to Capital Redemption Reserve - -

Surplus carried to balance sheet 105.35 144.29

Performance

During the year under review, the Turnover of the Company stood at Rs 1735.15 Crores as against Rs 2001.27 Crores, during the previous financial year, a decline in turnover by 13.30%. The Company incurred a net loss of Rs 38.94 Crores as against a net profit of Rs 27.29 Crores recorded during the previous financial year.

The performance of the Company during the year was affected due to economic slowdown, which resulted in lower business volume across all the business segments catered by your Company. Tight liquidity conditions witnessed during the whole year lead to increased interest rates. Besides the incident of fire in one of the plant manufacturing washing machines also impacted the performance of the company. The appreciation of dollar vis-a-vis the Indian Rupee also added to the problems of various companies in India, including MIRC, which has impacted its bottomline. The dollar appreciated from Rs 44.10 in the month of April 2011 to Rs 50.88 in March, 2012, thus, registering an increase of almost 15.36 %. Thus, it has not been a year of growth for the Company.

Your Board is pleased to inform you that the management has initiated a slew of measures to improve both the top line and bottom line of the organization going forward. With these initiatives, the management is confident of overcoming the present situation and accelerating the pace of growth of the Company.

Fire incident at the Roorkee unit of the Company

There was a devastating fire in the Roorkee plant of the Company on 8th February, 2012 which engulfed the entire factory premises including the Plant and Machinery, Stock of Raw Material and Finished Products and caused severe damage to the Land and Building. Fortunately, all the properties, stocks, machineries and building were insured. The Company is taking various steps to restart the operations at the said plant shortly.

Dividend

In view of the loss incurred by the Company, no dividend has been proposed for the year ended March 31, 2012.

Transfer to General Reserves

In view of the loss incured by the Company, your Board of Directors is not appropriating any amount to General Reserves during the year under review.

Subsidiary Company

Your Company is having a subsidiary company i.e. Akasaka Electronics Limited. In view of circular no. 2/2011 dated 21st February, 2011 issued by the Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the Company and its subsidiary in the annual report for the year under review. Your Company believes that the consolidated accounts present a true and fair view of the state of affairs of the Company and its subsidiary. Accordingly the annual report of your Company does not contain the financial statement of its subsidiary, but contains the audited consolidated financial statements of the Company and its subsidiary.

The annual accounts of the subsidiary company along with the related detailed information, is available for inspection by the shareholders of the Company and its subsidiary company during business hours at the respective registered offices of Company and subsidiary company. Copies of the audited accounts of the Company's subsidiary can be sought by any member by making a written request addressed to the Company Secretary & Head- Corporate Affairs of the Company at the registered office of the Company.

Consolidated Financial Statements

In accordance with Accounting Standard 21 on Consolidated Financial Statement and the Listing Agreement entered into with the Stock Exchanges, the audited Consolidated Financial Statement for the financial year ended 31st March, 2012 are provided in this Annual Report.

Cash flow statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash flow statement for the year ended 31st March, 2012 is annexed hereto.

Directors

In terms of section 255 and 256 of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Manoj Maheshwari, Non-executive and Independent Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting of the Company. A brief resume of Mr. Manoj Maheshwari as required under clause 49 of the Listing Agreement, is provided in the notice convening the Annual General Meeting of the Company.

During the financial year Mr. Vijay Mansukhani, Managing Director was re-appointed by the Board as Managing Director for a further period of three years with effect from 1st April, 2012, subject to approval of the Members of the Company at the ensuing Annual General Meeting.

Directors' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They have selected such accounting polices 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 the year under review;

c) They have taken proper and sufficient care 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;

d) They have prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company believes in adopting effective Corporate Governance practices. Clause 49 of the Listing Agreement deals with the Corporate Governance requirements which every listed company is required to comply with. The Company has accordingly taken effective steps to comply with the requirements of the clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on the Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors M/s N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate

Governance as stipulated under the clause 49 of the Listing Agreement, is annexed to this report for your perusal.

The Chief Executive Officer's declaration regarding compliance of Code of Business Conduct and Ethics for Board members and senior management personnel forms part of the Report on Corporate Governance.

Green Initiative in the Corporate Governance

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the Company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the Registrar & Transfer Agent or the Company is annexed separately alongwith the notice of the AGM.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head 'Management Discussion and Analysis'

Persons Acting in Concert

The names of the Persons Acting in Concert as defined under the SEBI (Acquisition of Shares and Takeovers) Regulation, 2011 is disclosed separately in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, as amended.

Fixed deposits

The Company has neither invited nor accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

Electronic filing

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.onida.com within the prescribed time limit.

Listing fees

The equity shares of the Company are listed on The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above Stock Exchanges up to date. The Company's equity shares are also traded in the dematerialized segment for all investors compulsorily and the Company has entered into agreements with The Central Depository Services (India) Limited and The National Securities Depository Limited for trading in electronic form.

Clause 5A of the Listing Agreement

Pursuant to clause 5A of the Listing Agreement the Company has already sent several reminder letters by Registered Post to the addresses of the respective shareholders and still there are unclaimed shares left with the Company. The Details of the shares lying with the Company in Unclaimed Suspense Account as on 31st March, 2012 is as under:

SL. No Description No. of cases No. of shares

1 Aggregate number of 4700 104677 shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

2 Number of 0 0 shareholders who approached issuer for transfer of shares from suspense account during the year;

3 Number of 0 0 shareholders to whom shares were transferred from suspense account during the year:

4 Aggregate number 4700 104677 of shareholders and the outstanding shares in the suspense account lying at the end of the year;

All the unclaimed shares are credited to a DEMAT Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing to on these unclaimed shares shall be credited to such account. The Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Transfer of Unpaid and Unclaimed Dividend to IEPF

Pursuant to section 205A(5) of the Companies Act, 1956, the dividend declared for the financial year 2003-04 which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act.

For the purpose of benefiting our shareholders who have not claimed dividend for the financial year 2004-05, which is due for transfer to IEPF on or after 2nd March, 2013, we shall be sending separate letters requesting them once again to claim their unclaimed dividend amount for the said financial year. Such shareholders are requested to write to the Company Secretary for claiming their unpaid/ unclaimed dividend.

Auditors

M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors of the Company, holds office upto the conclusion of the forthcoming Annual General Meeting and have given their consent for re-appointment as statutory auditors of the Company. It is proposed to re-appoint them as auditors for the financial year 2012-13 and fix their remuneration.

The company has received a written confirmation from M/s. N. M. Raiji & Co. to the effect that their appointment, if made, would be in conformity with the limits prescribed in Section 224 (1B) of the Companies Act, 1956. The report of the auditors on audited accounts for the financial year 2011-12, is self-explanatory and does not require any further explanation.

The Auditors have further confirmed to the Company that they are holding a certificate of Peer Review as per requirement stipulated in the Listing Agreement.

Audit Committee

In accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956, the Company has constituted an Audit Committee, which consists of three Independent and Non-executive Directors of the Company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan Kapur and Mr. Manoj Maheshwari. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Employee relations and particulars of Employees

Relations between employees and the management continued to be cordial during the year. In terms of provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees are set out in Annexure to this Report. However, as per the provisions of Section 219( 1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary & Head-Corporate Affairs at Registered Office of the Company.

Research and Development

MIRC recognizes that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements.

We are proud to have a team of dedicated engineers at the Onida Research and Development Centres in Mumbai and Shenzhen (China), who facilitate in making state-of-the-art technology products, satisfying customer expectations.

This team conducts research in the areas of:

- Embedded Software

- Industrial Design

- Mechanical Engineering

- Electrical Engineering

Conservation of energy, research and development, technological absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure forming part of this report.

Acknowledgement

Your Directors take this opportunity to thank our customers, vendors, investors and bankers for their continued support during the year and we place on record our appreciation to the contribution made by our employees at all levels and you shareholders.

We also thank the Government of India particularly the Income Tax Department, the Customs and Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of India, the State Governments and other government agencies for their support and look forward for their continued support in the future.

On behalf of the Board of Directors

Sd/-

Date : 29th May 2012 Gulu L. Mirchandani

Place : Mumbai Chairman and Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their Annual Report and Accounts for the year ended 31st March 2011. The financial highlights for the year under review are as under:

Results of Operations

(Rs. in Crores)

Particulars 2010-11 2009-10

Turnover 2000.36 1568.35

Profit before tax 35.21 22.65

Provision for taxation 7.92 4.28

Profit after tax 27.29 18.37

Profit available for appropriation 163.49 173.29

Final dividend on equity shares (Proposed) 14.17 13.46

Dividend on preference shares - 0.51

Tax on dividend 2.30 2.37

Transfer to general reserve 2.73 1.84

Transfer to Capital Redemption Reserve - 18.91

Surplus carried to balance sheet 144.29 136.20

Performance

During the year under review the turnover of the Company increased from Rs. 1568 crores to Rs. 2000 crores registering an increase of 28% over the previous financial year. The Profit before tax increased from Rs. 23 crores to Rs. 35 crores registering an increase of 52% and the Profit after tax increased from Rs. 18 crores to Rs. 27 crores registering an increase of 49%. Your Directors are confident of maintaining the growth in the ensuing year as well.

This was possible on account of the impressive growth in LCD/LED, Airconditioners and Mobiles. The turnover in the LCD/LED segment grew by 120% as compared to the previous year. In the airconditioning segment the turnover grew by 42.45% and the mobiles segment witnessed a growth of 140% as compared to the previous year. Overall the year under review has been quite satisfactory in view of the various steps taken by management.

Dividend

Your Directors are pleased to recommend payment of dividend on equity shares for the financial year ended 31st March, 2011 at Rs. 1/- per equity share on the face value of Rs. 1/- per share subject to the approval of members of the Company in the ensuing Annual General Meeting.

Transfer to reserves

Your Directors have proposed to transfer Rs. 272.93 lacs (previous year Rs. 183.71 lacs) to the general reserves out of the profits of Company for the year 2010-11.

Subsidiary Company

Your Company is having a subsidiary company i.e. Akasaka Electronics Limited. In view of circular no. 2/2011 dated 21st February 2011 issued by the Ministry of Corporate Affairs, New Delhi, the Board of Directors of the Company have decided to present the audited consolidated statement of accounts of the company and its subsidiary in the annual report for the year under review. Your Company believes that the consolidated accounts present a true and fair view of the state of affairs of the Company and its subsidiary. Accordingly the annual report of your Company does not contain the financial statement of its subsidiary, but contains the audited consolidated financial statements of the Company and its subsidiary.

The annual accounts of the subsidiary company along with the related detailed information, is available for inspection by the shareholders of the Company and its subsidiary Company during business hours at the respective registered offices of company and subsidiary Company. Copies of the audited accounts of the Companys subsidiary can be sought by any member by making a written request addressed to the Company Secretary & Head - Corporate Affairs of the Company at the registered office of the Company.

Consolidated Financial Statements

In accordance with Accounting Standard 21 on Consolidated Financial Statement and the Listing Agreement entered into with the Stock Exchanges, the audited Consolidated Financial Statement for the financial year ended 31st March, 2011 are provided in this Annual Report.

Cash flow statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash flow statement for the year ended 31st March, 2011 is annexed hereto.

Directors

In terms of section 255 and 256 of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Ranjan Kapur, Non-executive and Independent Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting of the Company. A brief resume of Mr. Ranjan Kapur as required under Clause 49 of the Listing Agreement, is provided in the notice convening the Annual General Meeting of the Company.

During the financial year Mr. Gulu L. Mirchandani, Chairman & Managing Director was re-appointed as Chairman & Managing Director for a further period of three years with effect from 1st December, 2010.

Directors Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They have selected such accounting polices 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 and of the profit of the Company for the year under review;

c) They have taken proper and sufficient care 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;

d) They have prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company believes in adopting effective Corporate Governance practices. Clause 49 of the Listing Agreement deals with the Corporate Governance requirements which every listed company is required to comply with. The Company has accordingly taken effective steps to comply with the requirements of the Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on the Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors M/s. N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement, is annexed to this report for your perusal.

The Chief Executive Officers declaration regarding compliance of Code of Business Conduct and Ethics for Board members and senior management personnel forms part of the Report on Corporate Governance.

Green Initiative in the Corporate Governance

In view of Green Initiative in Corporate Governance introduced by Ministry of Corporate Affairs vide its Circular No. 17/2011 dated 21.04.2011, all members who are holding shares of the company in physical mode, are requested to register their e-mail ID with the Company so as to enable the company to send all notices/ reports/ documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies the same. A specimen of request form for registering e-mail IDs to be filled and submitted by the members to the Registrar & Transfer Agent or the Company is annexed separately alongwith the notice of the AGM.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are requested to register/ update their e-mail Ids with their DPs.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of Annual Report under the head Management Discussion and Analysis.

Group

Pursuant to intimations received from Promoters, the names of the Promoters and entities comprising group as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 is disclosed separately in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 1997, as amended.

Fixed deposits

The Company has neither invited nor accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

Electronic filing

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Patterns, Corporate Governance Reports etc. on its website viz. www.onida.com within the prescribed time limit.

Listing fees

The equity shares of the Company are listed on the The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above Stock Exchanges up to date. The Companys equity shares are also traded in the dematerialised segment for all investors compulsorily and the Company has entered into agreements with The Central Depository Services (India) Limited and The National Securities Depository Limited for trading in electronic form.

Clause 5A of the Listing Agreement

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DILV10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company has sent reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode [other than demat mode] are requested to claim their share certificates from the R&T Agent of the company viz. Link Intime India Pvt. Ltd.

We would also like to inform that in case the Company is not able to receive any response to the said letter the shares lying with the company as undelivered/ unexchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose as stipulated in the above circular of SEBI.

Transfer of Unpaid and Unclaimed Dividend to IEPF

Pursuant to Section 205A(5) of the Companies Act, 1956, the dividend declared for the financial year 2002-03 which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act.

For the purpose of benefiting our shareholders who have not claimed dividend for the financial year 2003-04, which is due for transfer to IEPF on or after 12th September, 2011, we shall be sending separate letters requesting them once again to claim their unclaimed dividend amount of the said financial year. Such shareholders are requested to write to the company for claiming their unpaid/ unclaimed dividend.

Auditors

M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors of the company, holds office upto the conclusion of the forthcoming Annual General Meeting and have given their consent for re-appointment as statutory auditors of the company. It is proposed to re-appoint them as auditors for the financial year 2011-12 and fix their remuneration.

The Company has received a written confirmation from M/s. N. M. Raiji & Co. to the effect that their appointment, if made, would be in conformity with the limits prescribed in Section 224 (1B) of the Companies Act, 1956. The report of the auditors on audited accounts for the financial year 2010-11, is self-explanatory and does not require any further explanation.

The Auditors have further confirmed that they are being subject to Peer Review as per SEBI requirement.

Audit Committee

In accordance with Clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956, the Company has constituted an Audit Committee, which consists of three Independent and Non-executive Directors of the company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan Kapurand Mr. Manoj Maheshwari. The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Employee relations and particulars of Employees

Relations between employees and the management continued to be cordial during the year. In terms of provisions of Section

217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees are set out in Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary & Head - Corporate Affairs at Registered Office of the Company.

Research and Development

Mirc recognises that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customised products in line with customer requirements.

We are proud to have a team of dedicated engineers at the Onida Research and Development Centres in Mumbai, Delhi and Shenzhen (China), who facilitate in making state-of-the- art technology products, satisfying customer expectations.

This team conducts research in the areas of:

- Embedded Software

- Industrial Design

- Mechanical Engineering

- Electrical Engineering

Conservation of energy, research and development, technological absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217(1)(e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure forming part of this report.

Acknowledgement

Your Directors take this opportunity to thank our customers, vendors, investors and bankers for their continued support during the year and we place on record our appreciation to the contribution made by our employees at all levels and you shareholders.

We also thank the Government of India particularly the Income Tax Department, the Customs and Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of India, the State Governments and other government agencies for their support and look forward for their continued support in the future.



On behalf of the Board of Directors

Sd/-

Gulu L. Mirchandani

Chairman and Managing Director

Date : 5th May 2011 Place: Mumbai

 
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