Home  »  Company  »  Sharp India  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sharp India Ltd.

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

Find IFSC