Directors Report of Salora International Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors present the 47th Annual Report of the Company together with Audited Financial Statements for the Financial Year ended 31st March, 2016:

1. FINANCIAL RESULTS (STANDALONE)

A snap shot of the Company''s financial performance for the financial year under review along with previous years'' figures are given hereunder:

(Rs, in Lacs)

	Year ended	Year Ended
	31st March, 2016	31st March, 2015
Net Sales /Income from Business	31169.95	29842.12
Operations Less: Excise Duty	221.88	332.29
Net Sales	30948.07	29509.83
Add: Other Income	329.35	70.81
Increase / (Decrease) in stock	522.65	152.41
Total	31800.07	29733.05
Less: Total Expenditure	31133.14	28877.89
Operating Profit	666.93	855.16
Less: Interest	558.35	489.68
Less: Depreciation & Amortization	250.92	326.09
Profit before exceptional item & tax	(142.34)	39.39
Less: Exceptional Item	-	-
Profit before tax	(142.34)	39.39
Less: Provision for taxes Current Tax
Deferred Tax	55.32	(0.87)
Earlier Year: Deferred Tax	-	-
Earlier Year: Income Tax	-	4.74
Profit / (Loss) after tax	(87.02)	35.53
Add: Balance brought forward from last
year	(87.02)	35.53
Less: Appropriations	-	-
Balance carried to Balance Sheet	(87.02)	35.53

2. DIVIDEND

Due to non availability of profits, your Directors have not recommended any dividend this year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, unclaimed / unpaid Dividend related to the financial year 2008-09 is due for transfer on 19.08.2016 to the Investor Education and Protection Fund established by the Central Government.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the Company has achieved net sales of Rs.309.48 crores in the Financial Year 2015-16 as compared to Rs.295.09 crores in the last Financial Year.

Operating profit for the year was stood at Rs.666.93 lacs against Rs.855.16 lacs during the preceding year.

Company has started commercial production of LED TVs on the new Production Conveyor Line with a capacity of 10,000 units per month installed at our factory premises situated in NOIDA (U.P.). The Company has also started manufacturing and assembling facility for Mobile phones and its Components under flagship of our valued Brand “SALORA”. Company''s alignment with e-commerce players i.e. Amazon, Flipkart, Snapdeal, ebay, Justbuy and Gadgets 360 for sales and marketing of its products, consumers'' response is very enthusiastic.

Company has finalized an alignment with Amazon, which will boost our top line as well as bottom line. This will be regular business with them and your company will be one of their preferred partners in their phase of growth in India.

After agreed alignments your company would be procuring some other well known cross border brands having sharp dominant presence in the ecommerce space to boost up the sales revenue through our well established distribution channels.

Company has been working with Zojirushi Corporation, Japan into Life Style sector to distribute small appliances and thermo ware products and in the months to come we will be launching some new products in the segment.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financial statement relates on the date of this report.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-''I'' and is attached to this report.

7. RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-''I'' and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk Management is attempting to identify, assessment, minimization and then management of threats that could severally impact or bring down an organization. Your Company believes that it is need of the hour in the present market scenario for any Business organization to impeccably recognize and effectively address the risk existing in the environment. Your Board, Audit Committee and Executive Management are continuously identifying the possible risk and make guidance to the management to hedge against those threats.

Audit Committee of the Company with the help of periodical internal audit reports and management''s representations is identifying and evaluating all possible risk and inform Board with their possible recommendations to hedge those risk and minimization procedures. In the opinion of your Board there is no risk that may threaten the existence of the Company.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

10. LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company exceeding the limit as specified under Section 186 of the Companies Act, 2013 during the year under review and particulars of loans given, investments made, guarantees given and securities provided under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the purpose for which the loan or guarantee are provided in Note 13 & 14 of the standalone financial statement.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee as well as Board, for prior approval wherever required. None of the transaction is without approval of the Audit Committee and every such transaction is being placed before for review periodically. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for their review on a quarterly basis. All related party transactions are in the Ordinary Course of Business and at Arm''s Length Basis, which are not material in nature too, hence, outside the scope of Section 188(1) of the Act. Related Party Transaction Statement for approval of the Board and Audit Committee is supported by a certificate of an Independent Chartered Accountant Firm.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at www.salora.com.

Attention of the members is drawn to the disclosure of Related Party Transactions set out in Note 40 of the Standalone Financial Statements forming part of this Annual Report.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Statutory Auditor

M/s. K. Prasad & Co., Chartered Accountants (ICAI Registration No. 002755N), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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.

Secretarial Auditor

The Board has appointed M/s. Navneet K Arora and Co., Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure-''II'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records for its business. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on 30th June, 2016, appointed M/s. Gurvinder Chopra & Co. Cost Accountants as the Cost Auditors for the financial year 2016-17 and has recommended their remuneration to the Shareholders for their ratification.

13. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is being dealt in the Corporate Governance report under Nomination and Remuneration Committee section.

14. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in MGT- 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-''III'' and is attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five (5) Board Meetings during the financial year under review with a gap of statutory time limit provided under the Companies Act, 2013 and SEBI (Listing Obligations & Listing Requirements) Regulations, 2015. Members of the Board duly met on 30th May, 2015, 2nd July, 2015, 13th August, 2015, 5th November, 2015 and 11th February, 2016.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

a. in preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit / (loss) of the company for year ended on that date;

c. proper and sufficient care has been taken for 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 annual accounts have been prepared the on a going concern basis;

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have one Subsidiary i.e. Salora components Ltd.

The Company has no joint venture company.

The detail of financial performance of Subsidiary Company is furnished in Annexure-''IV'' and attached to this report.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri Tarun Jiwarajka, Whole Time Director, who is liable to retire by rotation, retires at this Annual General Meeting and being eligible offer himself for re-appointment.

Smt. Sushmita Shekhar, had resigned from the office of director w.e.f. 11.02.2016

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to continue as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

1) Shri Gautam Khaitan, Chairman

2) Shri P. N. Mehta, Member

3) Shri Sanjeev Kaul Duggal, Member

4) Shri Patanjali Govind Keswani, Member

The above composition of the Audit Committee consists of all independent Directors.

The Company has established a vigil mechanism and oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND PROVIDING VIGIL MECHANISM

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during each calendar year.

No. of complaints received: NIL

No. of complaints disposed off: NIL

23. SHARES

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2016-17 have been paid to both the Stock Exchanges in advance. Recently company has executed new listing agreements with Stock Exchanges under the requirements of provisions of newly introduced SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98.10% of the total number of Equity Shares being held in the electronic mode with the two depositories.

24. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure-''V''.

25. CORPORATE GOVERNANCE REPORT

A separate report of the Board of Directors on Corporate Governance is included in the Annual Report as Annexure-''VI'' and the certificate from M/s. Navneet K. Arora & Co., Practicing Company Secretary (CoP No. 3005) confirming compliance with requirements of Corporate Governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (previously for Clause 49 of the Listing Agreement) is annexed as Annexure-''VII''.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required by Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is given in Annexure-''VIII'' forming part of this report. A certificate regarding compliance conditions of Corporate Governance is annexed. A separate section on Management Discussion and Analysis is given in Annual Report.

27. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control to oversee the Company''s financial reporting process, disclosure of financial information, reviewing the performance of statutory and internal auditors with management, adequacy of internal audit function and internal control system, related party transactions etc., and for this purpose Company has a well constituted Audit Committee headed by a Non-Executive Independent Director. Further, the Company''s Internal Auditors verify the information concerning the reliability of the financial statements as well as the compliance with your Company policies so as to maintain accountability of all its assets and correctness of recorded transactions.

28. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a formal evaluation has been made by the Board of its own performance and that of its committees and individual directors.

29. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors

Salora International Ltd.

Date: New Delhi (Gopal Sitaram Jiwarajka)

Place: 30th June, 2016 Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting 46th Annual Report of the Company together with Audited Statements of Accounts for the Financial Year ended 31st March, 2015

1. FINANCIAL RESULTS

The Company's financial performance for the financial year under review along with previous years figures are given hereunder:

(Rs. in Lacs)

Year ended Year Ended 31st March, 2015 31st March, 2014

Net Sales /Income from Business 29842.12 39904.65 Operations

Less: Excise Duty 332.29 341.30

Net Sales 29509.83 39563.35

Add: Other Income 70.81 461.22

(Increase) / Decrease in stock (152.41) (76.24)

Total 29733.05 40100.81

Less: Total Expenditure 28877.89 39062.34

Operating Profit 855.16 1038.47

Less: Interest 489.68 589.32

Less Depreciation 326.09 352.26

Profit before exceptional item & tax 39.39 96.89

Less: Exceptional Item - -

Profit before tax 39.39 96.89

Less: Provision for taxes

Current Tax - -

Deferred Tax (0.87) (110.36)

Earlier Year: Deferred Tax - -

Earlier Year: Income Tax 4.74 55.26

Profit / (Loss) after tax 35.53 152.00

Add: Balance brought forward from last year - -

35.53 152.00

Less: Appropriations - -

Balance carried to Balance Sheet 35.53 152.00

2. DIVIDEND

To conserve the resources and non availability of profit, your Directors have not recommended any dividend this year also.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, unclaimed / unpaid Dividend related to the financial year 2007-08 is due for transfer on 02.08.2015 to the Investor Education and Protection Fund established by the Central Government.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the Company has achieved net sales of Rs. 295.09 crore in the Financial Year 2014-15 as compared to Rs. 395.41 crore in the last Financial Year.

Operating profit for the year was Rs.35.53 lacs against Rs.152 lacs during the preceding year.

For growth and stability of business, the Company has been focusing mainly on Salora Brand products i.e. LED TVs, SMART TVs, Home Theaters, Tablet Computers, Smart Phones and Feature Phones. Technical reviews of these products and market response is very fine.

The Company has plans to start manufacturing and assembling facility for mobile phones of our valued Brand "SALORA".

In order to strengthen, lifestyle division of the Company, Company plans to extend product line in this segment to meet the requirements of brand conscious consumers.

Company's alignment with e-commerce players i.e. Amazon, Flipkart and Snapdeal for sales and marketing of its products, consumers response is very well.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financial statement relate on the date of this report

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-I" and is attached to this report.

7. RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-I" and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

a) operational, business and market risks including but not limited to technological changes

b) decrease in product prices

c) customer defaults

d) foreign exchange fluctuation

e) interest rates risk and inventory carrying risk

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Since the Company doesn't fall under the companies required to constitute the Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013. Therefore, the Company has not developed and implemented any Policy on Corporate Social Responsibility as the said provisions are not applicable. However, the company formatted a trust "Uttarayan" with a mission and vision to promote education in the field of singing/dancing/arts at its school in Nebsarai, New Delhi. These humble beginning we hope, will for the pillars of an organization wanting to take these activities to a greater heights.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company exceeding the limit as specified under Section 186 of the Companies Act, 2013 during the year under review and 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 are provided in the standalone financial statement (Please refer to Note 18 to the standalone financial statement).

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions are in the ordinary course of business and at arms length basis, which are not material in nature too, hence, outside the scope of Section 188 (1) of the Act. None of the transaction is without approval of the Audit Committee and every such transaction is being placed before for review periodically.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Statutory Auditors

M/s. K. Prasad & Company, Chartered Accountants (ICAI Registration No. 002755N), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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.

Secretarial Auditor

The Board has appointed M/s. Navneet K. Arora & Co., Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure-II" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is being dealt in the Corporate Governance Report under Nomination and Remuneration Committee section.

14. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in MGT- 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure-III" and is attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five (5) Board Meetings during the financial year under review.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit / (loss) of the company for year ended on that date;

c. proper and sufficient care has been taken for 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 annual accounts have been prepared the on a going concern basis;

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have one Subsidiary i.e. Salora Components Ltd.

The Company has no joint venture company.

The detail of financial performance of subsidiary Company is furnished in "Annexure-IV" and attached to this report.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri Tarun Jiwarajka, Whole Time Director of the Company was reappointed by the Board on 10.11.2014 subject to approval of the members at the ensuing Annual General Meeting.

Smt. Sushmita Shekhar, who was appointed as Additional Director in the category of Non Executive Independent on 30.03.2015 and holds the said office till the conclusion of next Annual General Meeting of the Company. A Notice has been received from a member proposing her candidature for re- appointment.

Shri Prem Nath Mehta, Non Executive Director, who is longest in the office amongst the Directors liable to retire by rotation, retires at this Annual General Meeting and being eligible offer himself for re-appointment.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. STATUTORY AUDITORS

M/s. K. Prasad & Company, Chartered Accountants (ICAI Registration No. 002755N), G-1, Ground Floor, South Extension Part - II, New Delhi - 110 048 were appointed as Statutory Auditors for a period of three (3) years in the Annual General Meeting held on 29.09.2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

22. RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is already furnished on the website of the Company on http://salora.com/pdf/Risk_management_policy.pdf. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The implementation of risk management policy has also been covered in the Management Discussion and Analysis which forms part of this report.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

1) Shri Gautam Khaitan, Chairman

2) Shri Prem Nath Mehta, Member

3) Shri Sanjeev Kaul Duggal, Member

4) Shri Patanjali Govind Keswani, Member

The above composition of the Audit Committee consists of all non executive directors with majority of independent directors.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND PROVIDING VIGIL MECHANISM

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year.

No. of complaints received: NIL

No. of complaints disposed off: NIL

25. SHARES

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2015-16 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98.10% of the total number of Equity Shares being held in the electronic mode with the two depositories.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the "Annexure-V".

27. CORPORATE GOVERNANCE REPORT

A separate report of the Board of Directors on Corporate Governance is included in the Annual Report as "Annexure- VI" and the certificate from M/s. Navneet K. Arora & Co., Practicing Company Secretary (CoP No. 3005) confirming compliance with requirements of Corporate Governance as stipulated in Clause 49 of Listing Agreement is annexed as "Annexure-VII".

28. MANAGEMENT DISCUSSION ANALYSIS

Management Discussion and Analysis Report as required by Clause 49 of Listing Agreement with Stock Exchanges is given in "Annexure-VIII" forming part of this report. A certificate regarding compliance conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in Annual Report.

29. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control to oversee the Company's financial reporting process, disclosure of financial information, reviewing the performance of statutory and internal auditors with management, adequacy of internal audit function and internal control system, related party transactions etc., and for this purpose the Company has a well constituted Audit Committee headed by a Non-Executive independent Director. Further, the Company's Internal Auditors verify the information concerning the reliability of the financial statements as well as the compliance with your Company policies so as to maintain accountability of all its assets and correctness of recorded transactions.

30. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of Listing Agreement a formal evaluation has been made by the Board of its own performance and that of its committees and individual Directors.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors Salora International Ltd.

Date: 2nd July, 2015 (Gopal Sitaram Jiwarajka)

Place: New Delhi Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 45th Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2014 is summarized below:

(Rs.in Lacs)

Year ended Year Ended 31st March, 2014 31st March, 2013

Sales 39904.65 37092.12

Less: Excise Duty 341.30 321.34

Net Sales 39563.35 36770.78

Add: Other Income 461.22 189.50

(Increase) / Decrease in Stock (76.24) 604.80

Total 40100.81 36355.48

Less: Total Expenditure 39062.34 35208.16

Operating Profit 1038.47 1147.32

Less: Interest 589.32 689.22

Less: Depreciation 352.26 372.13

Profit before Exceptional Item & Tax 96.89 85.97

Less: Exceptional Item - -

Profit before tax 96.89 85.97

Less: Provision for taxes

Current Tax - -

Deferred Tax (110.36) 20.47

Earlier Year : Deferred Tax - (183.25)

Earlier Year : Income Tax 55.26 -

Profit / (Loss) after tax 152.00 248.75

Add: Balance brought forward from last year - -

152.00 248.75

Less: Appropriations - -

Balance carried to Balance Sheet 152.00 248.75

BUSINESS OPERATIONS & FUTURE OUTLOOK

During the period under review, the Company has achieved net sales of Rs.395.63 crore in the Financial Year 2013-14 as compared to Rs. 367.70 crore in the last Financial Year. Based on performance for the year 2012-13, the Company''s credit rating has been upgraded by rating agency CARE.

profit before extra ordinary items, interest, depreciation, write-offs and provisions for the year was Rs.10.38 against Rs.11.47 crores during the preceding year.

For growth and stability of business, the Company has been focusing

mainly on Salora Brand products i.e. LED TVs, SMART TVs, Home Theaters, Tablet Computers, Smart Phones and Feature Phones. Technical reviews of the new products and market response is very good.

The Company has plans to start manufacturing and assembling facility for mobile phones in the name of our esteemed brand "SALORA".

In order to strengthen our lifestyle division, Company plans to extend our product line in the life-style segment with own brand "Q'' Bon". This will meet the requirements of brand conscious consumers.

Company has also aligned with online e-commerce players Amazon, Flipkart, Snapdeal, etc. for marketing its products directly to consumers.

DIVIDEND

During the year under review, your Company has earned profits after tax of Rs. 1.52 crore. To conserve the resources, the Board of Directors has not recommended any dividend for 2013-14.

FIXED DEPOSITS

The Company has not accepted any deposit during the year under report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statements, it is hereby confirmed that:

i) in preparation of the annual accounts for the Financial Year 2013-14, the applicable accounting standards have been followed and there are no material departures;

ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit / (loss) of the Company for the year ended on that date;

iii) proper and suffcient 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) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri P. N. Mehta, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. It is proposed to re-appoint him in the ensuing Annual General Meeting. Brief resume of Shri P. N. Mehta is given in the Corporate Governance Report.

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2014-15 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notifcation issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure–I" forming part of this report. A Certifcate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. K. Prasad & Co., Chartered Accountants, Statutory Auditors of the Company to hold office till the conclusion of ensuing Annual General Meeting. The Company has received a certifcate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specified in Section 224 (1B). There is no qualifcation in the Auditors'' Report.

RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development are given in the "Annexure – II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of

Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report.

SUBSIDIARY COMPANY(IES)

The annual accounts of subsidiary of this Company i.e. Salora Components Ltd. are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-III) dated 8th February, 2011. Members who are interested in obtaining the annual accounts of subsidiary Company at any point of time may write to the Company Secretary at the Registered office of the Company. The annual accounts of subsidiary Company shall be kept available at the head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 are NIL.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Salora International Ltd.

Regd. office:

D–13/4, Okhla Industrial Area,

Phase – II, New Delhi– 110 020.

CIN L74899DL1968PLC004962

[email protected]

(Gopal Sitaram Jiwarajka) Chairman & Managing Director

Date: 24th May, 2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2013 is summarized below: (Rs.in Lacs)

Year ended Year Ended 31st March, 2013 31st March, 2012

Sales 37317.44 41416.25

Less: Excise Duty 321.34 217.28

Net Sales 36996.10 41198.97

Add: Other Income 189.50 154.20

(Increase) / Decrease in Stock 604.80 814.08

Total 36580.80 40539.09

Less: Total Expenditure 35433.48 40366.52

Operating Proft 1147.32 172.57

Less: Interest 689.22 744.79

Less: Depreciation 372.13 360.25

Proft before Exceptional Item & Tax 85.97 (932.47)

Less: Exceptional Item 130.79

Proft before tax 85.97 (1063.26)

Less: Provision for taxes

Current Tax

Deferred Tax 20.47 (282.97)

Earlier Year : Deferred Tax (183.25)

Earlier Year : Income Tax 10.34

Proft / (Loss) after tax 248.75 (790.63)

Add: Balance brought forward from last year 446.77

248.75 (343.86)

Less: Appropriations - -

Balance carried to Balance Sheet 248.75 (343.86)

BUSINESS OPERATIONS & FUTURE OUTLOOK

During the period under review, the Company has been able to achieve net sales of R 369.96 crore even after discontinuation of IT and Motorola business in the market as compared to R 411.99 crore in the Financial Year 2011-12.

Profts before extra ordinary items, interest, depreciation, write-offs and provisions for the year increased to R11.47 crores from R1.72 crores during the preceding year.

For growth and stability of business, the Company has decided to

focus majorily on Salora Brand products including range of LED TVs, Home Theaters, Tablet Computers, Smart phone and feature phones. Press and technical reviews for the new products and market response is very good. These products will add to the turnover and proft in the year 2013-14.The Company has decided to focus on good margin 3rd party products for distribution.

The Company has tied up with M/s. TCT Mobile International Ltd. for distribution of their smart phones under brand name ALCATEL and servicing of ALCATEL range of mobile phones. ALCATEL is well known brand and large numbers / variety of smart phone sold in many countries including UK, USA, Canada and Russia.

The Company has also been marketing of thermo-ware products of world''s well known brand Zojirushi, of Japan. Company has decided to expand its lifestyle division by introducing its own brand Q''bon including products tumbler, glass and melamine crockery.

The company has discontinued the sale of IT products, which were having low margin and high risk. The Company has also restructured its overheads resulting into optimization of expenses in line with current business.

DIVIDEND

During the year under review, the Company has profts after tax of R 2.49 crore. In the fnancial year 2012–13 company has focused to stabilize the business, therefore, Board of Directors has not recommended any dividend.

FIXED DEPOSITS

The Company has not accepted any deposit in the year under report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statements, it is hereby confrmed that:

i) in preparation of the annual accounts for the Financial Year 2012-13, the applicable accounting standards have been followed and there are no material departures.

ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft / (loss) of the Company for the year ended on that date;

iii) proper and suffcient 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) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri Sanjeev Kaul Duggal and Shri Patanjali Govind Keswani, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Further the present term of Shri Gopal Sitaram Jiwarajka, Managing Director of the Company expires on 30th June, 2013.It is proposed to reappoint him in the ensuing Annual General Meeting. Brief resume of the said Directors are given in the Corporate Governance Report.

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2013-14 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notifcation issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure – I" forming part of this report. A Certifcate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. K. Prasad & Co., Chartered Accountants, Statutory Auditors of the Company hold offce up to the conclusion of the ensuing Annual General Meeting. The Company has received a certifcate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specifed in Section 224 (1B). There is no qualifcation in the Auditors'' Report.

RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development are given in the "Annexure – II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report.

SUBSIDIARY COMPANIES

The annual accounts of subsidiaries of this Company i.e. Salora Capital Ltd. and Salora Components Ltd. are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-III) dated 8th February, 2011. Members who are interested in obtaining the annual accounts of subsidiary Companies at any point of time may write to the Company Secretary at the Registered Offce of the Company. The annual accounts of subsidiary Companies shall be kept available at the head offce of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 are NIL.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Salora International Ltd.

Regd. Offce:

D–13/4, Okhla Industrial Area,

Phase – II, New Delhi– 110 020

(Gopal Sitaram Jiwarajka)

Chairman & Managing Director

Date: 30th May, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2012 is summarized below:

(Rs. in Lacs)

Year Ended Year Ended 31st March, 2012 31st March, 2011

Sales 41416.25 52062.39

Less: Excise Duty 217.28 857.67

Net Sales 41198.97 51204.72

Add: Other Income 154.20 175.54

Increase/(Decrease) in Stock 814.08 (3549.58)

Total 40539.09 47830.68

Less: Total Expenditure 40366.52 48035.96

Operating Profit 172.57 (205.28)

Less: Interest 744.79 672.56

Less: Depreciation 360.25 387.49

Profit before Tax (932.47) (1265.33)

Less: Exceptional Item 130.79 -

Less: Provision for taxes (1063.26) (1265.33)

Current Tax - -

Deferred Tax (282.97) (352.85)

Fringe Benefit Tax - -

Earlier Year : Income Tax 10.34 0.28

Profit/(Loss) after tax (790.63) (912.76)

Add: Balance brought forward from last year 446.77 1359.53

(343.86) 446.77

Less: Appropriations - -

Balance carried to Balance Sheet (343.86) 446.77

BUSINESS OPERATIONS & FUTURE OUTLOOK

During the period under review, the Company has been able to achieve net sales of R 411.99 crore despite increasing competition in the market as compared to R 512.05 crore in the Financial Year 2010-11.

The Company suffered a net loss after tax of R 7.91 crore in the Financial Year 2011–12 as compared to R 9.13 crore in the Financial Year 2010-11.

The coming period will be challenging and at the same time bring new opportunities for us. Considering the market scenario and the state of the current portfolio of products, the Company is looking at other new avenues of business to reduce the risk of business. From a long term perspective company has decided to focus on Salora Brand. Company has already launched mobile phones and data cards under Salora Brand. It is also planned to launch memory card, Home theatres and LCD TVs under Salora Brand. The Company has entered into an agreement with Micromax for providing after sale services to its super phone. The Company also entered into agreement with LEXMARK for sale and marketing of its intelligent printers on pan India basis.

It is expected that the results will start coming during this financial year.

DIVIDEND

During the year under review, the Company suffered a net loss after tax of R 7.91 crore and therefore, Board of Directors has not recommended any dividend for the Financial Year 2011–12.

FIXED DEPOSITS

The Company has not accepted any deposit in the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statements, it is hereby confirmed that:

i) in preparation of the annual accounts for the Financial Year 2011-12, the applicable accounting standards have been followed and there are no material departures.

ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit/(loss) of the Company for the year ended on that date;

iii) 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) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri Gautam Khaitan, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. Brief resume of Shri Gautam Khaitan, Director is given in the Corporate Governance Report. Shri Tarun Jiwarajka, then who was appointed as an Additional Director on 10 November, 2011 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and who holds offce up to the date of this Annual General Meeting and propose to be regularized as a director of the Company. Shri Tarun Jiwarajka was also appointed as a Whole Time Director w.e.f. 10.11.2011 and will continue to hold that position, in his regularisation."

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2012-13 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure - I" forming part of this report. A Certificate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. K. Prasad & Co., Chartered Accountants, Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specified in Section 224 (1B). There is no qualification in the Auditors' Report.

RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development are given in the "Annexure - II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report.

SUBSIDIARY COMPANIES

The annual accounts of subsidiaries of this Company i.e. Salora Capital Ltd. and Salora Components Ltd. are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-lll) dated 8th February, 2011. Members who are interested in obtaining the annual accounts of subsidiary Companies at any point of time may write to the Company Secretary at the Registered Office of the Company. The annual accounts of subsidiary Companies shall be kept available at the head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Salora International Ltd.

Regd. Office:

D-13/4, Okhla Industrial Area,

Phase-II, New Delhi-110 020.

(Gopal Sitaram Jiwarajka)

Date: 29th May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 42nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2011 is summarized below:

(Rs. in Lacs)

Year ended Year ended March 31, 2011 March 31, 2010

Sales 52062.39 52451.97

Less: Excise Duty 857.67 491.44

Net Sales 51204.72 51960.53

Add: Other Income 175.54 156.33

Increase / (Decrease) in Stock (3549.58) 116.35

Total 47830.68 52233.21

Less: Total Expenditure 48035.96 52180.17

Operating Profit (205.28) 53.04

Less: Interest 672.56 608.86

Less: Depreciation 387.49 427.19

Profit before Tax (1265.33) (983.01)

Less: Provision for taxes

Current Tax - -

Deferred Tax (352.85) (378.68)

Fringe Benefit Tax - -

Earlier Year : Income Tax 0.28 13.94

Profit / (Loss) after tax (912.76) (618.27)

Add: Balance brought forward from last year 1359.53 1977.80

446.77 1359.53

Less: Appropriations - -

Balance carried to Balance Sheet 446.77 1359.53

BUSINESS OPERATIONS & FUTURE OUTLOOK

During the period under review, the Company has been able to achieve net sales of Rs. 512.05 crore despite increasing competition in the market as compared to Rs. 519.61 crore in the Financial Year 2009–10 showing a decrease of 1.45%. The Company suffered a net loss after tax of Rs. 9.13 crore in the Financial Year 2010–11 as compared to Rs. 6.18 crore in the Financial Year 2009–10.

The coming period will be challenging and at the same time bring new opportunities for us. The Company has launched Salora Brand Mobile phone in April, 2011. The Company has also launched Salora Brand 3G Data Card in May, 2011. In order to diversify the distribution platform, the Company has entered into agreement with Zojirushi Hong Kong Co. Ltd. for exclusive distribution of their thermo ware products in India.

The Company has also entered into agreement with Shenzhen Tenda Technology Co. Ltd. for distribution of networking products including switches, routers, hub, gateway, cable modem, LAN Adaptor, related antenna, optic media connector, wireless broad band, routers, wireless LAN Adaptor. The Company also entered into strategic tie- up with Sharp Business Systems (India) Ltd. for exclusive distribution of consumer electronics, home and small kitchen appliances in India under the brand "Sharp". It is expected that the results will start coming during this financial year as all the new business takes some time to stabilize and grow. The Company has discontinued the distribution business of Dell Laptops. The Company closed its manufacturing unit situated at C-52, Phase II, NOIDA (U.P.) w.e.f. 31st January, 2011. This unit has been operating at higher fixed cost resulting in operational losses. However, the Company will continue manufacturing of consumer electronic products at its other units and on outsource basis.

DIVIDEND

During the year under review, the Company suffered a net loss after tax of Rs. 9.13 crore and therefore Board of Directors has not recommended any dividend for the Financial Year 2010–11.

FIXED DEPOSITS

The Company has not accepted any deposit in the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statements, it is hereby confirmed that:

i) in preparation of the annual accounts for the Financial Year 2010-11, the applicable accounting standards have been followed and there are no material departures.

ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit / (loss) of the Company for the year ended on that date;

iii) 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) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri P. N. Mehta, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. Brief resume of Shri P. N. Mehta, Director is given in the Corporate Governance Report.

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2011-12 have been paid to both the Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure – I" forming part of this report. A Certificate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. K. Prasad & Co., Chartered Accountants, Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specified in Section 224 (1B). There is no qualification in the Auditors' Report.

RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development are given in the "Annexure – II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report.

SUBSIDIARY COMPANIES

The annual accounts of subsidiaries of this Company i.e. Salora Capital Ltd. and Salora Components Ltd. are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-III) dated 8th February, 2011. Members who are interested in obtaining the annual accounts of subsidiary Companies at any point of time may write to the Company Secretary at the Registered Office of the Company. The annual accounts of subsidiary Companies shall be kept available at the head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors Salora International Ltd.

Sitaram Jiwarajka Chairman

Regd. Office:

D–13/4, Okhla Industrial Area, Phase – II, New Delhi - 110 020

Date: 30th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 41st Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2010 is summarized below:

(Rs in Lacs)

YEAR ENDED YEAR ENDED March 31,2010 March 31, 2009

Sales 52451.97 72034.41

Less: Excise Duty 491.44 645.70

Net Sales 51960.53 71388.71

Add: Other Income 156.33 105.01

Increase / (Decrease) in Stock 116.35 (967.89)

Total 52233.21 70525.83

Less: Total Expenditure 52180.17 68977.13

Operating Profit 53.04 1548.70

Less: Interest 608.86 1004.43

Less: Depreciation 427.19 520.08

Profit before Tax (983.01) 24.19

Less: Provision for taxes

Current Tax - 57.00

Deferred Tax (378.68) (42.49)

Fringe Benefit Tax - 44.10

Earlier Year: Income Tax 13.94 (6.32)

Profit / (Loss) after tax (618.27) (28.10)

Add: Balance brought forward from last year 1977.80 2108.94

1359.53 2080.84

Less: Appropriations - 103.04

Balance carried to Balance Sheet 1359.53 1977.80

BUSINESS OPERATIONS & FUTURE OUTLOOK

Net Sales of Rs.519.61 crores was achieved for the year ended 31st March, 2010 (Rs.713.89 in last Financial Year), registering negative growth. Profit before interest, depreciation and tax for the year decreased to Rs.53 lacs from Rs. 15.49 crores during the preceding Financial Year. The revenue of the Company has decreased mainly due to discontinuation of distribution and service business of Sony Ericsson Products. It had adverse impact on the turnover of the Company and at the same time opened the doors for new products.

The Company has tied up with M/s. Micro Star International (MSI) for distribution of MSI Laptops and with M/s. Dell India Pvt. Ltd. for distribution of DELL Laptops. To maintain market share in telecom sector the Company has entered into an agreement with M/s. Mobell

Technologies (Brand name Mobell) and Motorolla India Pvt. Ltd. for distribution of mobile handsets and accessories. The Company has also entered into an agreement with M/s. Sistema Shyam Teleservices Ltd. (Brand name MTS) for distribution of its data devices, handsets, cellular mobile services and related products.

In order to diversify the distribution platform Company has entered into strategic tie up with Samsung C & T Corporation for marketing and distribution of Pleomax brand CFL bulbs. Further to promote Salora Brand, Company has launched glossy paper and stationery products. All the above new products are expected to achieve good volume by the end of second quarter of this Financial Year and future outlook of the Company is reasonably bright. However, the profitability is closely linked to the competition in the domestic and export market, exchange rate fluctuations and overall economic development of the Country.

DIVIDEND

During the year under review, the Company suffered a net loss after tax of Rs.6.18 crore and therefore Board of Directors has not recommended any dividend for the Financial Year 2009-10.

FIXED DEPOSITS

The Company has not accepted any deposit in the year under report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statements, it is hereby confirmed that:

i) in preparation of the annual accounts for the Financial Year 2009-10, the applicable accounting standards have been followed and there are no material departures.

ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit/ (loss) of the Company for the year ended on that date;

iii) 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) the annual accounts have been prepared on a going concern basis.

DIRECTORS

Shri Sanjeev Kaui Duggal and Shri Patanjali Govind Keswani, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Further the present term of Shri Gopal Sitaram Jiwarajka, Managing Director of the Company expires on 30th June, 2010. It is proposed to reappoint him in the ensuing Annual General Meeting. Brief resumes of the said Directors are given in the Corporate Governance Report.

LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at The Stock Exchange, Mumbai (BSE) and National Stock Exchange (NSE) and listing fees for the Financial Year 2010-11 have been paid to each of the above Stock Exchanges.

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w. e. f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI).Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure - I" forming part of this report. A certificate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report.

AUDITORS AND AUDITORS REPORT

M/s. K. Prasad & Co., Chartered Accountants, the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specified in Section 224 (1B). There is no qualification in the Auditors Report.

RESEARCH AND DEVELOPMENT

Particulars regarding Research & Development are given in the "Annexure - II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report.

SUBSIDIARY COMPANIES

The name of Jadoonet Ltd. has been changed to Salora Capital Ltd. w.e.f. 13th May, 2009 which reflects NBFC business of the Company.

The annual accounts of subsidiaries of this Company i.e. Salora Capital Ltd. and Salora Components Ltd. are annexed as required by Section 212 of the Companies Act, 1956. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information ;.. is being sent to all the Members of the Company and others entitled ; thereto. Member who is interested in obtaining such particulars may - write to the Company Secretary at the Registered Office of the - Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors Salora International Ltd.

Place : New Delhi Sitaram Jiwarajka

Date: 29th May, 2010 Chairman