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Directors Report of Sharp India Ltd.

Mar 31, 2023

DIRECTORS’ REPORT

To

The Members,

Your Directors have pleasure in presenting their Thirty Eighth Report
together with the Audited Financial Statement of Accounts for the year
ended on March 31, 2023.

1. FINANCIAL RESULTS

The Company’s financial performance for the financial year ended
March 31, 2023, is summarized below:

Year ended
March 31, 2023

Year ended
March 31, 2022

INCOME

Revenue from operations

2.63

11.58

Other Income

4.14

13.75

Total Income

6.77

25.33

EXPENDITURE

Employee Benefit expenses

576.42

585.47

Depreciation and amortization expenses 15.97

16.78

Financial Cost

677.95

602.40

Other Expenses

311.23

291.50

Total Expenses

1,581.57

1,496.15

PROFIT/(LOSS) BEFORE TAX

(1,574.80)

(1,470.82)

PROVISION FOR TAX

00.0

00.00

NET PROFIT /(LOSS)

FOR THE YEAR

(1,574.80)

(1,470.82)

PROFIT AND LOSS ACCOUNT,

beginning of the year

(11,369.14)

(9,898.32)

PROFIT AND LOSS ACCOUNT,

end of the year

(12,943.94)

(11,369.14)

2. PERFROMANCE & OPERATIONS:

Gross Revenue from operations during the year under review
was Rs. 2.63 Lacs. The net loss of the company for the fiscal
year 2022- 2023 is Rs. 1,574.80 Lacs. There was no production
of LED TVs since April 2015 (Except in the month of August
2015) and of Air conditioners since June 2015 in the absence
of any orders. During the period your Company has entered into

(i) Basic Services Agreement with Sharp Corporation; (ii) Service
Agreement with Sharp Business Systems (India) Private Limited;
and (iii) the Individual Contract for Services No. 1 with Sharp
Business Systems (India) Private Limited for providing certain
support services which has generated some revenue. Further
there was no change in the nature of business.

Due to extraneous factors your Company had applied for
extension of 38th Annual General Meeting (AGM) to Registrar
of Companies Pune (ROC). The extension for AGM was received
on 8th September 2023 for the period of three months i.e. upto
30th December 2023.

3. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion Analysis and the report on Corporate
Governance are attached to the Directors’ Report and form part
of this Annual Report.

4. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious
and cordial

5. AUDITORS:

i) Statutory Auditors:

In accordance with the provisions of section 139 of
Companies, Act, 2013, M/s G.D Apte & Co, Chartered
Accountants Chartered Accountants (ICAI Registration No.
100 515W) were appointed as statutory Auditors of Company
for a period of 5 years commencing from the conclusion
of 37th Annual General Meeting till the conclusion of 42nd
Annual General Meeting of the Company. The Company has
received confirmation from Auditors that they are eligible to
continue as the statutory auditors of the Company.

During the year under review, there were no frauds reported
by the Auditors to the Audit Committee or Board under section
143 (12 ) of Act.

The report given by M/s G.D Apte & Co, Chartered
Accountants Chartered Accountants on financial statement
for the year ended March 31, 2023 is part of the Annual
Report.

ii) Cost Auditors:

The Board of Directors on recommendation of Audit
Committee , has appointed M/s. C.S. Adawadkar & Co,
Practicing Cost Accountant, as the Cost Auditor for the
financial year ended on 31st March, 2024 on a remuneration
of Rs 40,000 ( Forty Thousand Only) plus out of pocket
expensed and applicable taxes. The remuneration payable
to cost Auditors is required to be ratified by shareholders in
ensuing Annual General Meeting. M/s. C.S. Adawadkar & Co,
Cost Accountant will submit the cost audit report along with
annexure to the Central Government (Ministry of Corporate
Affairs) in the prescribed form within specified time and at the
same time forward a copy of such report to your company.

Cost Records

As per section 148 of Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules 2014, your
company is required to maintain cost records and accordingly
such accounts and records are maintained.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and regulation 24A
of SEBI ( Listing Obligation and Disclosure Requirement)
Regulation, 2015 the Board of Directors of the Company
appointed M/s. SVD & Associates , Practicing Company
Secretaries as the ‘Secretarial Auditors’ of the company for
the financial year 2023-2024. The Secretarial Audit Report
given by M/s. SVD & Associates, Practicing Company
Secretaries for the financial year 2022-2023 is annexed as
Annexure - B.

As per regulation 24A of SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 and SEBI circular
no. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the
Company has submitted the Annual Secretarial Compliance
Report, issued by M/s. SVD & Associates , Practicing
Company Secretaries with the BSE Limited where shares of
the Company are listed. It is also available on the website
of the Company www.sharpindialimited.com.

6. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies
Act, 2013 read with Rule 12 (1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return is available
on the website of the company
www.sharpindialimited.com.

7. CORPORATE GOVERNANCE

The Company is committed to achieving and adhering to the
highest standards of Corporate governance and it constantly
benchmark itself with best practices in this regards. A report
under regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015 on corporate governance for
financial year 2022-23 along with a certificate issued by the
Company Secretary in whole time practice confirming compliance
with the mandatory requirements as stipulated in chapter IV of
the listing regulations, forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review, seven Board Meetings were
convened on 3rd June 2022, 28th September 2022, 23rd
November 2022, 03rd December 2022, 22nd December 2022,
14th February 2023 and 03rd March 2023. The time gap between
two consecutive meetings did not exceed One hundred and
Twenty days. The details of which are given in the Corporate
Governance Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) and 134 (5) of
the Companies Act, 2013, in respect of Directors’ Responsibility
Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial
year ended on 31st March 2023 , the applicable accounting
standards have been followed and that there are no material
departures;

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

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

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

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

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS:

All Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015. In the opinion of the Board, there has been no change in
the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience of all Independent Directors
on the Board.

11. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT,
AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES
AND INDEPENDENCE OF A DIRECTOR:

The Board had on the recommendation of the Nomination and

Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel and Senior
Management Personnel and their remuneration. The policy is
appended as ‘Annexure - A’ to this Report. The said policy is
also available on the website of the Company and the link of
the same is
https://www.sharpindialimited.com/Nomination-and-
Remuneration-Policv.pdf

Criteria for Determining Qualifications. Positive Attributes &
Independence of Director (Evaluation Criteria):
i. Qualifications of Director:

A director shall possess appropriate skills, experience and
knowledge in one or more fields of engineering, finance,
law, management, sales, marketing, administration, research,
corporate governance, operations or other disciplines related
to the Company''s business.

ii. Positive attributes of Directors:

A director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold
ethical standards of integrity and probity; act objectively and
constructively; exercise his responsibilities in a bona-fide
manner in the interest of the Company; devote sufficient
time and attention to his professional obligations for informed
and balanced decision making; and assist the Company in
implementing the best corporate governance practices.

iii. Independence of Independent Directors:

An Independent director should meet the requirements of
the Companies Act, 2013 and SEBI Listing Regulations 2015
concerning independence of directors.\

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY
QULIFICATION, RESERVATION OR ADVERSE REMARKS OR
DISCLAIMER MADE (1) BY THE STATUTORY AUDITORS IN
THEIR REPORT AND BY THE COMPANY SECRETARIES IN
PRACTICE IN THEIR SECRETARIAL AUDIT REPORT:

(1) Statutory Auditors qualification/comments on Company’s
financial statement.

We draw your attention to Note No. 4 to the financial results
which states that the Company has ceased business operations
from the financial year ended March 31, 2016 and incurred Net
Loss of Rs. 402.88 Lakhs and Rs. 1574.80 Lakhs for the quarter
and year ended March 31, 2023 respectively and accumulated
losses aggregate to Rs. 12,943.94 Lakhs as of March 31, 2023.
There is no production of LED TVs from April, 2015 and of Air
Conditioners since June, 2015 onwards in the absence of any
orders. There is a significant doubt whether the company would be
able to continue as a going concern due to material uncertainties
in respect of commencement of production and other operations
pertaining to it, mobilisation of human and other resources, revival
of sales and services, establishing supply chain and also on
account of current economic scenario. However, the management
considers the going concern assumption as appropriate in view of
certain service agreements with group companies and continued
financial and operational support from holding company; though
it may take longer duration than anticipated for the revival of
operations of the Company.

Significant time has been elapsed after cessation of the production
activity and in the absence of Board approved business plan
and scheme of revival, the impact on the financial results which
have been prepared by the management under going concern
assumption, cannot be ascertained.

Management response to statutory Auditors qualification /
comment on the Company’s financial statement.

During the period ended March 31, 2023, Company incurred a

loss of Rs. 1,574.80 Lakhs and the accumulated loss as at March
31, 2023 is Rs. 12,943.94 Lakhs. There was no production of
LED TVs from April, 2015 (except in August 2015) and of Air
Conditioners since June, 2015 in the absence of any orders. The
Company continues to receive financial and operational support
from Sharp Corporation, Japan, the majority shareholder and
holding company.

The support letter has been received as at 31st March 2023,
from Sharp Corporation, Japan for financial and operational
support until 31st March 2024. Sharp Corporation, Japan is a
group company of Hon Hai/Foxconn Group, one of the world’s
largest contract electronics manufacturer.

Based on this continued support from the holding company, and
the fact that the Company has entered into (i) Basic Services
Agreement with Sharp Corporation dated 3rd June 2021; (ii)
Service Agreement with Sharp Business Systems (India) Private
Limited dated 1st June 2021; and (iii) the Individual Contract for
Services No. 1 with Sharp Business Systems (India) Private Limited
dated 1st June 2021 for the revival of business operations, the
management is of the opinion that the Company will be able to
continue as a going concern.

Further, the management based on prima facie assessment, is of
the opinion that the values of the assets (except freehold land)
and liabilities disclosed in the financial statements are close to
their fair value and no material impact would possibly be there
on financial statements if actual exercise of fair valuation is
undertaken.

In accordance with the BASIC SERVICE AGREEMENT executed
between Sharp Corporation (SC) and the Company on 3rd June
2021, SC intend to expand the business scope of Smart Appliances
& Solutions Business Unit in India and expect the Company to
provide and the Company is willing to provide activities and
services relating to the following activities.

(1) to support to conduct a factory audit for any applicable
products

(2) to conduct a survey of local dealers, service providers and
users in India

(3) to analyze the competitive products and the cost thereof and
report such result

(4) to manufacture and provide the preproduction prototype of
the new products

(5) to support the mass-production of the new products

(6) other activities and services to cooperate business
development of Smart Appliances & Solutions Business Unit
of SC separately agreed upon by the Parties

The work on Individual Contract for Services No. 1 between Sharp
Business Systems (India) Private Limited and Sharp India Limited
dated 1st June 2021 has generated certain revenue during the
financial year ended March 31, 2023.

Further during the period 2021-22 Sharp Corporation, promoter and
holding Company has attempted to acquire public shareholding
and consequently voluntarily delist from stock exchange. The
resolution put up for shareholder approval through postal ballot
resolution was not carried out with requisite majority as declared
in its voting result 28th October 2021.

(2) OBSERVATIONS / COMMENTS IN SECRETARIAL AUDIT
REPORT.

1. Delay in submission of financial statements for

a) The quarter and year ended March 31, 2022 approved in
the Board Meeting dated November 23, 2022 and submitted
to the Stock Exchange on November 23, 2022 with a delay

of 177 days. The Company paid fine of Rs. 10,44,300/-
(Inclusive of GST @ 18%) imposed by BSE Ltd.

2. Delay in submission of financial results for

a) The quarter ended June 30, 2022 approved in the Board
Meeting dated December 03, 2022 and submitted to the Stock
Exchange on December 03, 2022 with a delay of 109 days.
The Company paid fine of Rs. 6,43,100/- (Inclusive of GST
@ 18%) imposed by BSE Ltd.

b) The quarter and half year ended September 30, 2022
approved in the Board Meeting dated December 22, 2022
and submitted to the Stock Exchange on December 22,
2022 with a delay of 38 days. The Company paid fine of
Rs. 2,24,200/- (Inclusive of GST @ 18%) imposed by BSE
Ltd.

3. The Company has given prior intimations of Board Meetings dated
November 23, 2022, December 03, 2022 and December 22,
2022 to stock exchange in which financial results were considered
on November 22, 2022, December 02, 2022 and December 21,
2022 respectively with a delay of 5 days each. Consequently,
the Company paid fine of Rs. 11,800/- (Inclusive of GST @18%)
each for Board meetings dated November 23, 2022, December
03, 2022 imposed by BSE Ltd and no communication received
for Board meeting dated December 22, 2022 from BSE Ltd.

4. The Company has not submitted the financial statements within
prescribed time as per Regulation 33 of SEBI LODR for two
consecutive quarters ended on March 2022 and June 2022.
Consequently, the script of the listed entity was shifted to “z”
category by BSE Limited for the period from October 25, 2022
to December 25, 2022. The script was moved out of ‘z’ category
with effect from December 26, 2022 upon filing of the financial
statements for both the quarters.

Management response to Secretarial Auditors observations
/ comments.

The observations made by the Secretarial Auditor are self¬
explanatory and do not call for any further clarification from the
Management as there had been delay in submission of financials
for the various quarters and would take necessary measures
to declare the financial results within prescribed time . Further,
the Company has paid all the necessary fine imposed by the
concerned authorities.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans, guarantees or has not
made any investments during the financial year 2022-2023 under
review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

During the financial year prior approval of the Audit Committee
was obtained for all the related party transactions entered into
by the Company for the financial year ended on 31st March
2023. A statement giving details of all related party transactions
entered pursuant to the approval so granted is placed before
the Audit Committee for their review on quarterly basis. The
policy on related party transactions as approved by the Board
of Directors has been displayed on the website of the Company:
www.sharpindialimited.com.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of transactions
with related parties are provided in Form AOC-2 which is annexed
as Annexure “C” to this report. Related Party disclosures as
per Ind AS 24 have been provided in Note 29 to the financial
statements.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Company’s affairs has been covered as a part of this
report under the financial results & Management Discussion and
Analysis.(MDA).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO
ANY RESERVES: Nil

17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD
BE PAID BY WAY OF DIVIDEND: Nil.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There are no Material changes and commitments, affecting the
financial position of the Company which have occurred between
the end of the financial year on 31st March, 2023 to which the
financial statements relate and the date of this report.

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

Conservation of Energy & Technology Absorption etc:

In line with the company’s policy towards conservation of energy
initiatives are planned and implemented across the company
and all units continue with their efforts aimed at improving
energy efficiency through various measures to reduce wastage
and optimize consumption. Your company continues with its
efforts aimed at improving the energy efficiency by adopting
various measures to conserve the energy and places very much
importance for the conservation of energy and is conscious about
its responsibility to conserve energy, power and other energy
sources. The Company is conscious about its responsibility towards
environment protection and it lays great emphasis towards a safe
and clean environment and continues to adhere to all regulatory
requirements and guidelines.

Your company strongly and religiously follows and practices the
3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources
and are safe for use.

b) Eco-positive Operation - Reduce adverse impact on
environment during Manufacturing processes.

c) Eco -positive Relationship. - Enhance corporate value during
involvement of Employees

Even though the nature of company’s operations is not energy¬
intensive, in line with the company’s commitment towards
conservation of energy, all departments in the company continue
with their efforts aimed at improving energy efficiency through
improved operational and maintenance practices. The steps taken
in this direction by your company are as given below: Making
constant efforts to reduce consumption of energy, light, oil, water
& fuel in following ways: (i)Reduction of energy consumption by
turning off lights, personal computers, fans and other electronic
equipments when not in use; (ii)Timely maintenance and up-
gradation of machinery & equipments;(iii)Plantation of trees in
the factory (v).Awareness programs towards optimum utilization
of natural resources at managerial as well as employee level;
(v) Timely repairs & maintenance of water taps in the factory.

Your company manufactures the products under the Technical
collaboration Agreement entered with Sharp Corporation Japan.
The technology provided by Sharp Corporation, Japan is being
absorbed and the company continues to utilize the same.

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to
section 134 of the Companies Act, 2013. Your company believes
that managing and mitigating the risk maximizes the returns. The
company has setup a Risk Management Committee duly approved
by the Board of Directors. Risk management comprises of all the
organizational rules and actions for early identification of risks in
the course of doing business and the management of such risks.
The Company identifies all strategic, operational & financial risks
by analyzing and assessing the operations of the company. The
details of risks identified along with measures adopted to control
the risks as and when required is placed before the Board &
Audit Committee for their evaluation & suggestions.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination &
Remuneration Committee, provisions of the Companies Act 2013 &
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the performance evaluation of the independent directors
was carried out by the entire board, excluding the Director being
evaluated and the performance of the non- independent directors
was carried out by the independent directors who also reviewed
the performance of the Board as a whole. The Board’s functioning
was evaluated on various aspects including structure of the Board,
and qualifications, experience of the directors being evaluated.
The evaluation of Committees was carried out by Board Members.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL
PERSONNEL:

Appointment and resignation during the year

During the year, Mr. Yoshihiro Hashimoto resigned as non -
executive Director of Company w.e.f 03rd March 2023. Mr. Masao
Terada was appointed as non - executive Additional Director of
Company w.e.f 03rd March 2023 and his office was regularized
as Director by postal ballot on 14th April 2023. Mr. Sunil Keshav
Sane, Chief Financial Officer And Chandranil Sudhir Belvalkar,
Company Secretary had resigned from their respective post w.e.f.
November 09, 2023

Directors proposed to be re-appointed at ensuing Annual
General Meeting

In accordance with the provisions of Companies Act, 2013 and
the Articles of Association of the Company, Mr. Naoki Hatayama
retire by rotation as Director of the Company and being eligible
he has offered himself for re-appointment.

Further Mr. Masahiko Nakagawasai is appointed as Managing
Director for the period of three years upto 15th November 2023.
Based on the recommendation of Nomination and Remuneration
Committee in its meeting dated 09th November 2023. It is proposed
re- appoint him for the further period of next three months from
16th November 2023 to 15th February 2024. The resolution for
re- appointment is placed for approval of members.

During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees for the purpose of attending
meetings of the Board/Committee of the Company.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE
OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be
subsidiaries, joint ventures and associate companies during the
year.

25. DEPOSITS:

The Company has not accepted any Deposits under Chapter V
of the Companies Act, 2013 during the year under review.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the
Secretarial Standards on Meetings of the Board of Directors (SS-
1) and Secretarial Standards on General Meetings (SS-2) with
effect from 1st October 2017. The Company is in compliance
with the revised secretarial standards.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the period no significant material orders have been passed
by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

28. REPORTING OF FRAUDS BY AUDITORS

During the reporting year, neither the statutory auditors nor the
secretarial auditor has reported to the audit committee, under
Section 143 (12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board’s
report.

29. INTERNAL FINANCIAL CONTROLS:

Company has appropriate and adequate internal financial control
systems in place considering the nature and size of the business.
These are regularly tested by Internal and statutory Auditors of
the company. The Internal Audit observations & the corrective/
follow-up actions are reported to the Audit Committee. The
controls were tested and no reportable material weaknesses.
The qualification given by the auditors is a case of judgment
and in our opinion does not affect the internal financial controls
system put in place by the Company. Further it does not have
any material impact on the financials of the company.

30. INFORMATION FORMING PART OF THE DIRECTORS REPORT
PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT,
2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

The relevant information required to be given under section 197(12)
of the Companies Act, 2013 and Rule no. 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed at ''Annexure - D'' to this Report.

31. COMPOSITION OF THE COMMITTEES

Composition of the Audit and other committees and other relevant
information has been given in the section ‘Corporate Governance’.

32. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a
formal vigil mechanism to the directors and employees to report
concerns about unethical behavior, actual or suspected fraud. The
Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee to report
the concerns. During the year under review your company has
not received any complaints, under the said mechanism. This
policy has been posted on the website of the company-
www.
sharpindialimited.com

33. FAMILIARIAZATION PROGRAM OF INDEPENDENT
DIRECTORS:

Familiarization programs are conducted for the independent
directors of the company to make them familiar with the company’s
policies, operations, business models etc. and the details about
the same are available on the website of the Company-www.
sharpindialimited.com.

34. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Company has zero tolerance for sexual harassment at the
workplace and in terms of the provisions of the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has formulated a policy to prevent
sexual harassment of women at the workplace. The policy aims
to provide protection to the women employees at the workplace
and prevent and redress the complaints of sexual harassment at
the workplace. Internal compliant committee has been setup for
redressal of complaints received regarding sexual harassment.
All employees are covered under the policy. Disclosure of cases/
status during the year under review Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a. Number of complaints filed during the financial year: Nil

b. Number of Complaints disposed off during financial year: Nil

c. Number of Complaints pending as on end of the financial
year: Nil.

35. ACKNOWLEDGEMENTS:

Your Directors express their gratitude for the valued and timely
support and guidance received from Sharp Corporation, Japan
and also wish to place on record their appreciation for the co¬
operation extended by the Bankers, Financial Institutions and
its valued investors. The Board also acknowledges the untiring
efforts and contribution made by the company’s employees.

For and on behalf of the Board of Directors

Masahiko Nakagawasai Bhumika Batra

Managing Director Director

DIN: 05274985 DIN: 03502004

Date: 27/11/2023 Date: 27/11/2023

Place: Pune Place: Pune


Mar 31, 2018

The Members,

The Directors have pleasure in presenting their Thirty Third Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2018.

1. FINANCIAL RESULTS Rs. In Lacs

Year ended

Year ended

March 31, 2018

March 31, 2017

INCOME

Sales and Services (Gross)

164.06

2,571.45

Less : Excise Duty & Service tax

(0.74)

(5.39)

Sales and Service income (Net)

163.32

2,566.06

Other Income

119.29

36.21

Total Income

282.61

2,602.27

EXPENDITURE

Manufacturing and other expenses

943.52

3,647.12

Depreciation

163.79

170.95

Financial expense

140.82

153.78

Total Expenses

1248.13

3,971.85

PROFIT BEFORE TAX

(965.52)

(1,369.58)

PROVISION FOR TAX

0.00

0.00

NET PROFIT /(LOSS) FOR THE YEAR

(965.52)

(1,369.58)

PROFIT AND LOSS ACCOUNT,

beginning of the year

(4,467.89)

(3,098.31)

PROFIT AND LOSS ACCOUNT,

end of the year,

(5,433.41)

(4,467.89)

2. PERFORMANCE & OPERATIONS :

Gross Revenue from operations during the year under review was Rs. 282.61Lacs. The net loss of the company for the fiscal year 2017- 2018 is Rs. 965.52 Lacs. There was no production of LED TVs since April 2015 (Except in the month of August 2015) and of Air conditioners since June 2015 in the absence of any orders. The company is being receiving financial support from its holding company for its day to day operation.

3. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report The Company is committed to achieving and adhering to the highest standards of Corporate governance and it constantly benchmark itself with best practices in this regards.

A report on corporate governance for financial year 2017-18 along with a certificate issued by the Company Secretary in whole time practice confirming compliance with the mandatory requirements as stipulated in chapter IV of the listing regulations, forms part of this report.

4. CERTIFICATES AND MARKS:

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

5. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial

6. AUDITORS:

i) Statutory Auditors:

The Board of Directors based on the recommendations of the Audit Committee in the meeting held on 9th August 2017, has appointed M/s Price Waterhouse, LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years from the conclusion of 32nd annual general meeting till the conclusion of 37th annual general meeting of the Company. The provision for ratification of appointment of statutory auditors is omitted under the Companies amendment Act 2017 notified on 7th May 2018. Hence it is proposed to ratify the appointment of M/s Price Waterhouse, LLP, and Chartered Accountants as Statutory Auditors of Company till the conclusion of 37th Annual General Meeting of the Company.

Members are requested to consider and approve the ratification of the appointment of statutory Auditors M/s Price Waterhouse, LLP. Chartered Accountants till the conclusion of 37th Annual General Meeting of the Company and authorise the Board to fix their Scope of Services and remuneration.

ii) Cost Auditors:

The Board of Directors have appointed M/s. Chandrashekhar. S. Adawadkar , Practicing Cost Accountant, as the Cost Auditor for the financial year ended on 31st March, 2018 upon recommendation of the Audit Committee .M/s. Chandrashekhar S Adawadkar, Cost Accountant will submit the cost audit report along with annexure to the Central Government ( Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your company.

The Board of Directors have appointed M/s. Chandrashekhar.S. Adawadkar & Co. Practicing Cost Accountant, to conduct the Cost Audit of the Company for the financial year ending on 31st March, 2019 upon recommendation of the Audit Committee . The Remuneration payable to the Cost Auditors for the financial year 2018-2019 requires ratification by the members of the Company. The same is put before the members of the company for their consideration and approval.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s. SVD & Associates , Practicing Company Secretaries as the ''Secretarial Auditors'' of the company for the financial year 2017-2018,

The Secretarial Audit Report given by M/s. SVD & Associates, Practicing Company Secretaries for the financial year 20172018 is annexed as Annexure - C.

7. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, as amended, the extract of the Annual Return in Form MGT 9, is provided as an ''Annexure -A'' to this report.

Corporate Governance

In terms of regulation 34 of SEBI LODR regulation 2015 the report on Corporate Governance along with the Certificate of Compliance forms part of this report.

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Four Board Meetings were convened on 15th May 2017,9th August 2017,11th November 2017 and 7th February 2018 and the gap between the said meeting did not exceed 120 days as prescribed under relevant provisions of Companies Act, 2013,the rules made thereunder and Listing regulations relating to Corporate Governance. The details of which are given in the Corporate Governance Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1) (c) and 134 (5) of the Companies Act, 2013, in respect of Directors'' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended on 31st March 2018 , the applicable accounting standards have been followed and that there are no material departures;

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

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

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

11. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, AND REMUNERATION INCLUDING CRETERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR :

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ''Annexure - B'' to this Report.

Criteria for Determining Qualifications, Positive Attributes & Independence of Director (Evaluation Criteria):

i. Qualifications of Director:

A director shall possess appropriate skills, experience and knowledge in one or more fields of engineering, finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Company''s business.

ii. Positive attributes of Directors:

A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the Company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

iii. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI Listing Regulations 2015 concerning independence of directors."

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QULIFICATION , RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE AUDITOR IN HIS REPORT (2) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT:

The Statutory Audit Report, Secretarial audit report and the Cost Audit Report for the financial year ended 31st March 2018 do not contain any comments qualifications, reservations, adverse remarks or disclaimer.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans, guarantees or has not made any investments during the financial year 2017-2018 under review.

14. RELATED PARTY TRANSACTIONS:

During the Financial year the Company has entered in to contracts or arrangements with the related parties in the ordinary course of business and on arm''s length basis. Prior approval of the Audit Committee was obtained for all the related party transactions entered into by the Company for the financial year ended on 31st March 2018. A statement giving details of all related party transactions entered pursuant to the approval so granted is placed before the Audit Committee for their review on quarterly basis. The policy on related party transactions as approved by the Board of Directors has been displayed on the website of the Company: www.sharpindialimited.com.

During the period under review, no material transactions were entered with the related parties, There were no material individual transactions with related parties accordingly AOC-2 is not applicable to Company.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Company''s affairs has been covered as a part of this report under the -financial results'' & Management Discussion and Analysis.(MDA).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO ANY RESERVES: Nil

17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND: Nil.

18. MATERIAL CHANGES AND COMMINTMENTS , IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THEN END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: NIL

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

Conservation of Energy & Technology Absorption etc.:

In line with the company''s policy towards conservation of energy initiatives are planned and implemented across the company and all units continue with their efforts aimed at improving energy efficiency through various measures to reduce wastage and optimize consumption. Your company continues with its efforts aimed at improving the energy efficiency by adopting various measures to conserve the energy and places very much importance for the conservation of energy and is conscious about its responsibility to conserve energy, power and other energy sources. The Company is conscious about its responsibility towards environment protection and it lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company strongly and religiously follows and practices the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco-positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energyintensive , in line with the company''s commitment towards conservation of energy, all departments in the company continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction by your company are as given below: Making constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers , fans and other electronic equipments when not in use; (ii)Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory..

Your company manufactures the products under the Technical collaboration Agreement entered with Sharp Corporation Japan. The technology provided by Sharp Corporation, Japan is being absorbed and the company continues to utilize the same.

Expenditure on Research & Development :

Amount Rs. Lacs

Capital

-

Recurring

34.21

Total

34.21

Total R&D Expenditure as a percentage of total sales turnover

20.85%

Foreign Exchange Earnings and Out go:

Amount Rs. Lacs

Foreign Exchange outgo

25.50

Foreign Exchange earning

96.78

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to section 134 of the Companies Act, 2013. Your company believes that managing and mitigating the risk maximizes the returns. The company has setup a Risk Management Committee duly approved by the Board of Directors. Risk management comprises of all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. The Committee identifies all strategic, operational & financial risks by analyzing and assessing the operations of the company. The company has laid down procedures for the risk reporting. The details of risks identified along with measures adopted to control the risks, is placed before the Board & Audit Committee quarterly for their evaluation & suggestions.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY: This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination & Remuneration Committee, provisions of the Companies Act 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,the performance evaluation of the independent directors was carried out by the entire board, excluding the Director being evaluated and the performance of the non-independent directors was carried out by the independent directors who also reviewed the performance of the Board as a whole. The Board''s functioning was evaluated on various aspects including structure of the Board, and qualifications, experience of the directors being evaluated.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Directors Appointed and Resigned:

Mr. Kozunori Ajikawa had resigned as Director of Company with effect from 14th July 2017. The Board places on record its sincere appreciation for valuable contribution during his tenure as Director.

Mr. Seiji Hayakawa was appointed as Additional Director of the Company with effect from 11th November 2017 and shall hold the office as Director till ensuing Annual General Meeting. A notice proposing the candidature for appointment as Director of Company under section 160 of the Companies Act, 2013 has been received from a member of Company. Mr Seiji Hayakawa is proposed to be appointed as non - executive Director of Company.

Appointment and Resignation of Key Managerial Person:

During the period, Mr. Mayuresh Vaze has resigned as Company secretary of the Company with effect from 30th September 2017. The Board places on record its appreciation for his service and assistance. Mr. Chandranil Belvalkar was appointed as Company Secretary with effect from 23rd October 2017. He is the member of institute of Company Secretaries of India and has eight years of service experience in Companies.

Director proposed to be re-appointed at the ensuing Annual General Meeting:

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company Mr. Masahiko Nakagawasai retire by rotation as Director of the Company and being eligible he has offered himself for re-appointment.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be subsidiaries, joint ventures and associate companies during the year.

25. DEPOSITS:

Your Company has not accepted any Fixed Deposits during the year under review.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards."

27. SIGNIFICANT AND MATERIAL ORDERS :

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

28. INTERNAL FINANCIAL CONTROLS :

The Company has appropriate and adequate internal financial control systems in place considering the nature and size of the business, These are regularly tested by Internal and statutory Auditors of the company. The Internal Audit observations & the corrective/ follow-up actions are reported to the Audit Committee.

29. INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL ) RULES, 2014 :

The relevant information required to be given under section 197(12) of the Companies Act, 2013 and Rule no. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at ''Annexure - D'' to this Report.

30. COMPOSITION OF THE AUDIT COMMITTEE ETC.:

Composition of the Audit Committee and other relevant information has been given in the section ''Corporate Governance''.

31. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism to the directors and employees to report concerns about unethical behavior, actual or suspected fraud., The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee to report the concerns.. During the year under review your company has not received any complaints, under the said mechanism. This policy has been posted on the website of the company- www.sharpindialimited.com

32. FAMILIARIAZATION PROGRAM OF INDEPENDENT DIRECTORS:

Familiarization programs are conducted for the independent directors of the company to make them familiar with the companies policies, operations, business models etc. and the details about the same are available on the website of the Company-www.sharpindialimited.com

33. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance for sexual harassment at the workplace and in terms of the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy to prevent sexual harassment of women at the workplace. The policy aims to provide protection to the women employees at the workplace and prevent and redress the complaints of sexual harassment at the workplace. During the year under review your company has not received any complaints of sexual harassment of women at the workplace and there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the cooperation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Date:l8th, August, 2018 Masahiko Nakagawasai Bhumika Batra

Place : Pune Managing Director Director

DIN : 05274985 DIN : 03502004


Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their Thirty First Report together with the Audited Financial Statement of Accounts for the year ended on March 31, 2016.

  1. 1. FINANCIAL RESULTS AND HIGHLIGHTS :

Rs. In Lacs

Year ended

Year ended

March 31, 2016

March 31, 2015

INCOME

Sales and Services (Gross)

3,258.76

21,800.75

Less : Excise Duty & Service tax

(240.86)

(2,896.98)

Sales and Service income (Net)

3,017.90

18,903.77

Other Income

28.49

24.57

3,046.39

18,928.34

EXPENDITURE

Manufacturing and other expenses

3,638.29

17,835.35

Depreciation

663.05

773.18

Financial expense

151.27

163.39

4,452.61

18,771.92

PROFIT BEFORE TAX

(1,406.22)

156.42

PROVISION FOR TAX

Wealth Tax

-

0.06

NET PROFIT /(LOSS) FOR THE YEAR

(1,406.22)

156.36

PROFIT AND LOSS ACCOUNT,

beginning of the year

(1,692.09)

(1,848.45)

PROFIT AND LOSS ACCOUNT,

end of the year,

(3,098.31)

(1,692.09)

2. PERFROMANCE & OPERATIONS :

Gross sales income during the year under review was Rs.3,258.76 Lacs, including Rs 537.00 lacs for re-export of / resale of LED components. The net loss of the company for the fiscal 2015- 2016 is Rs.1,406.22 Lacs. There was no production of LED TVs since April 2015 (Except in the month of August 2015) and of Air conditioners since June 2015.

3. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

4. CERTIFICATES AND MARKS:

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

5. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial

6. AUDITORS:

i) Statutory Auditors:

The members in their 29th Annual General Meeting held on 22nd September 2014 have appointed M/s. S R B C & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of 29th annual general Meeting up to the conclusion of 32nd annual general meeting of the Company for a period of three years. The Appointment of M/s. S R B C & Co, LLP, Chartered Accountants, as the Statutory Auditors of the Company will be placed for ratification by the shareholders as per the first proviso to Section 139 of the Companies Act, 2013. Members are requested to consider the ratification of the appointment of the Statutory Auditors and authorize the Board to fix their remuneration.

ii) Cost Auditors:

The Board of Directors have appointed M/s. Chandrasekhar.

S. Adawadkar & Co., Practicing Cost Accountant, as the Cost Auditor for the financial year 2015-16 which ended on 31st March, 2016 upon recommendation of the Audit Committee. M/s. Chandrashekhear S Adawadkar & Co., Cost Accountant will submit the cost audit report along with annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed from within specified time and at the same time forward a copy of such report to your company.

The Board of Directors have appointed M/s. Chandrashekhar

S Adawadkar & Co., Practicing Cost Accountant, to conduct the Cost Audit of the Company for the financial year ending on 31st March, 2017 upon recommendation of the Audit Committee. The Remuneration payable to the Cost Auditors for the financial year 2016-2017 requires ratification by the members of the Company. The same is put before the members of the company for their consideration and approval.

iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s. SVD & Associates, Practicing Company Secretaries as the ''Secretarial Auditors'' of the company for the financial year 2015-2016.

The Secretarial Audit Report given by M/s. SVD & Associates, Practicing Company Secretaries for the financial year 2015 2016 is annexed as Annexure-C.

7. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as ''Annexure-A'' to this Report.

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1) (c) and 134 (5) of the Companies Act, 2013, in respect of Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended on 31st March 2016, the applicable accounting standards have been followed and that there are no material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

11. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT, AND REMUNERATION INCLUDING CRETERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as ’Annexure - B’ to this Report.

Criteria for Determining Qualifications, Positive Attributes & Independence of Director (Evaluation Criteria):

i. Qualifications of Director:

A director shall possess appropriate skills, experience and knowledge in one or more fields of engineering, finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Company''s business.

ii. Positive attributes of Directors:

An director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the Company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

iii. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 concerning independence of directors."

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QULIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE (1) BY THE AUDITOR IN HIS REPORT (2) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT:

The Auditors'' Report and the Cost Audit Report for the financial year ended 31st March, 2016 do not contain any comments, qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors'' comments on Material Related Party Transactions with the holding company, Sharp Corporation, Japan, and Directors'' explanation thereto:

The approval of members of the Company is sought in the ensuing 31st Annual General Meeting for the material related party transactions entered into by the company during the financial year 2015-2016 with the holding company, Sharp Corporation, Japan. The Company has filed the revised quarterly Corporate Governance Compliance Report as on 31st March 2016 with BSE Limited and informed them the material related party transactions entered during the financial year 2015-2016.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans, guarantees or has not made any investments during the financial year 2015-2016 under review.

14. RELATED PARTY TRANSACTIONS:

During the Financial year the Company has entered in to contracts or arrangements with the related parties in the ordinary course of business and on arm''s length basis, except the re-export / sale of excess LED imported components which was not in the ordinary course of business. Prior approval of the Audit Committee was obtained for all the related party transactions entered into by the Company for the financial year ended on 31st March 2016. Member''s approval is sought for all the Material Related Party Transactions entered into by your company during the financial year 2015-2016. The policy on related party transactions as approved by the Board of Directors has been displayed on the website of the Company : www.sharpindialimited.com.

15. THE STATE OF THE AFFAIRS OF THE COMPANY:

State of Company''s affairs has been covered as a part of this report under the financial results & Management Discussion and Analysis. (MDA).

16. THE AMOUNT, IF ANY, WHICH, IT PROPOSES TO CARRY TO ANY RESERVES: Nil

17. THE AMOUNT, IF ANY, WHICH IT RECEOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND: Nil.

18. MATERIAL CHANGES AND COMMINTMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT : NIL

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

Conservation of Energy & Technology Absorption etc.:

In line with the company''s policy towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through various measures to reduce wastage and optimize consumption. Your company continues with its efforts aimed at improving the energy efficiency by adopting various measures. to conserve the energy and places very much importance for the conservation of energy and is conscious about its responsibility to conserve energy, power and other energy sources. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company strongly and religiously follows and practices the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energy intensive, in line with the company''s commitment towards conservation of energy, all departments in the company continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction by your company are as given below: Making constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i) Reduction of energy consumption by turning off lights, personal computers, fans and other electronic equipments when not in use; (ii) Timely maintenance and up-gradation of machinery & equipments;

(iii) Plantation of trees in the factory (v) Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

Your company manufactures the products under the Technical collaboration Agreement entered with Sharp Corporation Japan.The technology provided by Sharp Corporation, Japan is being absorbed and the company continues to utilize the same.

Expenditure on Research & Development :

Amount Rs. Lacs

Capital

-

Recurring

77.33

Total

77.33

Total R&D Expenditure as a percentage

of total sales turnover

02.563

Foreign Exchange Earnings and Out go:

Amount Rs. Lacs

Foreign Exchange outgo

184.02

Foreign Exchange earning

1,477.09

20. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy pursuant to section 134 of the Companies Act, 2013. Your company believes that managing and mitigating the risk maximizes the returns. The company has set up a Risk Management Committee duly approved by the Board of Directors. The Committee identifies all strategic, operational & financial risks by analyzing and assessing the operations of the company. The company has laid down procedures for the risk reporting. The details of risks identified along with measures adopted to control the risks, is placed before the Board & Audit Committee quarterly for their evaluation & suggestions.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY: This policy is not applicable to the Company at present.

22. MANNER OF ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

As per the policy and criteria laid down by the Nomination & Remuneration Committee, provisions of the Companies Act 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the performance evaluation of the independent directors was carried out by the entire board, excluding the Director being evaluated and the performance of the no independent directors was carried out by the independent directors who also reviewed the performance of the Board as a whole. The board also carried out an annual performance evaluation of its own and committees.

23. THE DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Mr. Sanjay Vaidya has resigned as the Director of the Company with effect from 26th May 2015. The Board places on record their sincere appreciation for the useful contribution made by Mr. Sanjay Vaidya during his tenure as a director of the Company

Mr. Masahiko Nakagawasai was re-appointed as the Chief Financial Officer of the Company for a period of three years with effect from 28th May 2015.

He was also re-appointed as an Executive Director of the Company for a period of three years w.e.f. 28th May 2015. He resigned as an Executive Director of the Company with effect from 14th August 2015. The Board places on record their sincere appreciation for the useful contribution made by him during his tenure as an Executive Director of the Company.

Mr. Sunil Kumar Sinha, has resigned as the Chairman & Director of the company with effect from 14th August 2015. The Board places on record its sincere appreciation and valuable contribution made by Mr. Sunil Kumar Sinha during his tenure as a Chairman & Director of the Company.

Mr. Kazunori Ajikawa was appointed as an additional director of the Company w.e.f 14th August 2015. He has been regularized as a Director of the Company in the 30th Annual General Meeting of the Company held on 30th September 2015.

Mr. Tomio Isogai was re-appointed as the Managing Director of the Company w.e.f 9th December 2015 for a period of three years. Members approval is required for the re-appointment of Mr. Tomio Isogai as the Managing Director of the Company for the aforesaid period. His re-appointment has been made under schedule- V of the Companies Act, 2013 and the rules made there under.

Directors proposed to be re-appointed at the ensuing Annual general Meeting :

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company Mr. Kazunori Ajikawa retire by rotation as a Director of the Company and being eligible he has offered himself for the reappointment.

24. THE NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no companies which have become/ceased to be subsidiaries, joint ventures and associate companies during the year.

25. DEPOSITS:

Your Company has not accepted any Fixed Deposits during the year under review.

26. SIGNIFICANT AND MATERIAL ORDERS :

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

27. INTERNAL FINANCIAL CONTROLS :

Considering the nature and size of the business, the company has in place adequate internal financial controls. These are regularly tested by Internal and statutory Auditors of the company. The Internal Audit observations & the corrective/ follow-up actions are reported to the Audit Committee.

28: INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE NO. 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

The relevant information required to be given under section

197(12) of the Companies Act, 2013 and Rule no. 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at ’Annexure - D’ to this Report.

29. COMPOSITION OF THE AUDIT COMMITTEE ETC.:

Composition of the Audit Committee and other relevant information has been given in the section ''Corporate Governance''.

30. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Vigil Mechanism/ Whistle Blower Policy adopted by the Company, provides for formal mechanism to the directors and employees to report concerns about unethical behavior, actual or suspected fraud. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee to report the concerns. During the year under review your company has not received any complaints, under the said mechanism. This policy has been posted on the website of the company- www.sharpindialimited.com

31. FAMILIARIAZATION PROGRAM OF INDEPENDENT DIRECTORS:

Familiarization programs are conducted for the independent directors of the company to make them familiar with the companies policies, operations, business models etc. and the details about the same are available on the website of the Company-www.sharpindialimited.com

32. POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance for sexual harassment at the workplace and in terms of the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy to prevent sexual harassment of women at the workplace. The policy aims to provide protection to the women employees at the workplace and prevent and redress the complaints of sexual harassment at the workplace. During the year under review your company has not received any complaints of sexual harassment of women at the workplace and there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the cooperation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Date:l 8thl August, 2016 Tomio Isogai Kazunori Ajikawa

Place : Pune Managing Director Director

DIN : 03426524 DIN : 01637592


Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty- Ninth Report together with the Audited Statement of Accounts for the year ended on March 31, 2014.

1. FINANCIAL RESULTS : Rs. In ''000'' Year Year ended ended March 31, 2014 March 31, 2013

INCOME

Sales and Services (Gross) 1,781,036 919,228

Less : Excise Duty & Service tax (238,152) (141,452)

Sales and Service income (Net) 1,542,884 777,776

Other Income 266 667

1,543,150 778,443

EXPENDITURE

Manufacturing and other expenses 1,446,136 740,623

Depreciation 55,789 49,181

Financial expense 13,508 1,678

1,515,433 791,482

PROFIT BEFORE TAX 27,717 (13,039)

PROVISION FOR TAX

Wealth Tax 14 5

NET PROFIT /(LOSS) FOR THE YEAR 27,703 (13,044)

PROFIT AND LOSS ACCOUNT,

beginning of the year (212,549) (199,505)

PROFIT AND LOSS ACCOUNT, end of the year, (184,846) (212,549)



2. OPERATIONS :

Gross sales income during the year under review was Rs. 1781.036 Million.

The net Profit of the company for the fiscal 2013- 2014 is Rs.27.703 Million. This was achieved mainly due to manufacture and sales of new product -Air Conditioners.

3. DIRECTORS :

In compliance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013,the appointment of Mr. Sanjay Vaidya, Mr. Sanjay Asher and Mr. Noriyuki Watanabe as Independent Directors is being placed before the Members in Annual General Meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013, and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment..

In accordance with the provisions of the section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sunil Kumar Sinha retire by rotation and being eligible he has offered him selves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. DIRECTORS'' RESPONSIBILITY STATEMENT :

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

i) that in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co, LLP, Chartered Accountants, Statutory Auditors, have expressed their unwillingness for their re- appointment as the Statutory Auditors of the Company. A special notice has been received from a member for appointment of M/s. S R B C & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of ensuing 29th Annual General Meeting up to the conclusion of the 32nd Annual General Meeting. M/s. S R B C & Co. LLP, Chartered Accountants have furnished required certificate of their eligibility & willingness for appointment as the statutory auditors of the company.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company places very much importance for the conservation of energy and is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. The company continued its efforts to improve its energy usage efficiency. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers , fans and other electronic equipments when not in use; (ii)Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

The in-house development of new models of LCD TVs & newly introduced Inverter type split Air conditioners (ACs) is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan is being absorbed and the company continues to utilize the same.

Benefits derived from R&D :

The efforts made by the company have helped in introducing new energy efficient inverter split Air Conditioners ( ACs) and derivative LCD TV & LED TV models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 8,986

Total 8,986

Total R&D Expenditure as a percentage of total sales turnover 0.58%

11. Cost Audit :

Mr. Chandrashekhar.S. Adawadkar , Practicing Cost Accountant, has been appointed to conduct the Cost Audit of the Company for the financial year ended on 31st March, 2014 as required under the Companies Act 1956, and the Rules made there under,. The due date for filing of the Cost Audit Report for the financial year which ended on 31st March 2014 is 27th September, 2014. The due date for filing cost audit report for the financial year ended on 31st March 2013 was 27th September 2013 and the Company has filed the Cost Audit Report with the Ministry of Corporate Affairs on 24th September 2013.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co- operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Pune, Tomio Isogai Masahiko Nakagawasai 6th August, 2014 Managing Director Executive Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty- Eighth Report together with the Audited Statement of Accounts for the year ended on March 31, 2013.

1. FINANCIAL RESULTS : Rs. In ‘000''

Year Year ended ended March 31, 2013 March 31, 2012

INCOME

Sales and Services (Gross) 919,228 969,107

Less : Excise Duty & Service Tax (141,452) (131,506)

Sales and Service income (Net) 777,776 837,601

Other Income 667 3,864

778,443 841,465

EXPENDITURE

Manufacturing and other expenses 740,623 815,053

Depreciation 49,181 21,982

Financial expense 1,678 9,470

791,482 846,505

PROFIT BEFORE TAX (13,039) (5,040)

PROVISION FOR TAX

Wealth tax 0,005 0,007

NET PROFIT / (LOSS) FOR THE YEAR (13,044) (5,047)

PROFIT AND LOSS ACCOUNT,

beginning of the year (199,505) (194,458)

PROFIT AND LOSS ACCOUNT,

end of the year, (212,549) (199,505)



2. OPERATIONS :

Gross sales income during the year under review was Rs. 919.228 Million.

The net loss of the company for the fiscal 2012- 2013 is Rs.13.044 Million. This was mainly due to additional depreciation on certain machinery, low LCD volume, pressure on prices / margins.

3. DIRECTORS :

Mr. Takashi Mikami resigned as the Managing Director as well as Director of the Company with effect from 28th November 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Takashi Mikami as the Managing Director of the Company.

Mr. Tomio Isogai was appointed as an additional director of the company with effect from 9th December 2012. He was also appointed as the Managing Director of the Company with effect from that date for a period of three years. He holds the office till the ensuing Annual General Meeting as he has been appointed as the additional director of the Company. A notice proposing appointment of Mr. Tomio Isogai under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. His appointment has been made under Schedule -XIII of the Companies Act, 1956. Members consent is sought for his appointment and remuneration payable to him during his tenure as the Managing Director of the Company.

Mr. Hiroaki Takayama resigned as a Director of the Company with effect from 7th November 2012 .The Board places on record their sincere appreciation for the useful contribution made by Mr. Hiroaki Takayama.

Mr. Noriyuki Watanabe was appointed as an additional director of the company with effect from 7th November 2012. He holds office till the ensuing Annual General Meeting as he has been appointed as the additional director of the Company . A notice proposing appointment of Mr. Noriyuki Watanabe under section 257 of the Companies Act, 1956 have been received from the member and included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. Sanjay Asher and Mr. Masahiko Nakagawasai retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. DIRECTORS'' RESPONSIBILITY STATEMENT :

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

i) that in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2013 on a `going concern'' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co, LLP, Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. LLP has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers , fans and other electronic equipments when not in use; (ii)Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

The in-house development of new models of TVs is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan has been fully absorbed and the company continues to utilize the same.

Benefits derived from R&D :

The efforts made by the company have helped in introducing derivative LCD TV & LED TV models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 6,533

Total 6,533

Total R&D Expenditure as a percentage of total sales turnover 0.71%

Foreign Exchange Earnings and Out go : Amount Rs.000

Foreign Exchange outgo 631,466

Foreign Exchange earning 22,410

11. Cost Audit :

Cost Audit has become applicable to your company from the financial year 2012- 2013 vide the notification dated 24th January 2012 issued by the Cost Audit Branch of the Ministry of Corporate Affairs. Mr. Chandrashekhar S. Adawadkar , Practicing Cost Accountant, Pune has been appointed as the ''Cost Auditor'' of your company for the financial year 2012-2013. The due date of filing cost audit report for the financial year ended on 31st March 2013 is 27th September 2013.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co- operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Pune, Tomio Isogai Masahiko Nakagawasai

29th July 2013 Managing Director Executive Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty- Seventh Report together with the Audited Statement of Accounts for the year ended on March 31, 2012.

1. FINANCIAL RESULTS : Rs. In 000

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

INCOME

Sales and Services (Gross) 969,107 1208,165

Less : Excise Duty & Service Tax (131,506) (89,863)

Sales and Service income (Net) 837,601 1118,302

Other Income 3,864 5,096

841,465 1123,398

EXPENDITURE

Manufacturing and other expenses 815,053 1093,009

Depreciation 21,982 16,451

Financial expense 9,470 5,756

846,505 1115,216

PROFIT/(LOSS) BEFORE TAX (5,040) 8,182

PROVISION FOR TAX

Wealth tax 0,007 0,013

NET PROFIT / (LOSS) FOR THE YEAR (5,047) 8,169

PROFIT AND LOSS ACCOUNT,

beginning of the year (194,458) (202,626)

PROFIT AND LOSS ACCOUNT

end of the year, (199,505) (194,458)

2. OPERATIONS :

Gross Sales income during the year under review was Rs. 969.107 mn. Effective from 1st April 2011, the company has shifted to a new business model wherein it has focused on its core strength of manufacturing. The products manufactured by the Company have been sold to Sharp Business Systems (India) Limited, (SBSIL) a 100% subsidiary company of Sharp Corporation, Japan. SBSIL will handle the after sales activity for all products manufactured by the Company. Due to the change in the business model, the results of the current financial year are not comparable with the results of the previous financial year.

The net loss of the company for the fiscal 2011- 2012 is Rs. 5.047 mn. This was mainly due to the adverse exchange rate

3. DIRECTORS :

Mr. Tadasu Sakamoto resigned as an Executive Director as well as Director of the Company with effect from 25th May 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Tadasu Sakamoto as an Executive Director.

Mr. Masahiko Nakagawasai was appointed as an additional director of the company with effect from 28th May 2012. He was also appointed as an Executive Director of the Company with effect from 28th May 2012 for a period of three years. He holds the office till the ensuing Annual General Meeting as he has been appointed as the additional director. A notice proposing appointment of Mr. Masahiko Nakagawasai under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. Members consent is also sought for his appointment and remuneration payable to him during his tenure as an Executive Director. His appointment and remuneration is also subject to the approval of the Central Government.

Mr. Tomio Isogai resigned as a Director of the Company with effect from 28th May 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Tomio Isogai

Mr. Sunil Kumar Sinha was appointed as an additional director of the company with effect from 28th May 2012.He was also appointed as an Executive Director of the Company with effect from 28th May 2012 for a period of three years. He was also appointed as the 'Chairman' of the board of directors of the Company. He holds the office till the ensuing Annual General Meeting as he has been appointed as an additional director. A notice proposing appointment of Mr. Sunil Kumar Sinha under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. His appointment has been made under Schedule -XIII of the Companies Act, 1956. Members consent is also sought for his appointment as an Executive Director of the Company.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. Hiroaki Takayama and Mr.Sanjay Vaidya retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co., Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company's operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways:

(i) Reduction of energy consumption by turning off lights, personal computers and other electronic equipments, when not in use;

(ii) Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (iv).Awareness programs towards optimum utilization of natural resources.

Your company has not imported any new technology during the year under review.

Benefits derived from R&D :

The efforts made by the company have helped in introducing derivative LCD models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 4,747

Total 4,747

Total R&D Expenditure as a percentage of total sales turnover 0.56%

Foreign Exchange Earnings and Out go : Amount Rs.000

Foreign Exchange outgo 739,210

Foreign Exchange earning 45,232

11. Delisting From Pune Stock Exchange Limited:

Your Company has been Delisted from Pune Stock Exchange Limited with effect from 1st March 2012 as per the SEBI (Delisting of Equity Shares)Regulations ,2009. Your company will continue to be listed on Bombay Stock Exchange Limited (BSE) which is having nation wide trading terminals.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company's employees.

For and on behalf of the Board of Directors

Pune, Takashi Mikami Masahiko Nakagawasai

7th August 2012 Managing Director Executive Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Twenty-Sixth Report together with the Audited Statement of Accounts for the year ended on March 31, 2011.

1. FINANCIAL RESULTS : Rs. In Million

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

INCOME

Sales and Services (Gross) 1206.028 1143.333

Less : Excise Duty & Service Tax (89.863) (73.702)

Sales and Service income (Net) 1116.165 1069.631

Other Income 6.859 10.630

1123.024 1080.261 EXPENDITURE

Manufacturing and other expenses 1092.635 1035.224

Depreciation 16.451 23.785

Financial expense 5.756 5.154

1114.842 1064.163

PROFIT BEFORE TAX 8.182 16.098

PROVISION FOR TAX

Wealth tax (0.013) (0.017)

NET PROFIT / (LOSS) FOR THE YEAR 8.169 16.081

PROFIT AND LOSS ACCOUNT, beginning of the year (202.626) (218.707)

PROFIT AND LOSS ACCOUNT

end of the year, (194.457) (202.626)

2. OPERATIONS :

Gross sales and service income during the year under review has marginally increased by 5.48%,over the previous year. This was mainly due to increase in sales of LCD Televisions, Refrigerators & Microwave Ovens.

During the current year under review,your company has made a profit of Rs.8.169 millions after tax.

Your company passed a special resolution on 22nd March 2011 through postal ballot for "Redefining the Role of Sharp India Limited: Focus on Manufacturing". Now as per the aforesaid resolution your company will focus on manufacturing of CTV & LCD and any other products which may be added in the future. Sharp Business Systems (India) Limited is entrusted with the sales, service and distribution of products manufactured by your company with effect from 1st April 2011.

3. DIRECTORS :

Mr. K. Ajikawa was re-appointed as a Managing Director of the company for a period of three years with effect from 12th August 2010. He resigned as a Managing Director as well as a director w.e.f 30th May 2011. The Board places on record their sincere appreciation for the useful contribution made by Mr. K. Ajikawa as the Managing Director.

Mr. Takashi Mikami was appointed as an additional director of the company with effect from 30th May 2011. He was also appointed as the Managing Director of the Company with effect from 30th May 2011 for a period of three years. He holds the office till the ensuing Annual General Meeting as he has been appointed as the

additional director. A notice proposing appointment of Mr. Takashi Mikami under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. Members consent is also sought for his appointment and remuneration payable to him during his tenure as the Managing Director. His appointment and remuneration is also subject to the approval of the Central Government.

Mr. Koji Domoto resigned as a director of the company with effect from 12th February 2011. The Board places on record their sincere appreciation for the useful contribution made by Mr. Koji Domoto.

Mr. Tomio Isogai was appointed as an additional director of the company with effect from 25th February 2011. He holds office till the ensuing Annual General Meeting as he has been appointed as an additional director. A notice proposing appointment of Mr. Tomio Isogai under section 257 of the Companies Act, 1956 have been received from the member and included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. S.S.Vaidya and Mr. Sanjay Asher retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors’ Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

. DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a ‘going concern’ basis.

6. AUDITORS :

M/s S. R. Batliboi & Co., Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS:

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during manufacturing processes

c) Eco-positive Relationship. - Enhance corporate value during involvement of employees

Even though the nature of company’s operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light oil, water & fuel. The eco friendly initiatives adopted by the company includes tree plantation, regular internal environmental audit, effective storage and disposal of hazardous waste as per statutory requirements and celebration of world environment day to increase awareness among the employees.

The in-house development of new models of Colour Televisions,and LCDs is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan has been fully absorbed and the company continues to utilize the same. Your company has not imported any new technology during the year under review.

Benefits derived from R&D :

The Research & Development initiatives taken by the company helped in introducing energy efficient products with superior technology. As stated above the products were designed keeping in view customer requirements.Such in-house efforts facilitate all round savings in costs as well.

- Development of new CTV and LCDmodels with innovative features & superior technology

- Cost saving and reduction

- Introduction of new LCD models.

Expenditure on R & D :

Capital Rs. Nil

Recurring Rs. 4,466,761

Total Rs.4,466,761

Total R&D Expenditure as a percentage of total sales turnover 0.400 %

Foreign Exchange Earnings and Out go :

Used : Rs. 756,764,921 (includes CIF value of Imports, Royalty, Traveling and Bills Negotiation charges)

Earnings: Rs.156,836.

11. Delisting From Pune Stock Exchange:

Your Company has passed a board resolution on 30.05.2011 for delisting the company’s equity shares from Pune Stock Exchange Limited as it is not mandatory to continue listing on one or more stock exchange(s), if company continues to be listed on any stock exchange having nationwide trading terminals. Besides that there are hardly any share transactions executed through Pune Stock Exchange Limited in last few years. Your company will continue to be listed on Bombay Stock Exchange Limited which is having nation wide trading terminals. An application will be made to Pune Stock Exchange Limited for getting the company delisted from Pune Stock Exchange Limited.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company’s employees.

For and on behalf of the Board of Directors

Pune, Takashi Mikami T. Sakamoto

May 30, 2011 Managing Director Executive Director


Mar 31, 2010

The Directors have pleasure in presenting their Twenty-Fifth Report together with the Audited Statement of Accounts for the year ended on March 31, 2010.

1. FINANCIAL RESULTS : Rs. In Million

Year Year ended ended March 31, 2010 March 31, 2009

INCOME

Sales and Services (Gross) 1142.884 1014.073

Less : Excise Duty & Service Tax (73.253) (98.959)

Sales and Service income (Net) 1069.631 915.114

Other Income 10.630 4.190

1080.261 919.304

EXPENDITURE

Manufacturing and other expenses 1035.224 887.435

Depreciation 23.785 18.660

Interest expense 5.154 10.953

1064.163 917.048

PROFIT BEFORE TAX 16.098 2.256

PROVISION FOR TAX

Wealth tax (0.017) (0.027)

Fringe Benefit Tax - (1.429)

NET PROFIT / (LOSS) FOR THE YEAR 16.081 0.800

PROFIT AND LOSS ACCOUNT,

beginning of the year (218.707) (219.507)

PROFIT AND LOSS ACCOUNT,

end of the year (202.626) (218.707)

2. OPERATIONS :

Gross sales and service income during the year under review has increased by 12.70%, over the previous year mainly due to increase in sales of Colour Televisions and LCDs. The Company has continued its efforts in inventory control, quick realization of the receivables which has resulted in reduction in interest cost.

During the current year under review ,your company has made a profit of Rs.16.08 millions after tax .

3. DIRECTORS :

Mr. K. Ajikawa - Managing Director of the company has been re-appointed for a period of three years with effect from 12th August, 2010. Members consent is sought for his re- appointment and remuneration payable to him during his tenure as the Managing Director.

Mr. K. Kawamata resigned as a director of the company with effect from 29th January, 2010. Mr. Noboru Fujimoto resigned as a director of the company with effect from 28th May, 2010. The Board places on record their sincere appreciation for the useful contribution made by Mr. K.Kawamata and Mr.Noboru Fujimoto.

Mr. Hiroaki Takayama was appointed as an additional director of the company with effect from 29th January, 2010. Mr. Koji Domoto was appointed as an additional director of the company with effect from 28th May, 2010. They hold office till the ensuing Annual General Meeting as they have been appointed as the additional directors. A notice proposing appointment of Mr. Hiroaki Takayama and Mr. Koji Domoto under section 257 of the Companies Act, 1956 have been received from the members and included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. S.S.Vaidya and Mr. Sanjay Asher retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2010 on a `going concern basis.

6. AUDITORS :

M/s S. R. Batliboi & Co., Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your company is conscious of its responsibility towards conservation of energy, power and environment and has taken the necessary steps to conserve the same. Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of employees.

Even though the nature of companys operations is not energy- intensive, your company make constant efforts to reduce consumption of energy, light, oil, water & fuel.

The in-house development of new models of Colour Televisions ,and LCDs is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan has been fully absorbed and the company continues to utilize the same. Your company has not imported any new technology during the year under review.

Benefits derived from R&D :

- Development of new CTV models with innovative features & superior technology

- Cost saving and reduction

- Introduction of new LCD models. Expenditure on R & D :

Capital Rs. Nil

Recurring Rs. 6,759,038

Total Rs. 6,759,038

Total R&D Expenditure as a percentage of total sales turnover 0.635 %

Foreign Exchange Earnings and Out go :

Used : Rs. 617,538,779 (includes CIF value of Imports, Royalty, Traveling and Bills Negotiation charges)

Earnings : Rs. 777,424



11. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the companys employees.

For and on behalf of the Board of Directors

Pune, K. Ajikawa T. Sakamoto August 2, 2010 Managing Director Executive Director

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