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Notes to Accounts of Samtel Color Ltd.

Mar 31, 2015

1.OVERVIEW

The Company having its registered office at 5th floor,501, Copia Corporate Suites, Distt. Centre - Jasola,

New Delhi - 110 025, is engaged in the business of manufacturing of Color Picture Tubes for Color Televisions, Color Electron Guns and Deflection Yoke in its manufacturing facilities located at Ghaziabad, Distt. Gautam Buddh Nagar - (Uttar Pradesh), Kota - (Rajasthan) and Parwanoo, Distt. Solan - (Himachal Pradesh). The Company is listed on the National Stock Exchange of India and Bombay Stock Exchange of India.

2. Rights, preferences and restrictions attached to Shares

The Company has only one class of Equity Shares having a par value of Rs.10 per Share. Each Shareholder is eligible for one vote per Share held. The Company declares dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, In the event of liquidation, the Equity Shareholders are eligible to receive in proportion to their Shareholding, the assets of the Company remaining after distribution of preferential amount.

3.The Company has one class of &% Non Convertible Cumulative Redeemable Preference Shares having a par value of Rs.100 per Share. Each Shareholder (subject to section 87 of the Companies Act 1956 and CDR Scheme) is eligible for one vote per Share held on resolution placed before the Company which directly affect the rights attached to his Preference Shares, entitled to Preferential Dividend at a fixed rate. In the event of liquidation, the Preferential Shareholders are eligible to receive the remaining assets of the Company in proportion to their class of Shareholding. These Shares are redeemable in quarterly installments commencing from June 2017 at a value of Rs,527,51 lacs each.

4. The Company has one class of 0% Non Convertible Cumulative Redeemable Preference Shares having a par value of Rs.100 per Share. Each Shareholder (subject to section 87 of the Companies Act 1956 and CDR scheme) is eligible for one vote per Share held on resolution placed before the Company which directly affect the rights attached to his Preference Shares, in the event of liquidation, the Preferential Shareholders are eligible to receive the remaining assets of the Company in proportion to their class of Shareholding. Among these, Shares amounting to Rs.60.02 lacs were due for redemption at par in June 2011 & amounting to Rs.909.14 lacs were due for redemption at par in September 2011.

5. Terms of Securities Convertible into Equity/ Preference Shares alangwith earliest conversion date

* The Company had received in 2010-11, Rs.3,000 lacs against which 2,06,18,557 number of Share Warrants having optional right of conversion into one Equity Share (against each Warrant) of face value of Rs.10.00 each at a premium of Rs. 4.55 per Share to be issued to Promoters Group Company in terms of CDR scheme. These Warrants are convertible into Equity Shares on receipt of necessary approval from the stock exchanges which is pending for want of an undertaking from CDR lenders.

6. Forfeited Shares (amount originally paid up)

The Company has forfeited 6,000 number of Equity Shares having par value of Rs.10 on which Rs. 5 was paid up. These Shares were forfeited on 23 July, 1992. These Shares are available for reissue.

7. Hypothecation charge is created / to be created over current and moveable assets and first charge over immoveable properties, by way of deposit title deeds of the immoveable properties (both present and future) of the Company on pari- passu basis in favour of 3i tnfotech Trusteeship Services Limited (Security Trustee of CDR Lenders) pursuant to Corporate Debt Restructuring (CDR) scheme.

8. personal Guarantee of Mr. Satish K. Kaura, Chairman and Managing Director.

9.Pledge of 2,26,77,186 nos. (Previous year 2,26,77,186 nos.) equity shares of Samtei Color Limited held by promoter Companies with Infotech Trusteeship Services Limited (Security Trustee on behalf of CDR Lenders).

10. Pledge IS,00,000 nos, (Previous year 15,00,000 nos.) shares of Samtei Glass Limited with 3i infotech Trusteeship Services Limited (Security Trustee on behalf of CDR "/TTX Lenders) pending creation of security on the Kota leasehold land.

11.Rupee Loan from ICICI Bank Limited towards Research and Development projects secured by way of exclusive charge on the specific assets used for the said projects for Rs.232.B4 lacs (Previous year Rs,252.34 lacs) and personal guarantee of Mr. Satish K. Kaura, Chairman and Managing Director of the Company.

12. Foreign Currency Loan from Rabo Bank Limited secured by way of first pari- passu charge created on immoveable assets of the Company situated at Plot no. 2, Greater Noida Industrial Area, Gautam Budha Nagar, U.P. for Rs.lS4.02 lacs (Previous year Rs.176.69 lacs), .

13. Previous year's figures have been changed only due to impact of forex fluctuation in respect of foreign currency loans.

14. Loans (against devolved Letter of Credits, which includes interest amount debited by one of the bank) of Rs. 15,538.72 lacs (Previous year Rs. 15,538.72 lacs) are secured as under:-

Hypothecation charge is created / to be created over current and moveable assets and first charge over immoveable properties, by way of deposit title deeds of the immoveable properties (both present and future) of the Company on pari- passu basis in favour of 3i Infotech Trusteeship Services Limited (Security Trustee of CDR Lenders) pursuant to Corporate Debt Restructuring (CDR) scheme.

15. Personal Guarantee of Mr. Satish K. Kaura, Chairman and Managing Director.

Pledge of 2,26,77,186 nos. (Previous year 2,26,77,186 nos.) equity shares of Samtel Color Limited held by promoter Companies with 3i Infotech Trusteeship Services Limited (Security Trustee on behalf of CDR Lenders).

16. Pledge 15,00,000 nos. (Previous year 15,00,000 nos.) shares of Samtel Glass Limited with 3i Infotech Trusteeship Services Limited (Security Trustee on behalf of CDR Lenders) pending creation of security on the Kota leasehold land.

17. Terms of Repayment of secured loan, defaults in repayment of loan amount, interest and rate of interest thereon :

The loans from Banks amounting to Rs.15,538.72 lacs (Previous year Rs. 15,538.72 lacs) were due for payment upto 2012-13.

The rate of interest thereon varies from 4 % to 12 %. The amount of interest due upto 31.3.2015 but not paid is Rs. 2,990.77 lacs (Previous year Rs. 2,990.77 lacs) - included in note no. 10.

18. Terms of Repayment of unsecured loan, defaults in repayment of loan amount, interest and rate of interest thereon :

The loans amounting to Rs. 494.08 lacs (Previous year Rs. 494.08 lacs) were due for payment up to 2012 - 13. The rate of interest is 12 %. The amount of interest due up to 31.3.2015 but not paid is Rs.211.80 lacs (Previous year Rs.152.49 lacs) - included in note no. 10.

19. CONTINGENT LIABILITIES

i. Contingent Liabilities not provided for in respect of: (Rs. in lacs)

Description Current Year Previous Year

a) Guarantees issued by the Company's Bankers on behalf of the Company for which counter guarantees have been 327.25 327.25 given by the Company*

b) Claims against theCompany not acknowledged as debts:

Demands from Government authorities, being contested by the Company

Income Tax Matters 445.12 445.12

Sales Tax Matters 3,198.19 3,198.19

Excise Duty and Service Tax Matters 2,756.41 2,756.41

UP5EB claims 61.75 61.75

EOU de-bonding 758.80 758.80

Others 158.92 158.92

Transfer charges demanded by Himachal Pradesh Housing 113.00 113.00 Board on account of erstwhile merger of M/s Samtel Electron Devices, Parwanoo with M/s Samtel Color Limited Differential stamp duty on account of construction of 187.00 187.00

building on the leasehold land of M/s Samtel Glass Limited {Formerly known as Samcor Glass Limited)

Customs authorities demand on the account of fraudulent 38.64 38.64

DEBP claimed another party and subsequently purchase by the Company for bonafide consideration - Labour Cases, being contested by the Company 232.51 232.51

Dividend in arrears contested for 8% Non-convertible 1,403.73 1,207.54

Cumulative Redeemable Preference Shares.

c) Irrevocable Corporate Guarantees issued by the Company in favour of Bank, on account of financial assistance availed by a Group Company :

M/s Samtel Electron Devices GmbH (**) 1,350.21 1,651.53

20. Besides the above, the Company has received notices from the Bank towards non - deposition of their dues by the employees of the Company in regard to loans taken by them. The Company was required to deduct and deposit corresponding bank installment from the monthly disbursement of salary to the employees. The exact amount of outstanding loans, payable by the employees, can be ascertained only on receipt of all the notices from the bank. The liability of the Company is limited only to the extent of terminal benefits of the employees, provided in the books, as and when it will be paid by the Company.

21. Commitments:

Estimated amount of contracts remaining to be executed

on capital account and not provided for {net of advances) - -

22. Includes Bank Guarantee of Rs. 227.25 lacs (Previous year Rs. 227.25 lacs) given to M/s Samsung C & T Corporation - Korea, which has been devolved by the Bank during the year. The outstanding balance to the party, as per books, is Rs. 1,233.24 lacs (Previous year Rs. 1,233.24 lacs). The actual amount can be determined on receipt of confirmation from the party.

23 Secured by way of charge created / to be on immovable properties and by the way of hypothecation of all movable properties of the Company, save and except book debts, both present and future on first pari-passu basis. The change in amount is only due to reinstatement of foreign currency (Euro). During the earlier years, the Foreign Bank has invoked the Bank Guarantee given by ICICI Bank Limited and a legal notice has been issued by the ICICI Bank Limited to the Company to this effect.

24 The amount shown in item (i) above represent guarantees given in the normal course of the Company operation and are not expected to result in any loss to the Company on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

25 The amount in the item (i) above represents in the best possible estimates arrived at on the basis of available Explanation. The uncertainties and the possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore, cannot be predicted accurately. The Company engages reputed professional advisor to protect its interests and has been advised that it has strong legal position against such disputes.

26. Pursuant to the Employee Stock Option Scheme established by the Company on 16th July 2001, the Company has granted 5,33,569 share options to the eligible employees till 31st March 2015. Each option entitles the eligible employees to apply for and be issued one equity share. The shares, under these share options, will be issued at a price being the closing price at Bombay Stock Exchange on the date of grant of stock options. The vesting period for the share options varies over a period of thirty six months.

27. POST EMPLOYEES BENEFITS

In accordance with the adoption of Accounting Standard -15 (Revised 2005) on "Employee benefits" the Company has accounted for the long term benefits and contribution schemes as under:

28 Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of Gratuity and leave encashment on the basis of actuarial valuation on the balance sheet based on the Projected Unit Credit method. In respect of Gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC) for certain categories of employees. The actuarial valuation of the liability towards the Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of the interest rate of earnings on the contribution to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Statement as income and the expenses in the period in which they occur.

29 Since the operations at all the manufacturing facilities were suspended during the earlier years, the actuarial valuation in respect of long term defined benefits i.e. Gratuity and leave encashment were not done at the end of the year. The expenses have been booked on the basis of actual liability.

30. As a result of change in the policy as mentioned above, as on 31.03.2015, in respect of gratuity, the Company has accumulated liability of Rs. 2,242.65 lacs against funded assets of Rs. Nil (Previous year as on 31.03.2014, the Company had accumulated liability of Rs. 2,123.44 lacs against funded assets of Rs. Nil). While in respect of leave encashment, as on 31.03.2015, the Company has accumulated liability of Rs. 134.07 lacs (Previous year as on 31.03.2014, the Company had accumulated liability of Rs. 134.07 lacs).

31. In absence of actuarial valuation in the earlier years and current year, the reconciliation of opening and dosing balances of the present value of the defined benefit obligation is not given.

32. The Company deposits an amount determined at a fixed percentages of basic pay every month to the state to the administered provident fund for the benefit of the employees. Accordingly, the Company contribution during the year that has been charged to revenue amounts to Rs. Nil (Previous Year Rs.3.32 lacs}

33. In accordance with the requirements of Accounting Standard (AS)-18 on Related Party Disclosures, the names of the related parties where control exist and / or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management, are :

A Names of related parties and description of relationship

a) Parties where control exists:

Subsidiaries

Paramount Capfin Lease Private Limited Blue Bell Trade Links Private Limited

Associate

Samtel Glass Limited

b) Key Management Personnel

Mr. Satish K. Kaura (Chairman and Managing Director)

Mr. Prabhat K Nanda (Company Secretary)

c) Relatives of Key Management Personnel

Mrs. Alka Kaura (Wife of Mr. Satish K. Kaura) Mr. Puneet Kaura (Son of Mr. Satish K. Kaura)

34. The Company has sought a status confirmation from its vendors to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006.

35. The Company had revalued its Plant and Machinery as on 1st October, 2010 on the basis of existing use value by an independent professional valuer. Accordingly a sum of Rs. 1,013.91 lacs being the excess of the depreciated value of Plant and Machinery over the existing use value, had been charged to the Statement of Profit and Loss in the year 2010-11.

36.Depreciation on the revalued items of Plant and Machinery is calculated on their respective revalued amounts at rates derived from the remaining useful life of the items as determined by the valuer on straight line method as against the methods / rates / bases which would have otherwise been adopted for the purpose of the annual accounts of the Company.

37. in view of the present scenario of Color Picture Tube business the management is of the view that the existing demand of CPT can be serviced by operating the manufacturing facility at Line #2 along with the Color Electron Gun division of the Company, hence, the assets and liabilities of the Company have the realizable value as per their book values.

38. As the Company does not intend to further pursue the development of 'Plasma Display Panel' for its primary reportable business segment " TV Picture Tube and Parts", being commercially unviable, it had impaired the assets being Plant and Machinery used therein to its recoverable amount (net selling price) during financial year 2010-11.

39. FINANCIAL RESTRUCTURING

At the request of the Company, the participating Financial Institutions and Banks had approved the Debt Restructuring Scheme of the Company two times i. e. 1st scheme in financial year 2006-07 and llnd scheme in financial year 2009- 10 under the Corporate Debt Restructuring (CDR) mechanism.

The salient features of the scheme inter alia were:

40. Effective Date: The cut off date of the scheme - 1st April' 2009

41 Restructuring of debt: The scheme envisaged restructuring of Core Principal (hereinafter referred to as Debt), which included loan of Rs. 47,186 lacs, Preference Shares of Rs. 3,079 lacs and Zero Coupon Bond (ZCB) Rs. 1,540 lacs.

42 The scheme envisaged two options for repayment of debt to lenders. Under the settlement option of Rs. 23,036 lacs, the entire debt shall be settled against total payment of Rs. 14,685 lacs in three years from the effective date. Lenders opting for the restructuring option of Rs. 28,768 lacs shall get equity allotment of Rs. 4,642 lacs in addition to existing Non Convertible Redeemable Preference Share of Rs. 2,110 lacs and the balance debt of Rs. 22,016 lacs shall be repaid over a period of 7 years from the effective date with applicable interest.

43 Promoter Contribution: The Promoters / their associates shall bring in a sum of Rs. 3,000 lacs through a preferential issue to be subscribed, Rs. 1,000 lacs within 6 months of the approval of the scheme and balance of Rs. 2,000 lacs within 18 months of the sanction of the scheme. Further, the promoters shall also undertake to arrange additional equity contribution of Rs. 2,000 lacs during the financial year 2011 -12.

44 Security: The debts (both term and working capital) to be secured by a first pari - passu charge on all the assets of the Company and the security to be pooled together among all the term lenders and working capital lenders. The debts shall also be secured by a personal guarantee of the Chairman and Managing Director of the Company In addition, the promoters shall pledge 33% of the equity of the Comgany with lenders to further secure the debts.

45 Right of Recompense: Lenders opting for restructuring option shall have the right to recompense the reliefs / sacrifices / waivers extended by the lenders as per the prevalent guidelines under the CDR mechanism.

46 Right to reverse the Waivers: In the event of default, lenders shall have the right to reverse the waivers with the approval of CDR EG.

47 Pursuant to the implementation of above CDR scheme, the total outstanding debts remained in the books of accounts of the Company to the tune of Rs. 38,811 lacs. (Rs. 14,685 lacs due to lenders opting settlement option, Rs. 2,110 lacs of Non Convertible Cumulative Redeemable Preference Shares and Rs. 22,016 lacs due to lenders opting restructuring option).

48 The Company has made repayment of Rs. 10,337 lacs towards principal loan amount up to 31st March' 15 out of total outstanding debts of Rs. 38,811 lacs. During the last three years, no payment has been made. Hence, there is no change in the outstanding debts except forex fluctuation impact on the outstanding foreign currency loans.

49 During the year 2012-13, Yes Bank limited has assigned its debts in the Company in favour of M/s Amberley Estates Private Limited. The necessary formalities to effect the changes will be completed in due course.

50 During the previous year, Export Import Bank of India has assigned its debts in the Company in favour of M/s Edelweiss Asset Reconstruction Company Limited.

51. During the year, State Bank of India has assigned its debts in the Company in favour of M/s Edelweiss Asset Reconstruction Company Limited.

52. During the earlier years, due to continuous decrease in the demand of color picture tubes and continuous liquidity crises, the Company's operations were affected adversely and operations of all manufacturing facilities were remained * suspended during the year. All of these have resulted into heavy losses.

53.Since the net worth of the Company was fully eroded at the end of the year 2012-12, the Company had made a reference under section 15(1) of the Sick Industrial Company (Special Provisions) Act, 1985 (SICA) with Board of Industrial and Financial Reconstruction (B1FR). The aforesaid reference has been registered in the BIFR as case no. 58/2012,

54 During the year, BIFR declared the Company a sick Industrial Company under section 3(1) (o) of SICA, 1985 vide order dated 03.12.2014. ICICI Bank has been appointed as an Operating Agency.

Significant events for assessing the appropriateness of going concern assumptions are as:

55 Due to liquidity crisis and heavy losses during the earlier years, there were defaults in repayment of principle amount of secured loans , over dues to the Banks / Financial Institution amounting to Rs. 15,042.55 lacs (Rs. 14,073.39 lacs debts and Rs. 969.16 redemption of 0 % NCCRPS) to CDR lenders and Rs. 416.36 lacs to Non CDR' lenders, as on 31st March 2015.

The defaults for Unsecured loans, devolved LC are Rs. 1,104.11 lacs and Rs. 15,538.72 lacs respectively.

* This include — Zero Coupon Bonds Rs. 484.63 lacs and Zero percent Non-Convertible Cumulative Redeemable Preference Shares - Rs. 969.16 lacs.

56 In accordance with Accounting Standard 28 - 'Impairment of Assets':

(I) During the year 2012-13, the Company had identified its production Lines 3 , 5 and Deflection Yoke unit of its manufacturing facilities located at Village Chhapraula, Gautam Budh Nagar (Uttar Pradesh), Village Naya Nohra, Kota (Rajasthan) and Parwanoo (Himachal Pradesh) respectively as a separate cash generating units (CGUs). These CGUs were engaged in manufacture of 21" True Flat Color Picture Tube, 21" Pin Free Color Picture Tube and Color Deflection Yoke. During the year ended 31st March 2013, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

(ii) During the year 2011-12 , the Company had identified its production Lines 1 and 4 of its manufacturing facility located at Village Chhapraula, Gautam Budh Nagar (Uttar Pradesh) as a separate cash generating units (CGUs). These CGUs were engaged in manufacture of 15", 20" and 29" Color Picture Tubes. During the year ended 31 March 2012, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

57 As a result of the impairment testing carried out as at 31st March 2013, impairment loss of Rs. 27,977.06 lacs in the year 2012-13 (In the year 2011-12 Rs. 3,866.91 lacs) was recognized based on a comparison of the carrying value of the asset vis-a-vis recoverable value. The recoverable amount is higher of the followings:

58 Net Selling Price: In the year 2012-13, It was the management estimated sale value of Plant and Machinery (Rs. 1,680.00 lacs i.e. 2.5% of the gross assets value). This rate of reserve sale value is based on earlier years basis of reserve sale value of Plant & Machinery of Rs. 554.57 lacs, as decided by CDR lenders in Its Assets Sale Committee meeting held on 4th July' 2012.

59 Value in Use: It is the present value of future cash flow of CGUs (Line 3, Line 5 and Deflection Yoke unit in earlier years and Line 1 and Line 4 in year 2011-12). As the Company does not expect operations in these lines in future, thus no cash will be generated in future from these CGUs, hence the value in use is taken NIL.

60. Accordingly, a sum of Rs. 27,977.06 lacs in the year 2012-13 (Rs. 3,866.91 lacs in the year 2011-12) has been charged to the Statement of Profit and Loss as Impairment Loss. Further, Stores and Spares related to these production lines have also been impaired and accordingly a sum of Rs. 410.35 lacs in year 2012-13 ( Rs. 512.28 lacs in year 2011-12) has been charged to the Statement of Profit and Loss as Impairment Loss.

61. Debtors and Creditors balances are subject to reconciliations and confirmations. *

62 Due to suspension of operations in all the manufacturing facilities, the physical verification of stocks were not carried out as on 31st March 2015.

63 Due to suspension of operations in all the plants during the earlier years, the fixed assets were not verified by the management.

64 Non deduction of tax deducted at source and other statutory dues on some of the provisions of expenses, made during the year.

65 During the year, the diminution in value of long term investments in Samtel Glass Limited (SGL) has not been done as in the view of Company, the Samtel Glass Limited is in the process of selling its Land and Building and the discussions for disposal are in advance stage. The management is also of the view that the realization value of Land will be much higher after setting off all its liabilities. Hence, the value of long term investments of Samtel Glass Limited does not require any diminution.

66.During the previous year, the Company has made provision for diminution in long term investments in some of its group companies amounting to Rs. 937.87 lacs. In case of Samtel Glass Limited, the investment value is taken on the basis of three years average book value. The Profit after tax of Samtel Glass Limited had been taken on the basis of un audited financial statements for the financial year ended March 31, 2014. In view of the management, the basis of considering three years average book value for computing the diminution in the value of investments is reasonable.

67 During the previous year the Company had received notice u/s 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from the lead Bank. Pursuant to this notice the Company has not provided interest on loans from CDR lenders w. e. f. quarter ended December, 2013.

68 Since the Company has registered in B1FR wherein it has given revival plan for operating some of its manufacturing facilities, the Company is quite hopeful to get financial assistance by infusion of funds in terms of waiver of interest / term liabilities. In the meanwhile, Company is also exploring option for revival through restructuring its manufacturing facilities at some of the locations. On overall assessment of aforesaid considerations, the Company is of the view that Going Concern is not affected and hence there is no need to reinstate the assets and liabilities at net realizable value.

69. SEGMENT REPORTING

The Company's operating business is organized and managed according to a single primary reportable business segment namely "T.V. Picture Tube and Parts" in India only and there are no separate reportable segments in accordance with the principles outlined in AS - 17 on Segment Reporting, notified by Central Government under Companies (Accounting Standards) Rules 2006, hence segment reporting is not applicable.

70 Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation iaws.

71 Break - up of deferred tax assets/ liabilities:-

The tax impact for the above purpose has been arrived at by applying the prevailing tax rate for Indian Companies under the Income Tax Act, 1961.

72 The deferred tax liability generated during the earlier years has been adjusted against the carry forward deferred tax assets leaving unrecognized balance of net deferred tax assets of Rs. 19,464.14 lacs as on 31.03.2015 (Previous year Rs. 18,381.56 lacs) which will be adjusted against deferred tax liability as and when it arises.

73. Revenue expenses on account of Research and Development activities included in these accounts under various heads are Rs. Nil (Previous year Rs. Nil). The additions to Fixed Assets include additions aggregating Rs. Nil (Previous year Rs. Nil) acquired for Research and Development activities.

74. A) Finance Lease: The Company acquires vehicles under a finance lease agreement. The lease agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance and insurance of the assets are borne by the Company.

75 Operating Lease: The Company has taken depots and offices on lease with an option of renewal at the end of lease term. These leases have an escalation clause and are in the nature of cancelable operating leases. The lease amount paid / provided Rs. 44.49 lacs (Previous year Rs. 62.00 lacs) has been charged to Statement of Profit and Loss,

76. from its Kota plant. The sale proceeds of the same, being no operations in the plants, have been accounted for in other income_in_the Statement of Profit and Loss. The same proceeds has been used for disbursement of dues of the workmen at Kota plant pursuant to the agreement with them.

44. The Company has not booked the statutory liabilities on the provision for expenses made during the year as the quantum of exact statutory liability can not be ascertained in the present scenario,

77. Borrowing cost capitalized during the year Rs. Nil (Previous year Rs. Nil)

78. There is no other information apart from the information already disclosed pursuant to the relevant clauses of new schedule VI as inserted in the Companies Act, 1956 by the Notification- S.O. 447(E), dated 28th February 2011 (As amended by Notification No F. NO. 2/6/2008-CL-V, Dated 30th March 2011).

79. The useful life of those Fixed Assets which are at variance with the useful life given in Schedule II of The Companies Act, 2013 are as per the technical assessment of the Fixed Assets in October, 2010 by an independent professional valuer.

80. Current year financial statements are prepared as per Accounting Standard prescribed under section 133 read with rule 7 of Companies (Accounts) Rules, 2014 and relevant provisions of Companies act 2013 and previous year financial statement were prepared as per relevant provisions of the Companies Act, 1956 (refer General circular 08/2014 dated 04/04/2014 of the Ministry of Corporate Affairs for applicability of relevant provisions/ schedules/ rules of the Companies Act, 1956 for the financial statements prepared for the financial year commenced earlier than 01.04.2014) and the provisions of the Companies Act, 2013 (to the extent applicable).

81. Previous year figures have been regrouped / rearranged wherever necessary to conform to this year's classification.


Mar 31, 2014

NOTE 1: OVERVIEW

The Company having its registered office at 5l!'' floor,501, Copia Corporate Suites, Distt. Centre - Jasola, New Delhi - 110 025, is engaged in the business of manufacturing of Color Picture Tubes for Color Televisions, Color Electron Guns and Deflection Yoke in its manufacturing facilities located at Ghaziabad, Distt. Gautam Buddh Nagar - (Uttar Pradesh), Kota - (Rajasthan) and Parwanoo, Distt. Solan - (Himachal Pradesh). The Company is listed on the National Stock Exchange of India and Bombay Stock Exchange of India.

2.A The Zero Coupon Band, Term Loan from Bank and Financial Institution amounting to Rs.25,476.99 lacs (Previous year Rs.25,394.22 lacs) are Secured as under

i) . Hypothecation charge is created / to be created over current and moveable assets and first charge over immoveable properties, by way of deposit title deeds of the '' immoveable properties (both present and future) of the Company on pari- passu basis in favour of 3i Infotech Trusteeship Services Limited (Security Trustee of CDR Lenders) pursuant to Corporate Debt Restructuring (CDR) scheme.

ii) Personal Guarantee of Mr. Satish K. Kaura, Chairman and Managing Director.

iii) Pledge of 2,26,77,186 nos. (Previous year 2,26,77,186 rios.) equity shares of Samtel Color Limited held by promoter Companies with 3i Infotech Trusteeship Services Limited (Security Trustee On behalf of CDR Lenders).

iv) Pledge 15,00,000 nos. (Previous year 15,00,000 nos.) shares of Samtel Glass Limited with 3t Infotech Trusteeship Services Limited (Security Trustee an behalf of CDR Lenders) pending creation of security on the Kota leasehold and Rupee Loan from ICICI Bank Limited towards Research and Development projects secured by way of exclusive charge on ihe specific assets used for the said projects for Rs.232.34 lacs (Previous year Rs.232.34 lacs) and personal guarantee of Mr. Satish K. Kaura, Chairman and Managing Director of fhe Company.

2.B Foreign Currency Loan from Rabo Sank Limited secured by way of first pari- passu charge created on immoveable assets of the Company situated at Plot no. 2, Greater Noida Industrial Area, Gautam Budha Nagar, U.P. for Rs.176.69 lacs (Previous year Rs.159.90 lacs)

3.A Loans [against devolved Letter of Credits, which includes interest amount debited by one of the bank) of Rs, 15,538.72 lacs - (Previous year Rs. 15,070.12 lacs) are secured as under:- ''

Hypothecation charge is created / to be created over current and moveable assets and first charge over immoveable - '' properties, by way of deposit title deeds of the immoveable properties (both present and future).of the Company on pari- passu basis in favour of 3i Infotech Trusteeship Service''s Limited (Security Trustee of CDR Lenders) pursuant to Corporate Debt . . Restructuring (CDR) scheme. '' Personal Guarantee of Mr. Satish K. Kaura, Chairman and Managing Director Pledge of 2,26,77,186 nos. (Previous year 2,26,77,186 nos.) equity shares of Samtel Color Limited held by promoter Companies with 3i Infotech Trusteeship Services Limited (Security Trustee on behalf of CDR Lenders).

Pledge 15,00,000 nos. {Previous year 15,00,000 nos.) shares of Samtel Glass Limited with 3i Infotech Trusteeship Services Limited (Security Trustee on behalf of CDR Lenders) pending creation of security on the Kota leasehold land.

3,B Terms of Repayment of secured loan, defaults in repayment of loan amount, interest and rate of interest thereon :

The loans from Banks amountingto Rs. 15,538.72 lacs (Previous year Rs, 15,070.12 lacs) were due for payment upto 2012-13.

The rate of interest thereon varies from 4 % to 12 %. The amount of interest due upto 31.3,2014 but not paid is Rs. 2,990.77 lacs (Previous year Rs. 2,270.92 lacs) - included in note no. 10. .

3.C Terms of Repayment of unsecured loan, defaults in repayment of loan amount, interest and rate of interest thereon :

The loans amounting to Rs. 494.08 lacs (Previous year Rs. 494.08 lacs) were due for payment upto 2012 - 13. The rate of . interest is 12 %. The amount of interest due upto 31.3.2014 but. not paid is Rs.152.49 lacs (Previous year Rs.93.16 lacs) - included in note no. 10.

4. CONTINGENT LIABILITIES AMD COMMITMENTS

Contingent Liabilities not provided for in respect of: (Rs.inlacs)

Description Current Year Previous Year

a) Guarantees issued by the Company''s Bankers on behalf of the Company for which counter guarantees have been 327,25 337.25 given by the Company*

b) Claims against the Company not acknowledged as debts: Demands from Government authorities, being contested by the Company

Income Tax Matters 445.12 445.12

Sales Tax Matters 3,198.19 584.42

Excise Duty and Service Tax Matters 2,756.41 2,756.41

UPSEB ciaims 61.75 61.75

EOU de-bonding 758.80 758.80

Others 158.92 158.92

Transfer charges demanded by Himachal Pradesh Housing Board on account of erstwhiie 113.00 113.00 merger of M/s Samtel Electron Devices, Parwanoo with M/s Samtel Color Limited , Differential stamp duty on account of 187.00 187.00 construction of building on the leasehold land of M/s Samtel Glass Limited (Formerly known as Samcor Glass Limited) Customs authorities demand on the account 38.64 38.64 of fraudulent DEBP claimed another party and subsequently purchase by the Company for bonafide consideration Labour Cases, being contested by the Company 232.51 232.51

Dividend in arrears contested for 8% Non- 1,207.54 1,011.34 convertible Cumulative Redeemable Preference Shares.

c) Irrevocable Corporate Guarantees issued by the Company in favour of Bank, on account of financial assistance availed by a Group Company

M/s Samtel Electron Devices GmbH (**) 1,651.53 1,390.88

Note : Besides the above, the Company has received notices from the Bank towards non - deposition of their dues by the employees of the Company in regard to loans taken by them. The Company was required to deduct and deposit corresponding bank installment from the monthly disbursement of salary to the employees.

The exact amount of outstanding loans, payable by the employees, can be ascertained only on receipt of all the notices from the bank. The liability of the Company is limited only to the extent of terminal benefits of the employees, provided in the books, as and when it will be paid by the Company.

ii. Commitments:

Estimated amount of contracts remaining to be executed

on capital account and not provided for (net of advances)

(*) Includes Bank Guarantee of Rs. 227.25 lacs {Previous year Rs. 227.25 lacs) given to M/s Samsung C & T Corporation - Korea, which has been devolved by the Bank during the year. The outstanding balance to the party, as per books, is Rs. 1,233.24 lacs. The actual amount can be determined on receipt of confirmation from the party.

(**) Secured by way of charge created. / to be on immovable properties and by the way of hypothecation of ail

movable properties of the Company, save and except book debts,-both present and-future on first pari-passu. basis. The change in amount is only due to reinstatement of foreign currency (Euro). During the previous year, the Foreign Bank has invoked the Bank Guarantee given by ICICI Bank Limited and a legal notice has been issued by the ICICI Bank Limited to the Company to this effect.

The amount shown in item (i) above represent guarantees given in the normal course of the Company operation and are not expected to result in any loss to the Company on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

The amount in the item (i) above represents in the best possible estimates arrived at on the basis of available Explanation. The uncertainties and the possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore, cannot be predicted accurately. The Company engages reputed professional advisor to protect its interests and has been advised that it has strong legal position against such disputes.

4. EARNING PER SHARE (EPS)

The following table reconciles the numerators and denominators used to calculate Basic and Diluted Earnings Per Share fortheyear ended March 31, 2014 and year ended March 31, 2013: .

5. Pursuant to the Employee Stock Option Scheme established by the Company on 16th July 2001, the Company has granted 5,33,569 share options to the eligible employees til! 31s'' March 2014. Each option entitles the eligible employees to apply for and be issued one equity share. The shares, under thesfe share options, will be issued at a price being the dosing price at Bombay Stock Exchange on the date of grant of stock options. The.vesting period for the share options - varies over a period of thirty six months

6. POST EMPLOYEES BENEFITS

In accordance with the adoption of Accounting Standard -15 (Revised 2005) on "Employee benefits" the Company has accounted for the long term benefits and contribution schemes as under:

(a) Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of Gratuity and leave encashment on the basis of actuarial valuation on the balance sheet based on the. Projected Unit Credit method. In respect of Gratuity, the Company funds the benefits through annua! contributions to Life insurance Corporation of India (LIC) for certain categories of employees. The actuarial valuation of the liability towards the Retirement benefits of the employees is made oh the basis .of certain assumptions with respect to the variable elements affecting the computations including estimation of the interest rate of earnings on the contribution to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Statement as income and the expenses in the period in which they occur.

Since the operations at all the manufacturing facilities were suspended during the year, the actuarial valuation in respect of long, term defined benefits i.e. Gratuity and leave encashment were not done at the end of the year. The expenses have been booked on the basis of actual liability.

As a result of change in the policy as mentioned above, as on 31.03.2014, in respect of gratuity, the Company has accumulated liability of Rs. 2,123.44 lacs against funded assets of its.-Nil (Previous year as on 31.03.2013, the Company had accumulated liability of Rs. 1,978.17 lacs against funded assets of Rs. Nil); While in respect of leave encashment, as on 31.03.2014,'' the Company has accumulated liability of Rs. 134.06 lacs (Previous year ''as on 31.03.2013, the Company had accumulated liability of Rs. 134.06 lacs).

In absence of actuarial valuation in the-previous and current year, the reconciliation of opening and closing balances of the . present value of the defined benefit obligation is not: given Company deposits an amount determined at a fixed percentages of basic pay every month to the state to the administered provident fund for the benefit of the employees. Accordingly, the company contribution during the year that has been charged to revenue amounts to Rs. 3.32 lacs (Previous Year Rs.320.93 lacs) .

7. The Company has tough a status confirmation from Hs vendors to easily them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprise* ncvelopinent Act, 2006

8. The Company had revalued its Plant and Machinery as on 1st October, 2010 on the basis of existing use value by an independent professional valuer. Accordingly a sum of Rs. 1,013.91 lacs being the excess of the depreciated value of Plant and Machinery over the existing use value, had been charged to the Statement''of Profit and Loss in the year 2010-11,

Depreciation on the revalued items of Plant and Machinery is calculated on their respective revalued amounts at rates derived from the remaining useful life of the items as determined by the vaiuer on straight line method as against the methods / rates / bases which would have otherwise been adopted for the purpose of the annual accounts of the Company.

9. In view of the present scenario of Color.Picture Tube business the management is of the view that the existing demand of CRT can be serviced by operating the manufacturing facility at Line #2 along with the Color Election Gun division of the Company,, hence, the assets and liabilities of the Company have the realizable value as per their book values.

10. As the Company does not intend to further pursue the development of Plasma Display Panel'' for its primary reportable business segment " TV Picture Tube and Parts",being commercially unviable, it had impaired the assets being Plant and Machinery used therein to its recoverable amount (net selling price) during financial year 2010-11. in view of the above, during the previous year an application had been made to the Centre tor Scientific and Industrial Research to'' waive off the specific loan taken for this project

11. FINANCIAL RESTRUCTURING

At the request of the Company, the participating Financial Institutions and Banks had approved the Debt Restructuring 1 Scheme of the Company two times i. e. 1st scheme in financial year 2006-07 and llnd scheme in financial year 2009- 10 under the Corporate Debt Restructuring (CDR) mechanism.

The salient features of the schemeInter alia were:

(a) Effective Date: The cut off date of the scheme: 1st April 2009

(b) Restucturinf of debt: The scheme envisaged restucturing of core Principal (here in after referred to as debt) which included loan of Rs. 47,186 lacs, Preference Shares of Rs.3,079lacs and Zero Coupon Bond (ZCB) Rs. 1,540 lacs

(c) The scheme envisaged two options tor repayment of debt to lenders, under the settlement- option of Rs. 23,036 lacs, the entire debt shall be settled against total payment of Rs. 14,6885 las in three year fromm the effective date. Lenders opting for the restructuring option of Rs. 28,763 iacs shall get equity allotment of Rs. 4,642 lacs in addition to existing Non - Convertible Redeemable Preference Share of Rs. 2,110 lacs and the balance debt of Rs. 22,016 lacs shall be repaid over a period of 7 years from the effective date with applicable interest

(d) Promoter Contribution: The Promoters / their associates shall bring in a sum of Rs. 3,000 lacs through a preferential issue to be subscribed, Rs. 1,000 lacs within 6 months of the approval of the scheme and balance of Rs. 2,000 lacs within 18 months of the sanction of the scheme. Further, the promoters shall also undertake to arrange additional equity contribution of Rs. 2,000 lacs during the financial year 2011-12.

(e) Security: The debts (both term and working capital) to be secured by a first pari - passu charge on ail the assets of the Company and the security to be pooled together among all the term lenders and working capital lenders. The debts shall also be secured by a personal guarantee of the Chairman and Managing Director of the Company. In addition, the promoters Shalt pledge 33% of the equity of the Company with lenders to further secure the debts.

(f) Right of Recompense: Lenders opting for restructuring option'' shall have the right to recompense the reliefs / sacrifices / waivers extended by the lenders as per the prevalent guidelines under the CDR mechanism.

(g) Right to reverse the Waivers: In the event of default, lenders shall have the right to reverse the waivers with the approval of CDR EG. Pursuant to the implementation of above CDR scheme, the total outstanding debts remained in the books of - accounts of the Company to the tune of Rs. 38,811 lacs. (Rs. 14,685 lacs due to lenders opting settlement option, Rs. 2,110 lacs of Non Convertible Cumulative Redeemable Preference Shares and Rs. 22,016 lacs due to lenders opting restructuring option).

The Company has made repayment of Rs. 10,337 lacs towards principal loan amount up to 31st March'' 2014 out of total outstanding debts of Rs. 38,811 lacs. During the year, no payment has been made. Hence, there is no change in '' the outstanding debts except forex fluctuation'' impact on the outstanding foreign currency loans.

During the previous year, Yes Bank limited has assigned its debts in the Company in favour of M/s Amberley Estates Private Limited. The necessary formalities to effect the changes will be completed in due course.

During the year. Export import Bank of India has assigned its debts in the Company in favour of M/s Edelweiss Asset.'' Reconstruction Company Limited. The necessary formalities to effect the changes will be completed in due course,

12. During the year, due to continuous decrease in the demand of color picture tubes and continuous liquidity crises, the Company''s operations were affected adversely and operations of all manufacturing facilities were remained suspended '' during the.year. All of these have resulted into heavy losses.

Since the net worth of the Company was fully eroded at the end of the year 2012-12, the Company made a reference under section 15(1) of the Sick Industrial Company (Special Provisions) Act, 1985 (SICA) with Board of Industrial and Financial Reconstruction (BIFR). The aforesaid reference has been registered in the B1FR as case no. 58/2012.

Significant events for assessing the approprireness of going concern assumptions are as.

13) Due to liquidity crisis and heavy losses during the year, there were defaults in repayment of principle arridurit of secured loans over dues to the Banks / Financial Institution amounting to RS.12,194.50 lacs debts and Rs. 969.16 redemption-of 0 % NCCRPS) to CDR lenders and Rs. 374.04 lacs to Non CDR lenders-, as on 31st March 2014.

The defaults for Unsecured loans, devolved 16 are Rs. 894.92 lacs and Rs. 15,538.72 lacs respectively.

b) in accordance with Accounting Standard 28- ''Impairment of Assets'':

(i) During the previous year, the Company had identified its production Lines 3 , 5 and Deflection Yoke unit of its manufacturing facilities located at Village Chhapraula, Gautam Budh Nagar (Uttar Pradesh), Village Maya Nohra, Kota (Rajasthan) :and Parwanoo (Himachal Pradesh) respectively as a separate cash generating units (CGUs). These CGUs are engaged in manufacture of 21" True Flat Color picture Tube, 21" Pin Free Color Picture Tube and Color Deflection Yoke. During the previous year ended 3l" March 2013, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

(ii) During the year 2011-12 , the Company ha,d identified its production Lines 1 and 4 of its manufacturing facility located at Village Chhapraula, Gautam Budh Nagar (Uttar Pradesh) as a separate cash generating units (CGUs). These CGUs were engaged in manufacture of 15", 20" and 29" Color Picture Tubes. During the.year ended 31 March 2012, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

As a result of the impairment testing carried .out as at 31st March 2013, impairment toss of Rs. 27,977.06 iacs in year 2012-13 (in year 2011-12 Rs. 3,866.91 lacs ) was recognized based on a comparison of the carrying value of the asset vis- a-vis recoverable value. The recoverable amount is higher of the followings: .

Net Selling Price: In the previous year, It was the management estimated sale value of Plant and Machinery (Rs. 1,680.00 iacs i.g. 2.5% of the gross assets value). This rate of reserve sale value is based on previous year basis of - reserve sale value of Plant & Machinery of Rs. 554.57 lacs, as decided by CDR lenders in its Assets Sale Committee - meeting held on 4th July''2012.

Value in Use: It is the present value of future cash flow of CGUs (Line 3, Line 5 and Deflection Yoke unit in previous year and Line 1 and Line 4 in year 2011-12). As the Company does not expect operations in these lines in future, thus no cash will be generated in future from these CGUs, hence the value in use is taken NIL.

Accordingly, a sum of Rs, 27,977.06 lacs in . year 2012-13 (Rs. 3,866.91 lacs in year 2011-12) has been charged to the Statement of Profit and Loss as Imnairment Loss. Further. Stores and Spares related to these production lines nave also been impaired and accordingly a sum of Rs. 410.35 lacs in year 2012-13 ( Rs. 512.28-acs in year 2011-1/) has been charged to the Statement or Profit and loss as Impairment Loss.

c)Debtors and Creditors balances are subject to reconditions and confirmations

d) Due tc susuensior ol operations in all the manufacturing facilities the physical verification of stocks were net carried out as on 31st March 201-1 .

e) Due to suspension of operations. in all the plants during part of the year, the fixed assets were not verified by the management,

f) Non deduction of tax deducted at source and other statutory dues on some of the provisions of expenses, made during the year.

g) During the year, the Company has made provision for diminution in long term investments in some of its group companies amounting to Rs. 937.87 lacs (Previous year Rs. 841.48 lacs). In case of Samtel Glass Limited, the investment value is taken on the basis of three years (Previous year three years) average book value. The Profit after tax of Samtel Glass Limited has been taken on the basis of un audited financial statements for the financial year ended March 31, 2014. In view of the management, the basis of considering three years average book value for computing the diminution in the value of investments is reasonable.

h) During the year the Company has received notice u/s 13(4) of The Securitization and Reconstruction of Financial

Assets and Enforcement of Security Interest Act, 2002 from the lead Bank. Pursuant to this notice the Company has not provided interest on loans from CDR lenders during part of the year. ,

Since the Company has registered in BIFR. wherein it has given revival plan for operating some of its manufacturing facilities, the Company is quite hopeful to-get financial assistance by infusion of funds in terms of waiver of interest / term liabilities. In the meanwhile, Company is also exploring option for revival through restructuring its manufacturing facilities at some of the locations. On overall assessment of aforesaid considerations, the Company is of the view that Going Concern is not affected and hence there is no need to reinstate the assets and liabilities at net realizable value.

14. SEGMENT REPORTING

The Company''s operating business is organized and managed according to a single primary reportable business segment namely "T.V. Picture Tube and Parts" in India only and-there are no-separate reportable segments in accordance with the principles outlined in AS - 17 on Segment Reporting, notified by Centra! Government under Companies (Accounting Standards) Rules 2006, hence segment reporting is not applicable.

The tsx impact for the above purpose has been arrived at by applying the prevailing tax rate.for Indian Companies under the Income Tax Act, 1961

The deferred tax liability generated during the year has been adjusted against the carry forward deferred tax assets leaving unrecognized balance of net deferred tax assets of Rs. 18,381.56 lacs (Previous year Rs. 16,060.46 lacs) which will be adjusted against deferred tax liability as and when it .arises.

15. Revenue expenses on account of Research and Development activities included in these accounts under various heads are Rs. Nil (Previous year Rs. Nil). The additions to Fixed Assets include additions aggregating Rs. Nil (Previous year Rs. Nil) acquired for Research and Development activities

16. A) Finance Lease: The Company acquires vehicles under a finance lease agreement. The lease agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance and insurance of the assets are borne by the Company.

E) Operating Lease: The Company has taken depots and offices on lease with an option of renewal at the end of lease term. These leases have an escalation clause and are in the nature of cancelable operating leases. The lease amount paid./ provided Rs. 62.00 lacs (Previous year Rs. 213.37 lacs) has been charged to Statement of Profit and Loss.

17. At the close of the previous financial year, the management has reviewed the status of its outstanding current assets & liabilities / provisions and based on the legal opinion / advice have written back Rs. Nil (net) (Previous year Rs. 3,283.87 lacs), which includes liabilities provided in earlier year - previous year at the time of publication of unaudited quarterly results as per sebi guidelines, forming part of other income.

18. The Company has not booked the statutory liabilities on the provision for expenses made during the year as the quantum of exact statutory liability can not be ascertained in the present scenario. .

19. Borrowing cost capitalized during the year Rs. Nil (Previous year Rs. Nil)

20. There is no other information apart from the information already disclosed pursuant to the relevant clauses of new'' schedule VI as inserted in the Companies Act, 1956 by the Notification- S.O. 447(E), dated 28th February 2011 (As amended by Notification No F. NO. 2/S/2008-CL-V, Dated 30th March 2011).

21, Previous year figures have been regrouped / rearranged wherever necessary to conform to this year''s classification.


Mar 31, 2013

N0TE1: OVERVIEW

The Company having its registered office at 6th floor, 7 TDI Centre, Distt. Centre - Jasola, New Delhi - 110 025, is engaged in the business of manufacturing of Color Picture Tubes for Color Televisions, Color Electron Guns and Deflection Yoke in its manufacturing facilities located at Ghaziabad, Distt. Gautarn Buddh Nagar-(Uttar Pradesh), Kota -(Rajasthan) and Parwanoo, Distt. Solan - (Himachal Pradesh). The Company is listed on the National Stock Exchange of india and Bombay Stock Exchange of India.

2. Pursuant to the Employee Stock Option Scheme established bythe Company on 16th July 2001, the Company has granted 5,33,569 share options to the eligible employee; till 31S! March 2013. Each option entitles the eligible employees to apply for and be issued one equity share. The shares, under these share options, will be issued at a price being the dosing price at Bombay Stock Exchange on the date of grant of stock options. The vesting period for the share options varies over a period of thirty six months,

3. POST EMPLOYEES BENEFITS

In accordance with the adoption of Accounting Standard -15 (Revised 2005) on "fimployee benefits" the Company has accounted for the long term benefits and contribution schemes as under;

(a) Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of Gratuity and leave encashment on the basis of actuarial valuation on the balance sheet based on the Projected Unit Credit method. In respect of Gratuity, the Company funds the benefits through annual contributions to Life insurance Corporation of India [LIC) for certain categories of employees. The actuarial valuation of the liability towards the Retirement benefits of the employees is mads on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of the interest rate of earnings on the contribution to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Statement as income and the expenses in the period in which they occur.

Since the operations at all the manufacturing facilities were suspended during the year, the actuarial valuation in respect of long term defined benefits i.e. Gratuity and leave encashment were not done aL the end of the year. The expenses have been booked on the basis of actual liability.

As a result of change in the policy as mentioned above, as on 31,03.2013, in respect of gratuity, the Company has accumulated liability of Rs. 1,978,17 lacs against funded assets of Rs. Nii (Previous year as on 31.03.2012, the Company had accumulated liability of Rs. 1,537.84 lacs against funded assets of Rs. 379.91 lacs). While in respect of leave encashment, as on 31.03.2Q13, the Company has accumulated liability of Rs. 134.06 lacs (Previous year as on 31.03.2012, the Company had accumulated liabilityof Rs. 245.60 lacs).

4. In accordance with the requirements of Accounting Standard (AS}-18 on Related Party Disclosures, the names of the related parties where control exist and / or with ivhorn transactions have taken place during the year and description of relationships, as identified and certified by the management, are ;

5. The Company had revalued its Plant and Machinery as on 1st October, 2010 on the basis of existing use value by an independent professional valuer. Accordingly a sum of Rs. 1,013.91 lacs being the excess of the depreciated value of Plant j and Machinery over the existing use value, had been charged to the Statement of Profit and Loss in the year 2010-11.

Depreciation on the revalued items of Plant and Machinery is calculated on their respective revalued amounts at rates derived from the remaining useful life of Ihe items as determined by the valuer on straight line method as against the [ methods / rates / bases which would have otherwise been adopted for the purpose of the annual accounts of the Company and accordingly, includes additional depreciation charge of Rs. 1,407,43 lacs for the current year (Previous year Rs. 1,592.44 lacs] with consequent effect on the loss for the year.

6. In view of the present scenario of Color Picture Tube business the management is of the view that the existing demand i of CPTcanbe serviced by operating the manufacturing facility at Line #2 along with the Color Electron Gun division ! of the Company, hence, the assets and liabilities of the Company have the realizable value as per their book values.

7. As the Company does not intend to further pursue the development of ''Plasma Display Panel'' for its primary reportable business segment " TV Picture Tube and Parts", being commercially unviable, it had impaired the assets being Plant and Machinery used therein to its recoverable amount (net selling price) during financial year 2010-11. In view of the above, during the previous year an application had been made to the Centre for Scientific and Industrial Research to waive off the specific loan taken for this project. !''

8. FINANCIAL RESTRUCTURING

At the request of the Company, the participating Financial Institutions and Banks had approved the Debt Restructuring Scheme ol the Companytwo times i. e. 1st scheme in financial year 2006-07 and llnd scheme in financial year 2003-10 under the Corporate Debt Restructuring (CDR) mechanism,

The salient features of the scheme inter alia were:

(a) Effective Date: The cut off date of the scheme''-1st April''2009 I

[b] Restructuring of debt: The scheme envisaged restructuring of Core Principal (hereinafter referred to as Debt), which. included loan of Rs. 47,186 lacs. Preference Shares of Rs. 3,079 lacs and Zero Coupon Bond (ZCB) Rs. 1,540 lacs.

[c} The scheme envisaged two options for repayment of debt to lenders. Under the settlement option of Rs. 23,036 lacs, the entire debt shall be settled against total payment of Rs. 14,685 lacs In three years from the effective date. Lenders opting for the restructuring option of Rs. 28,768 lacs shall get equity allotment of 7 4,642 lac; in addition to existing Non Convertible Redeemable Preference Share of Rs. 2,1.10 lacs and the balance debt of Rs. 22,016 lacs shall be repaid over a period of 7 years from the effective date with applicable interest,

d] Promoter Contribution: The Promoters / their associates shall taring in a sum ofRs. 3,000 lacs through a preferential issue to be subscribed/Rs. 1,000 lacs within 6 months of the approval of the scheme and balance ofRs. 2,000 lacs within 18 months of the sanction of the scheme. Further, the promoters shall also undertake to arrange additional equity contribution of Rs. 2,000 lacs during the financial year 2011- 12,

(e) Security: The debts (both term and working capital) to be secured by a first pari - passu charge on all the assets of the Company and the security to be pooled together among all the term lenders and working capital lenders. The debts shall also be secured by a personal guarantee of the Chairman and Managing Director of the Company, in addition, the promoters shall pledge 33% of the equity of the Company with lenders to further secure the debts.

(f) Right of Recompense: Lenders opting for restructuring option shall have the right to recompense the reliefs / sacrifices / waivers extended by the lenders as per the prevalent guidelines under the CDRmechanism,

(g) Right to reverse the Waivers: In the event of default, lenders shall have the right to reverse the waivers with the approval of CDR EG.

Pursuant lo the implementation of above CDR scheme, the total outstanding dehts remained in the books of accounts of the Company to the tune of Rs. 38,811 lacs. IRs. 14,685 lacs due to lenders opting settlement option,Rs. 2,110 lacs of Non Convertible Cumulative Redeemable Preference Shares and 7 22,01b lacs due to lender; opting restructuring option).

The Company has made repayment of Rs. 10,337 lacs towards principal loan amount upto 31st March''2013 out of total outstanding debts of 7 38,811 lacs. During the year, no payment has been made. Hence, there is no change in the outstanding debts except forex fluctuation impact on the outstanding foreign currency loans.

During the year, Yes Bank limited has assigned its debts in the Company in favour of M/s Amberley Estates Private Limited. The necessary formalities to effect the changes will be completed in due course,

9. During the year, due to continuous decrease in the demand of color picture tubes and continuous liquidity crises, the Company''s operations were affected adversely and operations of all manufacturing facilities were suspended during part of the year. All of these have resulted into heavy losses. The net worth of the Company was fully eroded at the end of the previous year.

Since the net worth of the Company was fully eroded at the end of the previous year, the Company made a reference under section 15(1) of the Sick industrial Company (Special Provisions) Act, 19S5 (SICA) with Board of Industrial and Financial Reconstruction (BIFR). The aforesaid reference has been registered in the BIFR as case no, 58/2012.

Significant events for assessing the appropriateness ol going concern assumptions are as :

a] Due to liquidity crisis and heavy lo;ses during the year, there were defaults in repayment of principle amount of secured loans , over dues to the Bank; / Financial Institution amounting to Rs. 10,9G9.11 lacs (Rs. 9,999.95 iacs debts and Rs. 969,16 redemption of 0% NCCRPS) to CDR lenders andRs. 287.25 lacs to Non CDR lenders, as on 31st March 2013.

The default; for Unsecured loans, devolved LC are Rs. 681.99 lacs and Rs. 15,070.12 lacs respectively

b) In accordance with Accounting Standard 28- ''Impairment of Assets'' :

(i) During the year, the Company has identified its production Linos 3, 5 and Defelction Yoke unit of it; manufacturing facilities located at Village Chhapraula, Gautam Budh Nagar (Uttar Pradesh], Village Naya Nohra, Kota (Rajasthan) and Parwanoo (Himachal Pradesh) respectively as a separate cash generating units (CGUs). These CGUs are engaged in manufacture of 21" True Flat Color Picture Tube, 21" Pin Free Color Picture Tube and Color Defection Yoke, During the year ended 31 March 2013, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

(ii) During the previous year, the Company had identified its production Lines 1 and 4 of its manufacturing facility located at Village Chhapraula, Gautarn Budh Nagar [UtLar Pradesh) as a separate cash generating units (CGUs). These CGUs were engaged in manufacture of 15", 20" and 29" Color Picture Tubes. During the year ended 31 March 2012, the Company on the basis of projected scale of operations and prevailing market conditions assessed that the recoverable value of the CGUs was lower as compared to the carrying value, thus, indicating impairment.

As a result of the impairment testing carried out asal 31!t March 2013, impairment loss of Rs. 27,977.06 lacs (Previous year Rs. 3,866,91 lacs ) was recognized based on a comparison of the carrying value of the asset vis-a-vis recoverable value. The recoverable amount is higher of Lhe followings:

Net Selling Price: In the current year. It is the management estimated sale value of Plant and Machinery)Rs. 1,680.00 lacs i.e. 2.5% of the gross assets value). This rate of reserve sale vale is based on previous year basis of reserve sale value of Plant & Machinery of Rs. 554.57 lacs, as decided by CDR lenders in its Assets Sale Commiitee meeting held on 4th July'' 2012.

Value in Use: It is the present value of future cash flow of CGUs (Line 3, Line 5 and Deflection Yoke unit in current year and Line 1 and Line 4 in previous year). As the Company does not expect operations in these lines in future, thus no cash will be generated in future from these CGUs, hence the value in use is taken NIL.

Accordingly, a sum of Rs. 27,977.06 lacs lacs (Previous year Rs. 3,866.91 lacs) has been charged to the Statement of Profit and Loss as Impairment Lass. Further, Stores and Spares related to these production lines have also been impaired and accordingly a sum of Rs. 410,35 lacs (Previous year.Rs. 512.28 lacs] has been charged to the Statement of Profit and Loss as Impairment Loss.

c) Debtors and Creditors balances are subject to reconciliations and confirmations.

d) Due to suspension of operations in all the manufacturing facilities , the physical verification of stocks were not carried out as on 3l" March 2013.

e) Due to suspension of operations in ail the plants during part of the year, the fixed assets were notverified by the management.

f} Non deduction of tax deducted at source and other statutory dues on some of the provisions of expenses, marie during the year.

g) During the year, the Company has made provision for diminution in long term investments in some of its group companies amounting to Rs. 841.48 lacs (Previous year ¥ 983/18 lacs). In case of Samtel Glass Limited, the investment value is taken on the basis ofthree years (Previous yearfive years) average book value. The Profit after tax of Samtel Glass Limited has been taken on the basis of unaudited financial statements for the financial year ended March 31, 2013. In view of the management, the basis of considering three years (Previous year five years] average book value for computing the diminution in the value of investments is reasonable.

Since the Company has registered in BIFR wherein it has given revival plan for operating some of its manufacturing facilities, the Company is quite hopeful to get financial assistance by infusion of funds in terms of waiver of interest / term liabilities. In the meanwhile, Company is also exploring option for revival through restructuring its manufacturing facilities at some of the locations. On overall assessment of aforesaid considerations, the Company is of the view that Going Concern is not affected and hence there is no need to reinstate the assets and liabilities at net realizable value.

10. SEGMENT REPORTING

The Company''s operating business is organized and managed according to a single primary reportable business segment namely "TV. Picture Tube and Parts" in India only and there are no separate reportable segments in accordance with the principles outlined in AS - 17 on Segment Reporting, notified by Central Government under Companies [Accounting Standards) Rules 2006, hence segment reporting is not applicable.

11. Revenue expenses an account of Research and Development activities included in these accounts under various heads are Rs. Nil (Previous year Rs. 251.13 lacs). The additions to Fixed Assets include additions aggregating Rs. Nil (Previous year Rs. Nil) acquired for Research and Development activities.

12. A) Finance Lease: The Company acquires vehicles under a finance lease agreement. The lease agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance end insurance of the assets are borne by the Company.

f) Operating Lease: The Company has taken depots and offices on lease with an option of renewal at the end af lease term. These leases have an escalation clause and are in the nature of cancelable operating leases. The lease amount paid / provided Rs.213,37lacs (Previous year 5213.69lacs) has been charged to Statement of Profitand Loss.

13. At the close of financial year, the management has reviewed the status of its outstanding current assets & liabilities / provisions and based on Lhe legal opinion / advice have written back Rs. 3,283.87 lacs (not) {Previous year Rs. 124.59 lacs), which includes liabilities provided in earlier year- current year at the time of publication of unaudited quarterly "results as per sebi guidelines, forming part of Other income.

14. The Company has not booked the statutory liabilities on the provision for expenses made during the year as the quantum of exact statutory liability can not be ascertained in the present scenario.

15. Borrowing cost capitalized during the yearRs. Nil lacs (Previous yesrRs. Nil lacs)

16. There is no other information apart from the information already disclosed pursuant to the relevant clauses of new schedule VI as inserted in the Companies Act, 1956 by the Notification- S.O. 447(E), dated 28th February 2011 (As amended by Notification No F. NO. 2/6/2008-CI.-V, Dated 30th March 2011}.

17. Previous year figures have been regrouped/rearranged wherever necessary to conform to this year''s classification.


Mar 31, 2011

As at As at 31-03-2011 31-03-2010 Rs. in lacs Rs. in lacs 1A Contingent Liabilities

i) Guarantees issued by bankers on behalf of the Company for which counter guarantees have been given by the Company. 387.43 266.90

ii) Claims against the Company not acknowle -dged as debts:

- Demands from Government authorities, being contested by the Company

Income Tax matters 192.93 93.27

Sales Tax matters 399.56 832.44

Excise Duty and Service Tax matters 2784.07 3796.19

UPSEB claims 61.75 172.79

EOU debonding 758.80 672.60

- Others 187.42 399.42

- Transfer charges demanded by Himachal Pradesh Housing 113.00 113.00 Board on account of erstwhile merger of Samtel Electron

Devices, Parwanoo with Samtel Color Ltd.

- Differential stamp duty on account of construction of building 187.00 186.00 on the leasehold land of Samtel Glass Limited (formerly Samcor Glass Limited).

- Customs authorities demand on account of fraudulent DEPB 38.64 38.64 claimed by another party and subsequently purchased by the Company for bonafide consideration.

- Amount claimed by a supplier of technology transfer, disputed - 594.65 by the Company

- Labour cases, being contested by the Company 232.51 287.52

- Dividend in arrears for 8 % Non Convertible Cumulative Redeemable Preference Shapes 616.80 419.95

iii) Irrevocable Corporate Guarantees issued by the Company in favour of Bank, on account of financial assistance availed by a Group Company : Samtel Electron Devices, GmbH * 1,264.80 1,211.20

* Secured by way of charge created / to be created on immovable properties and by way of hypothecation of all movable properties of the Company, save and except book debts, both present and future on first pari- passu basis.

The amounts shown in item (i) above represent gurantees given in the normal course of the Company's operations and are not expected to result in any loss to the Company on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

The amount shown in item (ii) above represent the best possible estimates arrived at on the basis of available informations. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have in invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.

1 C Installed Capacity and Actual Production

Note: Installed capacity is annualised and is stated as certified by the management and accepted by the auditors being a technical matter.

1K MANAGERIAL REMUNERATION

Computation of net profit u/s 349 read with section 198 of the Companies Act, 1956 by way of percentage of such profits to the Managing Director for the Year Ended 31 st March, 2011.

Notes :

(i) The above figures do not include provision for. gratuity and leave encashment payable to the Managing Director, as the same is actuarially determined for all employees of the Company as a whole.

(ii) Managerial remuneration for Rs. 57.65 lacs relating to pervious year ended 31st March, 2010 is subject to Central Government approval.

(*) As approved by the Central Government.

2. Segmental Reporting

The Company's operating business is organised and managed according to a single primary reportable business segment namely T.V. Picture Tube and Parts" and there are no separate reportable segments as per AS - 17 on Segment Reporting.

The tax impact for the above purpose has been arrived at by applying the prevailing tax rate for Indian Companies under the Income Tax Act, 1961.

The deferred tax liability generated during the year has been adjusted against the carry forward deferred tax assets leaving unrecognized balance of net deferred tax assets of Rs. 2,791.29 lacs which will be adjusted against deferred tax liability as and when it arises.

4. Revenue expenses on account of Research and Development activities included in these accounts under various heads are Rs. 430.47 lacs (Previous year Rs. 536.15 lacs). However, additions to Fixed Assets include additions aggregating Rs. Nil (Previous year Rs. Nil) acquired for Research and Development activities.

5. A) Finance Lease: The Company has acquired vehicles under a finance lease agreement. The lease agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance and insurance of the assets is borne by the Company.

B) Operating Lease: The Company has taken depots and offices on lease with an option of renewal at the end of lease term. These leases have an escalation clause and are in the nature of cancelable operating leases. The lease amount paid / provided Rs. 220.11 lacs (previous year Rs. 248.70 lacs) has been charged to Profit and Loss account.

6. Pursuant to the Employee Stock Option Scheme established by the Company on 16th July, 2001, the Company has granted 5,33,569 share options to the eligible employees till 31 st March, 2011. Each option entitles the eligible

employees to apply for and be issued one equity share. The shares, under these share options, will be issued at a price being the closing price at Mumbai Stock Exchange on the date of grant of stock options. The vesting period for the share options varies over a period of thirty six months.

7. Earnings Per Share (EPS)

(a) The following table reconciles the numerators and denominators used to calculate Basic and Diluted Earnings Per Share for the year ended March 31,2011 and year ended March 31,2010 :

8 Post Employment Benefits

In accordance with the adoption of Accounting Standard - 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has accounted for the long term defined benefits and contribution schemes as under:

(a) Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of Gratuity and Leave Encashment on the basis of actuarial valuation on the Balance Sheet date based on the Projected Unit Credit Method. In respect of Gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (DC) for certain categories of employees.

The actuarial valuation of the liability towards the Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Account as income and expense in the period in which they occur.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations for the current year is as below:

(b) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Company's contribution during the year that has been charged to revenue amounts to Rs. 5,85,06,269 (Previous Year Rs. 4,77,45,855).

The reconciliation of opening and closing balances of the present value of the defined benefit obligations for the previous year is as below:

9. In accordance with the requirements of Accounting Standard (AS)-18 on Related Party Disclosures, the names of the related parties where control exist and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management, are:

(i) Names of related parties and description of relationship

A Parties where control exists B Key Management Personnel

- Subsidiaries Mr. Satish K. Kaura Paramount Capfin Lease Pvt. Ltd. (Chairman and Managing Director) Blue Bell Trade Links Pvt. Ltd.

- Associate C Relatives of Key Management Samtel Glass Ltd. Personnel Mrs. Alka Kaura (Wife of Mr. Satish K. Kaura)

Mr. Puneet Kaura (Son of Mr. Satish K. Kaura)

Companies over which persons described in (B) and (C) below are able to excercise significant influence

Samtel India Ltd. Samtel - HAL Display Systems Ltd. Samtel Thales Avionics Ltd. Teletube Electronics Ltd. Samtel Electron Devices, GMBH International Electron Devices Ltd. Samtel Display Systems Ltd. Lenient Consultants Pvt. Ltd. CEA Consultants Pvt. Ltd. SW Consultants Pvt. Ltd. Tish Consultants Pvt. Ltd. Kaura Properties Pvt. Ltd. Kaura Investment Pvt. Ltd. Palka Investments Pvt. Ltd. (Subsidiary of Samtel Glass Ltd.) Swaka Consultants Ltd. Punswat Consultants Ltd. Dolsun Containers Pvt. Ltd. Fame Mercantile Pvt. Ltd. Navketan Mercantile Pvt. Ltd. Sakshi Kaura Designs Pvt. Ltd. Akla Investments Pvt. Ltd.

10. The Company has sought a status confirmation from its vendors to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006.

11. The Company had revalued its Plant and Machinery as on 1st October, 2010 on the basis of existing use value by an independent professional valuer. Accordingly a sum of Rs. 1,013.91 lacs being the excess of the depreciated value of Plant and Machinery over the existing use value, has been charged to the Profit and Loss Account.

Depreciation on revalued items of Plant and Machinery is calculated on their respective revalued amounts at rates derived from the remaining useful life of the items as determined by the valuer on straight line method as against the methods / rates / bases which would have otherwise been adopted for the purpose of the annual accounts of the Company and accordingly, includes additional depreciation charge of Rs. 876.93 lacs for the year with consequent effect on the loss for the year.

12. As the Company does not intend to further pursue the development of 'Plasma Display Panel' for its primary reportable business segment" TV Picture Tube and Parts", being commercially unviable, it has impaired as on 31.03.2011, the assets being Plant and Machinery used therein to its recoverable amount (net selling price) on the basis of the valuation of an independent valuer and accordingly . a sum of Rs. 1,457.62 lacs has been charged to the Profit and Loss Account as Impairment Loss.

13. During the year there were certain delays in repayment of dues to Financial Institution / Banks. The particulars of delays are summarized below:

However, as at March 31, 2011 there are no overdue payments except Rs. 853.65 lacs which fell due on 31 st March, 2011.

14. During the year the Company has received from Promoters an advance subscription amounting to Rs. 2,000 lacs for Warrants to be allotted on preferential basis in terms of the approved CDR scheme. The entire amount has been utilized towards the working capital requirements.

15. Borrowing cost capitalized during the year Rs. Nil lacs (Previous year Rs. Nil lacs)

16. Previous year figures have been regrouped / rearranged wherever necessary to conform to this year's classification.


Mar 31, 2010

As at as at

31-03-2010 31-03-2009

Rs. in lacs Rs. in lacs

1A Contingent Liabilities

i) Guarantees issued by bankers on behalf of the Company 266.90 250.50

for which counter guarantees have been given by the Company

ii Claims against the Company not acknowledged as debts:

Demands from Government authorities,

being contested by the Company

Income Tax matters 93.27 130.50

Sales Tax matters 832.44 171.56

Excise Duty and Service Tax matters 3796.19 693.07

UPSEB claims 172.79 140.59

EOU debonding 672.60 889.86

- Others 399.42 449.37

Transfer charges demanded by Himachal Pradesh Housing 113.00 56.62

Board on account of erstwhile merger of Samtel Electron Devices, Parwanoo with Samtel Color Ltd.

Differential stamp duty on account of construction of building 186.00 198.00

on the leasehold land of Samtel Glass Limited (formerly Samcor Glass Limited).

Customs authorities demand on account of fraudulent DEPB 38.64 38.64

claimed by another party and subsequently purchased by the Company for bonafide consideration.

Amount claimed by a supplier of technology transfer, disputed 594.65 594.65

by the Company

Labour cases, being contested by the Company 287.52 241.99

Dividend in arrears for 8 % Non Convertible Cumulative 419.95 282.48

Redeemable Preference Shares

iii) Irrevocable Corporate Guarantees issued by the Company in 1,211.20 1,349.60 favour of Bank, on account of financial assistance availed by a group company : Samtel Electron Devices, GmbH*

* Secured by way of charge created / to be created on immovable properties and by way of hypothecation of all movable properties of the Company, save and except book debts, both present and future on first pari- passu basis. »

The amounts shown in item (i) above represent gurantees given in the normal course of the Companys operations and are not expected to result in any loss to the Company on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

The amount shown in item (ii) above represent the best possible estimates arrived at on the basis of available informations. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have in invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.

Notes :

(i) The above figures do not include provision for gratuity and leave encashment payable to the Managing Director, as the same is actuarially determined for all employees of the Company as a whole.

(ii) Managerial remuneration includes Rs.57.65 lacs which is subject to approval of Central Government. The Management shall be filing the necessary application for the same. Further Rs. 46.53 lacs relating to 9 months period ended 31st March, 2009 is also subject to Central Government approval.

2. Segmental Reporting

The Companys operating business is organised and managed according to a single primary reportable business segment namely "T.V. Picture Tube and Parts".

As part of secondary reporting, revenues are attributed to geographic areas based on the location of the customer.

In accordance with Accounting Standard (AS) - 17 on Segment Reporting, the following table presents information relating to the geographical segments for the year ended March 31, 2010:-

Notes:

(i) Unallocated assets include loans, investments, dividend accounts and advance tax (net), which cannot be allocated to reportable segments.

(ii) Segment assets include the related capital work-in-progress and capital advances.

(iii) Unallocable revenue includes interest and dividend income.

(iv) Revenue is gross of excise duty.

(v) Figures in brackets represent previous years figures.

The tax impact for the above purpose has been arrived at by applying the prevailing tax rate for Indian companies under the Income Tax Act, 1961.

The deferred tax liability generated during the year has been adjusted against the carry forward deferred tax assets leaving unrecognized balance of net deferred tax assets of Rs. 471.99 lacs which will be adjusted against deferred tax liability as and when it arises.

No provision for tax (MAT) has been considered necessary in view of unabsorbed depreciation / carry forward losses.

3. Revenue expenses on account of Research and Development activities included in these accounts unrjer various heads are Rs.536.15 lacs (Previous year Rs. 686.02 lacs).

4. A) Finance Lease: The Company has acquired vehicles under a finance lease agreement. The lease agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance and insurance of the assets is borne by the Company.

The present value of Minimum Lease Payments as on March 31, 2010 for each of the following periods is:-

B) Operating Lease: The Company has taken on lease depots and offices with an option of renewal at the end of lease term. These leases have an escalation clause and are in the nature of cancelable operating leases. The lease amount paid / provided Rs. 248.70 lacs (previous year Rs. 250.99 lacs) has been charged to Profit and Loss account.

5. Pursuant to the Employee Stock Option Scheme established by the Company on 16th July, 2001, the Company has granted 5,33,569 share options to the eligible employees till 31st March, 2010. Each option entitles the eligible employees to apply for and be issued one equity share. The shares, under these share options, will be issued at a price being the closing price at Mumbai Stock Exchange on the date of grant of stock options. The vesting period for the share options varies over a period of thirty six months. Details of the total number of share options granted and shares issued there against are summarised below:

6 Post Employment Benefits

In accordance with the adoption of Accounting Standard - 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has accounted for the long term defined benefits and contribution schemes as under:

(a) Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of gratuity and leave encashment on the basis of actuarial valuation on the Balance Sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC) for certain categories of employees.

The actuarial valuation of the liability towards the Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Account as income and expense in the period in which they occur.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations for the current year is as below:

(b) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs. 4,77,45,855 (Previous Year Rs. 4,25,13,963).

The reconciliation of opening and closing balances of the present value of the defined benefit obligations for the previous year is as below:

7. Financial Restructuring

At the request of the Company, the participating Financial Institutions and Banks have during the financial year sanctioned a Debt Restructuring Scheme under the Corporate Debt Restructuring (CDR) mechanism. The salient features of the scheme inter alia are:

(a) Effective Date: The cut off date of the scheme - 1 st April 2009

(b) Restructuring of debt: The scheme envisaged restructuring of Core Principal (hereinafter referred to as Debt), which included loan of Rs. 47,186 lacs, Preference Shares of Rs. 3,079 lacs and Zero Coupon Bond (ZCB) Rs. 1,540 lacs.

(c) The scheme envisaged two options for repayment of debt to lenders. Under the settlement option of Rs. 23,036 lacs, the entire debt shall be settled against total payment of Rs. 14,685 lacs in three years from the effective date. Lenders opting for the restructuring option of Rs. 28,768 lacs shall get equity allotment of Rs. 4,642 lacs in addition to existing Non Convertible Redeemable Preference Share of Rs. 2,110 lacs and the balance debt of Rs. 22,016 lacs shall be repaid over a period of 7 years from the effective date with applicable interest.

(d) Promoter Contribution: The Promoters / their associates shall bring in a sum of Rs. 3,000 lacs through a preferential issue to be subscribed, Rs. 1,000 lacs within 6 months of the approval of the scheme and balance of Rs. 2,000 lacs within 18 months of the sanction of the scheme. Further the promoters shall also undertake to arrange additional equity contribution of Rs. 2,000 lacs during the financial year 2011 -12.

(e) Security: The debts (both term and working capital) to be secured by a first pari - passu charge on all the assets of the Company and the security to be pooled together among all the term lenders and working capital lenders. The debts shall also be secured by a personal guarantee of the Chairman and Managing Director of the Company. In addition, the promoters shall pledge 33% of the equity of the Company with lenders to further secure the debts.

(f) Right of Recompense: Lenders opting for restructuring option shall have the right to recompense the reliefs / sacrifices / waivers extended by the lenders as per the prevalent guidelines under the CDR mechanism.

Note:

(i) The aforesaid Cash Flow Statement has been prepared in consonance with the "Indirect Method" as set out in the Accounting Standard (AS-3) on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

(ii) Figures in brackets represent cash outflows.

(iii) Previous period figures have been regrouped/recast, wherever necessary, to conform to the current years classification.

- Rupee Loan from ICICI Bank Limited towards Research and Development projects secured by way of exclusive charge on the specific immoveable assets used for the said projects for Rs. 344.04 Lacs (previous year Rs. 350.00 Lacs).

(Refer Note no. 11 on schedule Q on Financial Restructuring)

(2) Secured by a Corporate Guarantee given by the Company and by way of specific charge created on assets purchased from the proceeds of this loan for the purpose of the Research and Development project for Rs. 113.26 Lacs (Previous year Rs. 198.21 Lacs).

(3) Secured by hypothecation of specific vehicles for Rs. 4.56 Lacs (Previous year Rs. 15.98 Lacs). Term loans repayable within one year Rs. 9,306.80 lacs (Previous year Rs. 6,866.69 lacs)

Notes:-

(1) The Company has furnished undertakings for non-disposal of its investment in Samtel Glass Ltd. (SGL) to IFCI and ICICI Bank on behalf of SGL for the purpose of securing a foreign currency loan for SGL and subscription to equity capital of SGL.

(2) The Company has pledged 4,37,216 shares of Samtel India Limited to a bank for securing a loan taken from them. The loan has been fully repaid and the Company has initiated the process of getting the scrips returned.

(3) The Company has pledged 15,00,000 shares of Samtel Glass Limited with CDR lenders pending creation of security on the Kota leasehold land.

(4) The Company has not purchased / sold any investments during the year.

(A) GENERAL

The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable accounting standards notified u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956.

(B) FIXED ASSETS

Tangible Assets

Fixed assets are stated at their original cost including freight, duties, taxes and other incidental expenses relating to acquisition and installation and are net of credit available under the excise / service tax CENVAT scheme and value added tax where applicable.

Preoperative expenditure including borrowing cost (net of revenue) incurred during the construction/trial run of projects is allocated on an appropriate basis to fixed assets on commissioning.

Intangible Assets

Intangible assets are recognised if:

- it is probable that the future economic benefits that are attributable to the assets will flow to the Company, and

- the cost/fair value (as determined by an independent valuer) of the assets can be measured reliably.

(C) DEPRECIATION/AMORTISATION

Fixed Assets

Depreciation on all fixed assets is charged on the straight line method on a pro-rata basis at the rates prescribed under Schedule XIV to the Companies Act, 1956, except for certain fixed assets provided to employees as per the terms of the employment and certain tools, which are depreciated over three to five years based on the useful life to the Company. Where there is a revision of the estimated useful life of an asset, the un amortised depreciable amount is charged over the revised remaining useful life (subject to minimum rates prescribed under Schedule XIV to the Companies Act, 1956).

Leasehold land is written-off proportionately over the lease period.

Leasehold Improvements are written off over the period of primary lease.

Capital spares are amortised over the useful life of the principal item.

Depreciation on foreign currency fluctuation is charged from the subsequent year over the residual useful life of the asset.

Intangible Assets

Goodwill is amortised on a straight line basis over a period of five years.

"Technical Designs / Drawings" and "Software for Internal Use" are amortised on a straight line basis over the estimated useful lives of the assets which are as under:

- Software for internal use - 3 years

- SAP ERP Package - 5 years

- Technical Designs / Drawings - Useful life of the related Plant and Machinery

(D) INVESTMENTS

Long term investments are stated at cost.

However, when there is a decline, other than temporary, in the value of long term investment, an appropriate provision is made to recognise such decline.

Current investments are valued at the lower of cost and fair value.

(E) INVENTORIES

Raw materials and components, stores and spares, loose tools, work-in-process and finished goods are valued at the lower of cost and net realisable value. Cost for this purpose is worked out on a moving weighted average basis. In case of finished goods and work-in-process, appropriate overheads are loaded on absorption costing basis. Finished goods are stated inclusive of excise duty.

(F) RESEARCH AND DEVELOPMENT (R&D)

i) Revenue expenditure incurred for R&D is charged to the Profit and Loss Account.

ii) Fixed Assets purchased for R&D activities are capitalised in the year the same are put to use.

(G) REVENUE

i) Sales are accounted for on despatch and are stated inclusive of excise duty and net of value added tax,

sales tax, trade discounts and sales return. ii) Export incentives are accounted for on an accrual basis.

(H) POST EMPLOYMENT BENEFITS

The Companys contribution to Provident Fund is charged to the Profit and Loss Account.

The Company has taken group policies with the Life Insurance Corporation of India (LIC) to cover the liabilities towards the Superannuation and Gratuity benefits for certain categories of employees. Trustees have been appointed for the purpose of administering the Superannuation and Gratuity Funds. The Company makes provision for the liability for long term defined benefit schemes of gratuity and leave encashment for all its employees on the basis of actuarial valuation on the Balance Sheet date based on the Projected Unit Credit Method. The actuarial valuation of the liability towards Gratuity is made on the basis of assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC, discount rate, future salary increases. The Company recognises the actuarial gains and losses in the Profit and Loss account as income and expense in the period in which they occur.

(I) FOREIGN CURRENCY TRANSACTIONS

i) Foreign currency transactions are accounted for at the exchange rate prevailing on the transaction date. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year-end rates.

ii) The difference in translation of monetary assets and liabilities and realised gains and losses on foreign exchange transactions are recognised in the Profit and Loss account. For forward contracts associated with underlying out standings at the Balance Sheet date, the exchange difference on such contracts are recognised in the profit and loss account in the reporting period in which exchange rates changes. The premium or discount on all such contracts arising at the inception are amortised as in income or expense over the life of the contract.

(J) BORROWING COSTS

i) Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset upto the date of start of commercial production.

ii) Ancillary costs incurred in connection with the arrangement of borrowings are amortised over the period of the borrowing.

iii) Other borrowing costs are recognised as an expense in the period in which they are incurred.

(K) LEASES As Lessee

Lease rentals in respect of assets taken on operating lease are charged to the Profit and Loss account on a straight line basis over the lease term.

Finance lease transactions entered are considered as financing arrangements and the leased asset is capitalized at an amount equal to the present value of future lease payments and a corresponding amount is recognised as a liability. The lease payments made are apportioned between finance charge and reduction of outstanding liability in relation to leased asset.

(L) TAXATION

Tax expense for the year comprises of current tax and deferred tax. Current taxes are measured at the current rate of tax in accordance with provisions of the Income Tax Act, 1961.

Deferred Income Tax reflects the effect of temporary timing differences between the assets and liabilities recognised for financial reporting purposes and the amounts that are recognised for Income Tax purposes.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or subsequently enacted by the Balance Sheet date.

Deferred tax assets in case of carry forward of losses / depreciation are recognised only to the extent there is virtual certainty that sufficient future taxable income will be available. In all other cases deferred tax asset is recognised, where there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

(M) WARRANTY

Warranty cost is provided on the basis of average cost of warranty of finished goods lying with the Company at the year end and the estimated future claims expected to be received (based on past experience) within the warranty period.

(N) EMPLOYEE STOCK OPTION BASED COMPENSATION

Stock options granted to the employees who accepted the grant under the Companys Stock Option Plan are accounted in accordance with Securities and Exchange Board of India (Employees Stock Option Scheme) Guidelines, 1999. The Company follows the intrinsic value method and accordingly, the excess, if any, of the market price of the underlying equity shares as of the date of the grant of the option over the exercise price of the option, is recognized as employee compensation cost and amortised on straight line basis over the vesting period.

(0) IMPAIRMENT OF ASSETS

At each balance sheet date, the Company assesses whether there is any indication that any asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the assets exceeds the recoverable amount, an impairment loss is recognised in the accounts to the extent the carrying amount exceeds the recoverable amount.

(P) EARNINGS PER SHARE (EPS)

The earnings considered in ascertaining the Companys EPS comprises the net profit after tax (and includes the post tax effect of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effect of potential dilutive equity shares.

(Q) PROVISIONS AND CONTINGENCIES

A provision is recognised when there is a present obligation, as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(R) CONSOLIDATION OF ACCOUNTS

i) The consolidated financial statements relate to Samtel Color Limited (the Company) and its wholly owned subsidiary companies.

The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits and losses.

The amounts shown in item (i) above represent gurantees given in the normal course of the Companys operations and are not expected to result in any loss to the Company on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

The amount shown in item (ii) above represent the best possible estimates arrived at on the basis of available informations. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have in invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.

Notes:

(i) Unallocated assets include loans, investments, dividend accounts and advance tax (net), which cannot

be allocated to reportable segments. (ii) Segment assets include the related capital work-in-progress, capital advances and pre-operative

expenditure pending allocation. (iii) Unallocable revenue includes interest and dividend income. (iv) Revenue is gross of excise duty. (v) Figures in brackets represent previous years figures.

The tax impact for the above purpose has been arrived at by applying the prevailing tax rate for Indian companies under the Income Tax Act, 1961.

The deferred tax liability generated during the year has been adjusted against the carry forward deferred tax assets leaving unrecognized balance of net deferred tax assets of Rs. 471.99 lacs which will be adjusted against deferred tax liability as and when it arises.

No provision for tax (MAT) has been considered necessary in view of unabsorbed depreciation / carry forward losses.

4. Revenue expenses on account of Research and Development activities included in these accounts under various heads are Rs.536.15 lacs (Previous year Rs. 686.02 lacs).

5. A) Finance Lease: The Company has acquired vehicles under a finance lease agreement. The lease

agreement provides for transfer of ownership to the Company at the end of the lease term. Initial direct cost, maintenance and insurance of the assets is borne by the Company.

The present value of Minimum Lease Payments as on March 31, 2010 for each of the following periods is:-

6. Pursuant to the Employee Stock Option Scheme established by the Company on 16th July, 2001, the Company has granted 5,33,569 share options to the eligible employees till 31st March, 2010. Each option entitles the eligible employees to apply for and be issued one equity share. The shares, under these share options, will be issued at a price being the closing price at Mumbai Stock Exchange on the date of grant of stock options. The vesting period for the share options varies over a period of thirty six months. Details of the total number of share options granted and shares issued there against are summarised below:

8 Post Employment Benefits

In accordance with the adoption of Accounting Standard - 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has accounted for the long term defined benefits and contribution schemes as under:

(a) Defined Benefit Schemes:

The Company provides for long term defined benefit schemes of gratuity and leave encashment on the basis of actuarial valuation on the Balance Sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC) for certain categories of employees.

The actuarial valuation of the liability towards the Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the Profit & Loss Account as income and expense in the period in which they occur.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations for the current year is as below:

9 In accordance with the requirements of Accounting Standard (AS)-18 on Related Party Disclosures, the names of the related parties where control exist and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management, are :

10. The Company has sought a status confirmation from its vendors to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006.

Based on the responses received from the vendors the Company has determined the required disclosures as given below:

11. Financial Restructuring

At the request of the Company, the participating Financial Institutions and Banks have during the financial year sanctioned a Debt Restructuring Scheme under the Corporate Debt Restructuring (CDR) mechanism. The salient features of the scheme inter alia are:

(a) Effective Date: The cut off date of the scheme - 1st April 2009

(b) Restructuring of debt: The scheme envisaged restructuring of Core Principal (hereinafter referred to as Debt), which included loan of Rs. 47,186 lacs, Preference Shares of Rs. 3,079 lacs and Zero Coupon Bond (ZCB) Rs. 1,540 lacs.

(c) The scheme envisaged two options for repayment of debt to lenders. Under the settlement option of Rs. 23,036 lacs, the entire debt shall be settled against total payment of Rs.14,685 lacs in three years from the effective date. Lenders opting for the restructuring option of Rs. 28,768 lacs shall get equity allotment of Rs. 4,642 lacs in addition to existing Non Convertible Redeemable Preference Share of Rs. 2,110 lacs and the balance debt of Rs. 22,016 lacs shall be repaid over a period of 7 years from the effective date with applicable interest.

(d) Promoter Contribution : The Promoters / their associates shall bring in a sum of Rs. 3,000 lacs through a preferential issue to be subscribed, Rs. 1,000 lacs within 6 months of the approval of the scheme and balance of Rs. 2,000 lacs within 18 months of the sanction of the scheme. Further the promoters shall also undertake to arrange additional equity contribution of Rs. 2,000 lacs during the financial year 2011 -12.

(e) Security: The debts (both term and working capital) to be secured by a first pari - passu charge on all the assets of the Company and the security to be pooled together among all the term lenders and working capital lenders. The debts shall also be secured by a personal guarantee of the Chairman and Managing Director of the Company. In addition, the promoters shall pledge 33% of the equity of the Company with lenders to further secure the debts.

(f) Right of Recompense: Lenders opting for restructuring option shall have the right to recompense the reliefs / sacrifices / waivers extended by the lenders as per the prevalent guidelines under the CDR mechanism.

13. Bluebell Trade Links Private Limited, one of the subsidiaries of the Company, is yet to commence commercial operations.

14. The consolidated financial statements have been prepared in accordance with the requirements of Accounting Standard (AS-21) "Consolidated Financial Statements" and Accounting Standard (AS-23) "Accounting for Investments in Associates in ConsolidatedFinancial Statements" issued by the Institute of Chartered Accountants of India.

15. The Profit after tax of Samtel Glass Limited has been taken on the basis of un audited financial statements for the financial year ended March 31, 2010. It is unlikely that the audited results would be materially different from un audited results.

16. (a) Previous period figures have been regrouped/ rearranged wherever necessary to conform to this years

classification.

(b) The figures for the previous year are for nine months period ended March 31, 2009 and are to that extent not comparable with those of the current financial year which are for period of 12 months.

Note:

(i) The aforesaid Cash Flow Statement has been prepared in consonance with the "Indirect Method" as set out in the Accounting Standard (AS-3) on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

(ii) Figures in brackets represent cash outflows.

(iii) Previous period figures have been regrouped/recast, wherever necessary, to conform to the current years classification.

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