Notes to Accounts of Samtel India Ltd.

Mar 31, 2015

1.(b) Rights, preferences and restrictions attached to shares:

The Company has only one class of equity shares having a par value of' 10 per share. Each Shareholder is eligible for one vote per share held. The company declares dividends in Indian rupees. In case 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

* The Company has given undertaking to certain financial institutions not to dispose off these investments without their prior consent till the loans sanctioned by them to the investee companies remain outstanding.

# Companies under the same management.

** During the previous year, the Company has given undertaking to a bank not to dispose, transfer, pledge charge or create a lien on the existing or future shares of Akla Investments private Limited (Mauritus), till the financial assistance granted by the bank in the form of bank guarantee in favour of an associate company remains due and outstanding.

2. OVERVIEW

Samtei India Limited which commenced operations in the year 1983, manufacture picture tubes for black & white televisions, trades color television tubes and supplies skilled and unskilled manpower. It is listed on the National Stock Exchange of India and Bombay Stock Exchange of India. The corporate office is situated in New Delhi.

3. CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities not provided for in respect of:

(FIGURES IN Rs.)

Description Current Year Previous Year

a) Disputed Excise Duty and Other demands 15,70,000 15,70,000

b) Income Tax demands where the cases are 2,76,71,668 2,76,71,668 pending at various stages of appeal with the authorities

c) Sales Tax Demand where the case are pending 36,20,500 36,20,500 before assessing officer after remand from Joint commissioner Sales Tax.

4. In the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ' ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities has been made and considered adequate.

5. Taxation

The Company has carried forward losses/unabsorbed depreciation under the income tax Act, 1961. However, in view of uncertainty of future taxable income of the Company, in accordance with Accounting Standard AS-22" Accounting for Taxes on Income" notified in the Companies Accounting Standard Rule 2006, the net deferred tax assets have not been recognized in the accounts.

6. The Company has already started the process of identifying the Micro, Small and Medium Enterprises as defined under the "The Micro, Small and Medium Enterprises Development Act, 2006". However, based on the information available with the Company as of now, no enterprises have been identified, who are registered under the said Act.

7. The management has recognized a permanent diminution in the value of the investments in Samtel Colors Limited (SCL) thereby the investment value has been reduced by Rs. 21,91,140 (previous year Rs. 36,12,420) and Samtel Glass Limited (SGL) by Rs. Nil (previous year Rs. 1,28,64,000). In current year diminution in value of long term investment of SGL has not been done as in the view of the company, the SGL 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 investment of SGL does not require any diminution. In case of Samtel Color Limited, the above figures has been arrived as a difference between book value and market value of the shares of Company and in case SGL diminution has been derived as a difference between book value and average of the three years net worth of the Company (in the previous year).

8. Disclosure as required by Accounting (AS-17) 'Segment Reporting':

Based on the gulding principles in Accounting Standard AS17"Segment Reporting" Notified in the Companies (Accounting Standard) Rule 2006, the Company's only business segment during the year relates to "Supply of manpower" In India. As a result the additional disclosure requiements of AS-17 are not required.

9. Disclosures as required by Accounting Standard (AS-18) 'Related Party Disclosures':

A. List of Related Parties and Relationships

SI. Nature of Relationship Name of Related party No.

a Related parties where control None exists

b Key Management Personnel Satish K Kaura

Other related parties in respect of which the Company had transaction

(i) Associates a) Samtel Machines & Projects Limited

* b) Akla Investment Private Limited

(ii) Enterprises over which key a. Samtel Color Limited management personnel and/ or his b, Samtel Avionics Limite relatives exercise significant c. Samtel Glass Limited influence

10. After the cessation of plant (Black and White pictures for Black and white TV Sets), Samtel India limited had, aimed to commence its operation in trading of color picture tubes, however such proposal could not be established/executed, due to low market demand. The management of Samtel India Limited has a strong believe in entering into new segment therefore it entered into the business for supplying manpower to manufacturing unit, (especially to picture tube manufacturing units). Since the demand of Cathode Ray Tube has sharply declined, the business of manpower supply has been adversely affected. In the earlier the Company is continuing with & simultaneously exploring various new opportunities, like supply of manpower to manufacturing unit ( especially to picture tube manufacturing units) and in exploration evaluated the manufacturing possibilities & for that intended to acquire suitable property also, but could not succeed due to continuous recession and liquidity problem, Now the Company planning to do trading activity and for that taking requisite steps for obtaining necessary statutory / legal approvals. In view this, the management has prepared and maintained its books of accounts on the concept of "going concern".

11. Due to the accumulated losses the entire net worth of the Company has been eroded at the end of financial year 2013-14. The management is in the process of seeking legal opinion regarding the applicability of provision of Sick Industrial Companied(Special Provision) Act,1985 and necessary step will be initiated accordingly

12. During the previous year ended on 31st March 2011, the Company has made reconciliation of Provident Fund Trust with the Company's books. On reconciliation, it was found that the value of the assets was less than the obligation of provident fund by Rs. 44,87,356/-. This is basically the interest liability of the balance outstanding of provident fund as at 31st March 2011. The balance outstanding as at 31.3.2015 is Rs. 17,82,871.

13. In earlier years, the Company has given security in the form of pledge upto Rs. 59 lacs fully paid up equity shares of Rs.10 each of Samtel Color Limited (SCL) held by the Company in favor of the bank acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of RBI, as it has major investment in SCL and in view of the management it would add long term value to the Company.

14. Unpaid portion in share premium, calls in arrears on equity share issued in earlier years was ascertained on reconciliation during the previous year, ended as at 31st March 2012.

15. The estimated useful lives of the fixed assets have been revised in accordance with Schedule II to the Companies Act 2013, with effect from 1st April, 2014. Pursuant to these changes in useful lives, the depreciation expense for the Year ended 31st March 2015 is increased by Rs. O.O8Lacs

16. 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).

17. 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).

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

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Mar 31, 2014

1. (a) 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. In case 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.

Terms & Conditions, Repayment Schedule and interest rate on loan

Loan of Rs. 10,28,263 is interest free loan from Punswat Consultants Limited end Rs,45(000/-i5 interest free loan from Swaka Consultants Limited repayable on demand.

2. OVERVIEW

Samtef India Limited which commenced operations in the year 1983, manufacture picture tubes for black & white televisions, trades color television tubes and supplies skilled and unskilled manpower. It is listed on the National Stock Exchange of India and Bombay Stock Exchange of India. The corporate office is situated in New Delhi.

3. CONTINGENT LIABILITIES AND COMMITMENTS

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

Description Current Year Previous Year

a) Disputed Excise Duty and Other demands 15,70,000 15,70,000

b) income Tax demands where the cases are pending at 2,76,71,668 2,76,71,668 various stages of appeal with the authorities

c) Sales Tax Demand where the case are pending before assessing officer after 36,20,500 36,20,500 remand from Joint commissioner Sales Tax.

4. In the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities has been made and considered adequate.

5. Taxation

The Company has carried forward losses/unabsorbed depreciation under the Income tax Act, 1961. However, in view of uncertainty of future taxable income of the Company, in accordance with Accounting Standard AS-22" Accounting for Taxes on Income" notified in the Companies Accounting Standard Rule 2006, the net deferred tax assets have not been recognized in the accounts.

6. The Company has already started the process of identifying the Micro, Small and Medium Enterprises as defined under the "The Micro, Small and Medium Enterprises Development Act, 2006". However, based on the information avaiiable with the Company as of now, no enterprises have been identified, who are registered under the said Act.

7. The management has recognized a permanent diminution in the value of the investments in Samtel Colors Limited (SCL) and Samtel Glass Limited (SGL), thereby the investment value has been reduced by Rs. 36,12,420 (previous year Rs. 3,71,24,940) and 1,28,64,000 (previous year 3,83,48,000) respectively. In case of Samtel Color Limited, the above figures has been arrived as a difference between book value and market value of the shares of Company and in case SGL diminution has been derived as a difference between book value and average of the three years net worth of the Company (including the current year).

8. Disclosure as required by Accounting Standard (AS-17)'' Segment Reporting'':

Based on the guiding principles given in Accounting Standard AS17 "Segment Reporting" Notified in the Companies (Accounting Standard) Rule 2006, the Company''s only business segment during the year relates to "Supply of manpower" in India. As a result the additional disclosure requirements of AS-17 are not required.

''The Company has given undertakings to certain financial institutions not to dispose off its investments without their prior consent till the loans sanctioned by them to the investee companies remain outstanding fully provided- (Reter Note No, 9).

9. After the cessation of plant (Black and White pictures for Black and white TV Sets), Samtel India Limited had aimed to commence its operation in trading of color picture tubes, however such proposa could not be established/executed, due to low market demand. The management of Samtel India Limited has a strong believe in entering into new segment therefore it entered into the business for supplying manpower to manufacturing unit, (especially to picture tube manufacturing units). Since the demand of Cathode Ray Tube has sharply declined, the business of manpower supply has been adversely affected. The Company is further exploring other business opportunities including manufacturing and for that the company intend to by acquire suitable property, accordingly the company has entered into an agreement with M/S Amberley Estates Pvt. Ltd. having its registered office at A-81, East of Kailash, New Delhi 110065, to assist the company in identifying/ facilitating buying of suitable commercial industrial plots/space. The company will take requisite steps as and when required for obtaining necessary statutory / legal approvals. In the fight of above mentioned proposal, the management has prepared and maintained its books of accounts on the concept of "going concern".

10. Due to the accumulated losses the entire net worth of the Company has been eroded at the end of financial year 2013-14. The management is in the process of seeking legal opinion regarding the applicability of provision of Sick Industrial Companied(Special Provision) Act,1985 and necessary step will be initiated accordingly

11. During the previous year ended on 31 St March 2011, the Company has made reconciliation of Provident Fund Trust with the Company''s : books. On reconciliation, it was found that the value of the assets was less than the obligation of provident fund by Rs. 44,87,356/-. This is : basically the interest liability of the balance outstanding of provident fund as at 31st March 2011. The balance outstanding as at 31.3.2014 is Rs. 17,82,871.

12. In earlier years, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of .10 each of Samtel Color Limited (SCI) held by the Company in favor of the bank acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of RBJ. as it has major investment in SCL and in view of the management it would add long term value to the Company.

13. Unpaid portion in share premium, calls in arrears on equity share issued in earlier years was ascertained on reconciliation during the ; previous year, ended as at 31 st March 2012.

14. 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- C L-V, Dated 30th March''2011).

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

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Mar 31, 2013

1. OVERVIEW

Samtel India Limited which commenced operations in the year 1983, manufacture picture tubes for black & while televisions, trades color television tubes and supplies skilled and unskilled manpower. It is listed on the National Stock Exchange of India and Bombay Stock Exchange of india. The corporate office is situated in New Delhi.

2. in the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities has been made and considered adequate.

3. taxation

The Company has carried forward losses/unabsorbed depreciation under the Income tax Act, 1961. However, in view of uncertainty of future taxable income of the Company, in accordance with Accounting Standard AS-22" Accounting for Taxes on Income" notified in the Companies Accounting Standard Ruie 2006, the net deferred tax assets have not been recognized in the accounts.

4. The Company has already started the process of Identifying the Micro. Small and Medium Enterprises as defined under the "The Micro, Smali and Medium Enterprises Development Act, 2006". However, based on the information available with the Company as of now, no enterprises have been identified, who are registered under the said Act,

5. The management has recognized a permanent diminution in the value of the investments in Samtel Colors Limited (SCL) and Samlel Glass Limited (SGL). thereby the investment value has been reduced by ''3,7124,940 (previous year '' 2,60,50,800)/- and ''3,63,46,000 (previous year '' 2,74,04.000)/- respectively. In case of Samtel Color Limited, the above figures has been arrived as a difference between book value and market value of the shares of Company and in case SGL diminution has been derived as a difference between book value and average of the three years nel worth of the Company (including the current year)

6. Disclosure as required by Accounting Standard (AS-17)'' Segment Reporting'': Based on the guiding principles given in Accounting Standard AS 17 "Segment Reporting" Notified in the Companies (Accounting Standard) Rule 2006, the Company''s only business segment during the year relates to "Supply of manpower" in India. As a result the additional disclosure requirements of AS-17 are not required.

The Company has given undertakings to certain financial institutons not 1o dispose oft its investments without their prior consent till the loans sanctioned by them to the irwestee companies remain outstanding fully provided (Refer Note No 9).

7. After the cessation of plant (Black and While pictures for Black and white TV Sets). Samtel India Limited had aimed to commence its operation in trading of color picture tubes, however such proposal could not be established/executed, due to low market demand. The management of Samtel India Limited has a strong believe in entering into new segment therefore it entered into the business for supplying manpower to manufacturing unit, (especially to picture tube manufacturing units). Since the demand of Cathode Ray Tube has sharply declined, the business of manpower supply has been adversely affected. The Company is further exploring other business opportunities including manufacturing and for that the company intend to by acquire suitable property, accordingly the company has entered into fin agreement with M/S Amberley Estates Pvt. Ltd. having its registered office at A-81, East of Kailash. New Delhi 110065, to assist the company in identifying/ facilitating buying of suitable commercial industrial plots/space. The company will take requisite steps as and when required for obtaining necessary statutory/ legal approvals. In the light of above mentioned proposal, the management has prepared and maintained its books of accounts on the concept of "going concern1''.

8. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Management wili file necessary application for reference to the Board of Industrial & Financial Reconstruction (BIFR) within the prescribed time period as per the provisions of The Sick Industrial Companies (Special Provisions). Act, 1985.

9. During the previous year ended on 31st March 2011, the Company has made reconciliation of Provident Fund Trust with the Company''s books. On reconciliation, it was found that the value of the assets was less than the obligation of provident fund by '' 44,87,356/- This is basically the interest liability of the balance outstanding of provident fund as at 31st March 2011. The balance outstanding as at 31.3.2013 is''17.82,871.

10. In earlier years, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of Rs.10 each of Samlel Color Limited (SCL) held by the Company in favor of the bank acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of RBI as if has major investment in SCL and in view of Ihe management ii would add long term value to the Company.

11. Unpaid portion in share premium, calls in arrears on equity share issued in earlier years was ascertained on reconciliation during the previous year, ended as at 31 st March 2012,

12 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).

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

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Mar 31, 2011

1. Contingent Liability

Contingent liability, if material, is disclosed by way of notes to the accounts.

As at March 31, 2011 As at March 31, 2010 Rs. Rs.

a). Contingent liabilities, not provided for :-

i. Sales tax matters 3620500 7241000

ii. Excise matters 1570000 1570000

iii. Income-tax matters NIL NIL

All the above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings when ultimately concluded will not, in the opinion of management, have a material effect on the result of operation or the financial position of the Company.

b). Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) Rs. Nil (previous year Rs. Nil).

2.

a). During the year licenses for supply of manpower have been received for which changes in Memorandum of Association have already been made. The recruitment of employees for manpower supply has stared, due to certain regulatory clearances the activity of manpower supply withheld. In view of the management the accounts have been prepared on going Concern basis.

b). The Company has made reconciliation of Provident Fund Trust with Company Books. On reconciliation, it found that the value of the assests is less than the obligation of provident fund by Rs, 44,87,356/-. This is basically the interest liability of the balance outstanding of provident fund as on 31st March 2011, and hence a provision of liability is made to the extent of difference between asset value & obligation

3. In earlier years, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of Rs.10 each of Samtel Color Limited (SCL) held by the Company in favour of the bank acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of RBI, as it has major investment in SCL and in view of the management it would add long term value to the Company.

4. The Company has carried forward losses / unabsorbed depreciation under the Income-tax Act, 1961. However, in view of uncertainty of future taxable income of the Company, in accordance with Accounting Standard AS 22 "Accounting for Taxes on Income", notified in the Companies Accounting Standards) Rules, 2006, the net deferred tax assets have not been recognised in the accounts.

5. The Company already has started the process of identifying the Micro, Small and Medium Enterprises as defined under the "The Micro, Small and Medium Enterprises Development Act, 2006". However, based on the information available with the Company as of now, no enterprises have been identified, who are registered under the said Act.

6. Based on the guiding principles given in Accounting Standard AS 17 "Segment Reporting" notified in the Companies (Accounting Standards) Rule 2006, the Company's only business segment during the year relates to "Picture Tubes". As a result the disclosure requirements of AS-17 are not applicable.

7. Related party disclosures, as identified and certified by the management, per Accounting Standard AS 18:

(a) Related parties where control exists: None

(b) Other related parties and nature of relationships, in respect of which the Company had transactions:

(i) Associates

- Teletube Electronics Limited

- Akla Investments Private Limited

(ii) Enterprises over which key management personnel and/or his relatives exercise significant influence:

- Samtel Color Limited

- Samtel Display Systems Limited

- Samtel Glass Limited (formerly known as Samcor Glass Limited)

8. The Company has an investment in unquoted equity shares in a company under the same management of Rs. 555 lacs, the book value whereof is below par. Considering the long term and strategic nature of investment, the fall in value has been considered temporary in nature and not provided for.

9. Previous year figures have been recast/regrouped, wherever necessary.

9a.Schedules 1 to 11 form an integral part of the balance sheet, profit and loss account and cash flow statement.

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Mar 31, 2010

As at March 31, 2010 As at March 31, 2009 Rs. Rs.

1. Contingent liabilities, not provided for :-

a. Sales tax matters 7241000 14596000

b. Excise matters 1570000 1570000

c. Income-tax matters NIL 8146000

All the above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings when ultimately concluded will not, in the opinion of management, have a material effect on the result of operation or the financial position of the Company.

2. Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) Rs. Nil (previous year Rs. Nil).

3. During the year, the management has proposed to undertake the activity relating to Man power supply. Necessary amendments have been made in Memorandum of Association of the company enabling it to undertake the said activity. However, Company continues to carry on trading activities & exploring other similar options. Hence, in view of management, the accounts have been prepared on the basis that the company is a "going concern"

4. In earlier years, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of Rs.10 each of Samtel Color Limited (SCL) held by the Company in favour of the bank acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of RBI, as it has major investment in SCL and in view of the management it would add long term value to the Company.

5. The Company has carried forward losses / unabsorbed depreciation under the Income-tax Act, 1961. However, in view of uncertainty of future taxable income of the Company, in accordance with Accounting Standard (AS) 22 "Accounting for Taxes on Income", notified in the Companies Accounting Standards) Rules, 2006, the net deferred tax assets have not been recognised in the accounts.

6. The Company already has the process of identifying the Micro, Small and Medium Enterprises as defined under the "The Micro, Small and Medium Enterprises Development Act, 2006". However, based on the information available with the Company as of now, no enterprises have been identified, who are registered under the said Act.

7. Based on the guiding principles given in Accounting Standard (AS) 17 "Segment Reporting" notified in the Companies (Accounting Standards) Rule 2006, the Companys only business segment during the year relates to "Picture Tubes". As a result the disclosure requirements of AS-17 are not applicable.

8. Related party disclosures, as identified and certified by the management, per Accounting Standard (AS) 18:

(a) Related parties where control exists: None

(b) Other related parties and nature of relationships, in respect of which the Company had transactions:

(i) Associates:

Teletube Electronics Limited Akla Investments Private Limited

(ii) Enterprises over which key management personnel and/or his relatives exercise significant influence: Samtel Color Limited Samtel Display Systems Limited Samtel Glass Limited (formerly known as Glass Limited)

9. The details of provision made for sales tax demand and warranty covering the picture tube sales for the period of one year, in accordance with the requirements of Accounting Standard (AS)-29 "Provision, Contingent Liabilities and Contingent Assets", are as under :-

10. The Company has an investment in unquoted equity shares in a company under the same management of Rs. 555 lacs, the book value whereof is below par. Considering the long term and strategic nature of investment, the fall in value has been considered temporary in nature and not provided for.

11. Statement of additional in formation

12. Previous year figures have been recast/regrouped, wherever necessary.

13. Schedules 1 to 11 form an integral part of the balance sheet, profit and loss account and cash flow statement.