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Directors Report of Starlite Components Ltd.

Mar 31, 2015

To,

The Members of

STARLITE COMPONENTS LIMITED

The Directors have pleasure in presenting their Twenty Fourth Annual Report, together with the Financial Statements - Audited Accounts together with Audit Report of the Company for the year ended 31st March, 2015.

1. Financial Results -

(Amount in Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2014-15 2013-14 (9 months)

Gross Income 27,24,91,081 13,72,15,950

EBIDTA 1,53,87,300 (61,66,135)

Interest & finance expenses 1,09,51,645 23,50,640

Depreciation 39,31,724 11,60,674

Profit / (Loss) Before Tax 87,75,438 (96,77,449)

Less : Provision for Taxation

Less: Provision for Deferred Tax Liability (14,47,401) (85,39,684)

Profit / (Loss) after Tax 1,02,22,839 (11,37,765)

Add : Profit brought forward (16,07,71,045) (15,96,33,279)

Proposed Dividend - Equity - -

Proposed Dividend - Preference - -

Tax on Dividend - -

Profit carried forward (15,05,48,206) (16,07,71,045)

2. Dividend:

Directors do not recommend any Equity dividend at the Annual General Meeting.

3. Amount Proposed To Be Transferred To Reserves :

The Directors do not propose any transfer to Reserves.

4. Brief description of the Company's working during the year / State of Company's affair

In line with the commitment put forth by the management in previous annual report, the Company has shown remarkable growth of 52.06% in turnover and profit during the year and achieved a turnover of Rs. Rs.2707.75 lacs (against Rs. 1780.77 lacs in the previous year). Profit after tax has also improved to Rs.102.16 lacs during the year under consideration (previous year closed at a Loss Rs. 192.41 lacs). These figures clearly show that the steps taken by the company have worked and are reaping results. This comparison is made with the corresponding period of 12 months of previous year, though the previous Balance Sheet was drawn for a period of 9 months.

This result is due to some fundamentally correct strategic decision taken by the management revolving around improvement of bottom line by stopping loss making or low margin product categories & by hedging business and market risks over a larger basket of customers. This along with the effort but in by the entire team, the Company has managed to improve its over all position. The Company is now on the right path to achieve the challenging goals that it has set for the coming 5 years. The Company is also strongly focusing on further strengthening its presence in E-Commerce, OEM Customer base and Government projects, whichare beginning to give the Company consistent revenue & a more stability to its businessmodel.

The management also has plans of increasing the manufacturing capacity of LED products, in the coming year, to provide quality products and to cater to the strong demand of the market. Encouraged with the performance of previous year and seeing the growing potential of the LED market, the management feels even more confident & committed of achieving better top and bottom line during the next financial year.

During the first 6 months of the financial year, there was moderate improvement in the country's economic climate with GDP growth improving to 5.5%, Services sector continuing its strong growth trend, Agriculture also contributing with reasonable development and only IIP showing an erratic trend with a 1.5% growth. The change in Government in May'2014 raised high expectations that a strong government not constrained by coalition politics will usher in significant reforms that can accelerate growth. Globally, the sharp drop in crude oil prices helped contain inflation, the Indian Rupee, after a year of volatility in 2013-14, stabilized against the USD and improved against the Euro, with only the RBI continuing its conservative approach - reducing repo rates, though not to the expected levels.

Despite the positive environment, the revival of the investment cycle has not happened and economic growth remains subdued with industrial production remaining lackluster. The overall volatility has had a negative influence on consumer sentiment and demand.

Your Company aggressively pushed sales in the domestic market and successfully increased sales and achieved its sales revenues of Rs.2707.75 lacs with a growth of 52.06%, and also improved to Rs.102.16 lacs.

There is still optimism that the new government at the Centre will accelerate economic activity and RBI will ease interest rates once inflation is contained, thus favorably impacting the overall sentiment in the manufacturing sector. Domestic consumption remains a key growth engine for the Indian economy and with significant additions to the working age population; rising disposable incomes particularly in rural areas and the government revived spending on infrastructure and in the social sector to foster inclusive growth, will help India realize its long term development potential in a sustainable way. The Company, with a clear and dedicated focus, is investing in and building its R&D capabilities, developing product lines with better profit margins and streamlining its production processes to eliminate waste from operations.

5. Change In Nature Of Business, If Any -

No change has taken place during the year in the nature of Company's business.

6. Material Changes & Commitments Affecting The Financial Position Which Have Occurred Between Date Of Year End To The Date Of Report -

The authorized capital of the Company has been increased from Rs. 9 Crore to Rs. 18 Crore on 1st July 2015. Subsequently, the outstanding share warrants amounting to Rs. 7.20 Crore were converted into Equity shares on 6t hJuly 2015. Simultaneously, preferential allotment amounting to Rs. 90 lakhs was done to Promoters of the Company, making total paid up equity capital of Rs. 17.10 Crore This allotment was done as per the BIFR sanctioned scheme of rehabilitation dated 10th October 2013.

7. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future :

No such Orders were passed by Regulators, or Courts or Tribunals.

8. Details Of Adequacy Of Internal Financial Controls With Reference To The Financial Statements -

Company has well devised Internal control systems adopted by the Management to assist in achieving management's objective of ensuring the orderly and efficient conduct of its business, including, adherence to management policies, the safeguarding of assets, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The system of internal control is under continuing supervision by Management to determine that it is functioning as prescribed and is modified, as appropriate, for changes in conditions. Company endeavors to create the control environment with budgetary controls and an effective internal audit function.

Specific control procedures include -

- Control over movement of physical Assets, Goods & Services

- Control over timely Legal compliances & Compliance of Accounting standards

- Asset acquisitions & disposal

- Control over borrowings & liabilities

- Control over financial transactions.

- Comparing and analyzing the financial results with corresponding budgeted figures.

These controls are reviewed periodically & upgraded whenever necessary.

9. The Names Of Companies Which Have Become Or Ceased To Be Its Subsidiaries, Joint Ventures Or Associate Companies During The Year

Sr. no Name of Company CIN Type of Dt of joining association Cessation NIL

10. Report on the Performance of the Subsidiaries, Associate Companies and Joint Venture

The Company does not have any Subsidiaries, Associates or Joint Ventures.

11.Deposits

The Company has not accepted any Deposits during the year within the meaning of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Sr. no Particulars

1 Amount accepted during the year Nil

2 Amount remaining unclaimed or unpaid at the Nil end of year

3 Details of default in repayme or Nil interest theron during the year-

No. of such cases - Deposit Interest

At the beginning of year

Maximum during the year

At the end of year

Total amount involved - Deposit Interest

At the beginning of year

Maximum during the year

At the end of year

12. Auditors -

A. Statutory Auditors -

M/s. HMA & Associates, Chartered Accountants, appointed as the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, but, being eligible, offer themselves for reappointment till the conclusion of AGM to be held for the F.Y. 2019-20. In this connection, the Company has received the requisite certificate U/S. 139 (1) of the Companies Act, 2013.

B. Secretarial Auditors -

The Board has appointed Upendra C. Shukla, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure 1 to this Report.

C. Internal Auditors -

Pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Jain Chhajed & Associates (FRN 127911 W), Chartered Accountants, Nasik, as internal auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths of all areas.

The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to internal auditors is being sought at the ensuing AGM.

The steps taken or impact on conservation of energy:

- Installation of Energy Efficient LED Batten fittings for task lighting and LED High bay for General Lighting, Use of 36W x 4 T5 lamps for shop lights, Installation of LED street lights, Installation of LED low bays fittings etc.

- Installation of Variable Frequency Drives (VFD) for energy saving in Compressors.

- Use of Energy Efficient Pumps, Energy Efficient Compressed Air Nozzles.

- Every unit has set targets for paper, power and water consumption per employee which is monitored on a regular basis.

Use of motion sensors & timers for on-off control of lighting system.

- The Air Conditioners are kept at a moderate temperature and all the electrical equipments are turned off, whenever they are not required by the Office Staff.

The capital investment on energy conservation equipments:

Company has invested Rs. 15.71 Lakh for achieving these results.

B. Technology absorption-

There is a continuing programme to enhance its range of products & allied parts to meet the future needs of the evolving market by providing a strong proposition for its customers by providing multiple solutions for customer requirements.

The Company's in-house Research and Development teams during the year have continued to focus on developing products that were indigenous, intelligent and energy efficient. Continued R&D efforts of the past years put in developing Lamps and Lighting Products along with the electronics with higher efficiency & improved lumen output.

C. Foreign exchange earnings and Outgo-

Total foreign exchange outgo is Rs. 12.14 Crore & earning is Nil.

17 Directors & Key Managerial Personnel (KMP)-

a. None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 164 of the Companies Act, 2013.

b. Smt. Rochana Bharati - Director - retires by rotation at the forthcoming A.G.M. and being eligible, offers herself for re-appointment.

c. Following are the details of appointments / cessation of the Directors during the year -

Sr. no Name DIN Appointment / Remarks cessation Date

1 Mr. Vijay Tiwari – 02946693 14/02/2014 Additional Director Independent Director Regularized on 30/09/2014.

2 Mrs.Smita Patodkar- 06850370 14/02/2014 Additional Director Independent Director Regularized on 30/09/2014.

3 Mrs.Smita Patodkar - 06850370 13/11/2014 Resigned as Independent Director Independent Director

4 Mrs. Smita Patodkar- 06850370 14/11/2014 Additional Director to Director be regularized.

5 Mr. Shreekumar Menon - 00168680 14/11/2014 Additional Director to Independent Director be regularized.

13. Audit Reports :

A. Statutory Auditors Report - The observations made by the Auditors of the Company in their report are self-explanatory - except for observations regarding pending litigations. The explanations of the management on the comments of the auditors with respect to the pending litigations are as follows:

- Income Tax Demand raised for AY 2004-05 for Rs. 73,71,366/- : The Company has taken appropriate steps and filed an appeal with High Court Mumbai which is under process. Further, the Hon'ble BIFR has given relief for demand raised for AY 2004-05 vide their order dated 10th October, 2013. On these grounds the management is positive that relief would be granted by the High Court.

- Sales Tax Demand for Rs. 6,19,18,168/-: The Company has filed an appeal with the Appellate Authority for waiver of interest and penalty charged. Further, the Hon'ble BIFR has given relief for demand raised by Sales Tax Department vide their order dated 10th October, 2013. On these grounds the management is positive that relief would be granted by the Appellate Authority.

B. Secretarial Audit report- The observations made by the Secretarial Auditors of the Company in their report for the year ended 31st March, 2015 are self- except for observation regarding adequate systems & processes. The explanation of the management on the comments of the secretarial auditors is as follows:

- The management is in the process of strengthening the existing system and also has established the procedures to ensure proper compliances of applicable laws, rules, regulations and guidelines.

14. Share capital -

During the year, the Company has not issued any shares with differential rights, or sweat equity shares. Company has neither issued any employee stock options nor has provided money for purchase of its own shares by employees or by trustees for the benefit of employees.

15. Extract Of Annual Return -

As required, pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure 2

16. Conservation Of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of energy-

The Company has always been conscious of the need for conservation of energy and energy conservation measures have been implemented at all the plants and offices of the Company. Efforts for conservation of energy in all areas are made on a continuous basis highlighting areas for the same - maximizing use of daylight, using energy efficient lamps, arresting leakages in compressed air piping and electrical systems. With further efforts towards substitution of traditional sources of energy with renewable energy, measures for efficient usage of power and investment in additional equipment for saving of electricity. The illustrative measures taken towards energy conservation at Units are:

Following are the details of appointments of the KMP during the year -

Sr. no Name PAN / DIN Date of appointment

1 Mr. Deepak Joshi - CFO AGHPJ5917C 14th November 2014

18. Declaration Given By Independent Directors U/S 149(6)

A declaration by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed as Annexure 3.

19. Board Committees -

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company has constituted Audit committee, Nomination & Remuneration Committee, Stake holders' relationship committee & Risk management committee. The details of the committees & its terms of reference are set out in the Corporate Governance Report forming part of the Board's report.

20. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The policy for formal evaluation of Board's performance is as per Annexure 4.

21 Meetings of Board of Directors & Audit Committee Meetings -

During the year seven Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22 Vigil Mechanism :

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The details of Policy are as per Annexure 5.

23. Company's Policy Regarding Appointment, Remuneration, Independence, and Qualification etc. of Directors Where Nomination And Remuneration Committee Is Necessary -

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company has constituted Nomination & Remuneration Committee. The details of the committee & its terms of reference & Policy are set out in the Corporate Governance Report forming part of the Board's report.

24. Particulars Of Loans, Guarantees & Investments U/S 186 Details of Loans:

SL No Date of Details of Amount Purpose for making Borrower which the loan loan is to be utilized by the recipient

Nil

Date of making loan Time Date Date of Rate of Security period of BR SR (if Interest for reqd) which it is given

Nil

Details of Investments:-

SL Date of Details of Amount Purpose for which the No investment Investee proceeds from investment is proposed to be utilized by the recipient

1 09/06/95 Paragon 5,32,350 Capital for business. Plastics Ltd.

2 30/06/98 Starlite 92,00,000 Capital for business Lighting Ltd.

Date of investment Date of BR Date of Expected SR (if rate of reqd) return

09/06/95 09/06/95 12/05/95 Nil

30/06/98 06/05/98 12/05/95 Nil

Details of Guarantee / Security Provided:

SL Date of providing Details Amount Purpose for which No security/guarantee of the recipient security/guarantee is proposed to be utilized by the recipient

1 14/01/13 Ashoka 2,73,734 Performance Buildcon guarantee Ltd.

Date of providing security/guaranteed Date Date of Commission of BR SR (if any)

14/01/13 04/12/12 N.A Nil

25. Particulars Of Contracts & Arrangements With Related Parties U/S 188 (1) The details are as per Annexure 6.

26. Managerial Remuneration As Per Sec 197 (12)[Information under Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

a. Ratio of Directors' remuneration to median remuneration of employees –

Sr. no Name of Director Remuneration Median Ratio Remark p.a. remuneration p.a. (based on 12 months working)

1 Rochana Bharati Nil Nil Nil

2 Arvind Bharati - M.D. 7,20,000 1,84,417 3.90 Nil times

3 Vijay Tiwari Nil Nil

4 Smita Patodkar- 9,00,000 1,84,417 4.88 Nil Executive Director times

5 S. K. Menon Nil Nil

b. Percentage increase in remuneration of each Director & KMP -

Sr. Name Designation Remuneration Remuneration % no. 13-14 14-15 increase

1 Arvind Bharati M.D. 720,000 7,20,000 0

2 Smita Executive 0 9,00,000 100% Patodkar Director

3 Deepak Joshi CFO 0 5,74,059 100%

c. No. of permanent employees on the roll -

Company has 86 permanent employees of which 58 were employed throughout the year & remaining were employed for the part of the year.

d. Percentage increase in the median remuneration of employees -

Average Percentage increase in the median remuneration of employees compared to previous year is 16.12%.

e. Explanation on the relationship between average increase in remuneration of Directors, KMP & Employees vis a vis Company performance -

Average increase in remuneration of employees & KMP is guided by factors like economic growth, inflation, mandatory increases, external competitiveness and the need for talent retention. Remuneration is predominantly fixed in nature and attributable to employee's skills & experience and hence a perfect correlation with company performance cannot be achieved

f Comparison of remuneration of the KMP against the performance of the Company - The turnover of the Company in F.Y. 2013-14 was Rs. 1780.77 lakhs & in F.Y. 2014-15 was Rs. 2707.75 lakhs. i.e. rise of 52.06%. In view of the improved performance of the Company, the rise in average remuneration of the employees of 19.10% is justifiable. The Remuneration of KMP increased from 0.40% in 2013-14 to 0.48 % in 2014-15.

g. Variation in market capitalisation, price earnings ratio as at the closing date of the FY 2014-15 and FY 2013-14 and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer -

As the Company was in the process of listing its shares with BSE, and since the same was under process till April 2015, the shares were not been traded. Hence, no data is available for comparison.

h. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof for increase in managerial remuneration & Exceptional circumstances for increase in the managerial remuneration -

Average percentile increase in the remuneration of employees other than managerial remuneration was 27.31%. As compared to this, Average percentile increase in managerial remuneration was 54.59%. The reason being increase in no. of managerial persons in 2014-15 as compared to 2013-14.

i. Comparison of remuneration of each KMP against the performance of the Company-

Turnover of the Company for F.Y.2014-15 is Rs. 270775416/-

Sr. no Name Designation Remuneration Remuneration %

1 Arvind Bharati M.D. 7,20,000 0.27%

2 Deepak Joshi CFO 5,74,059 0.21%

j. The key parameters for any variable component of remuneration availed by the directors - No variable component is payable to Directors.

k. The ratio of remuneration of highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year -

There are no such employees getting remuneration in excess of highest paid Director. The remuneration is as per the remuneration policy of the Company.

27 Particulars Of Employees -

- Following Director-Employees hold more than 2% equity -

a. Arvind Bharati - M.D. - 14.83%

b. Rochana Bharati - Director - 4.86%

- Particulars pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

None of the employees is in receipt of remuneration exceeding Rs. 60 lakhs p.a. or Rs. 5 lakh p.m. if employed for part of the year.

- Particulars of employees drawing remuneration more than the remuneration drawn by the MD.

- Name - Mrs. Smita Patodkar

- Designation - Executive Director

- Remuneration received - Rs. 9,00,000/-

- Nature of employment - Permanent

- Qualification - B.A.

- Experience - 8 years in Administration & legal field.

- Date of commencement of employment - 14th November 2014.

- Age - 38 years

- Last employment held before joining the Company - none.

- Percentage of equity shares held - Nil

- Relation with existing Directors - None.

28. Development & Implementation of Risk Management Policy:

A statement on Risk Management Policy is given in Corporate Governance Report.

29. Corporate Governance and Certificate

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. A separate report on Corporate Governance is being published as a part of the Annual Report of the Company.

The Compliance certificate from the Auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the Corporate Governance Report.

30. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: -

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2015 and of the Profit of the Company for the year ended on 31st March, 2015;

III. Proper and sufficient care has been taken for the maintenance of the 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;

IV. The annual accounts have been prepared on going concern basis;

V. Internal financial controls had been laid down and that such internal financial controls are adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 -

The Company has constituted an Internal Complaints Committee (ICC) for organizing workshops and awareness programs at regular intervals for sensitizing employees on the issues and penal implications w.r.t. workplace sexual harassment. The ICC shall be responsible for prevention and redressal of complaints, if any. The ICC ensures timely submission of reports to the Board.

32. Listing Fees-

Your Company's shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

33. Acknowledgements:

The Directors greatly value the support and co-operation received during the year from the Company's Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Company's employees at all levels during the year under review.

Place: - Nasik

Date: - 31st August 2015. By order of the Board of Directors

sd/- sd/-

Arvind Bharati Smt. Rochana Bharati

(Managing Director) (Chairperson)

DIN- 00148830 DIN - 00163408


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twenty-Second Annual Report together with the audited statements of accounts for 9 months ended 31st March 2014.

THE COMPANIES ACT 2013 The Companies Act, 2013 made effective w.e.f September 2013, have introduced Uniform Financial Year, and all Companies are required to follow the same. Therefore your Company has adopted Uniform Financial Year, hence this report is prepared for the period of nine months. i.e. from 1st July, 2013 to 31st March, 2014.

Since this report pertains to financial year that commenced prior to 1 April 2014, the contents therein are governed by the relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with General Circular No.08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

FINANCIAL RESULTS

The financial results for the 9 months ended 31st March, 2014 are briefly stated below: (Rs in lacs) Particulars 2013-14 2012-13 (9 Months)

Sales and Other Income 1372.16 3778.77

Operating Profit (Before Interest, Depreciation and Tax) (61.66) (288.57)

Less: Interest and other financial charges 23.50 202.05

Depreciation 11.61 13.89

Profit before Tax (96.77) (487.19)

Less: Provision for Tax Provision for Deferred Tax 85.40 (24.93)

Profit after Tax/(Loss) (11.38) (512.12)

OPERATIONS

During the year, your company achieved a turnover of 1372.16 lacs including other income, which shows decline in the turnover as compared to the previous year, this decline is due to the decision of the management to stop procurement of loss making products. As a result of the same your Company has managed to improve the position of losses of the Company. Your Company has incurred a Loss after tax of 11.38 lacs during the year under consideration which shows substantial improvement over the previous year. Your Company is trying to achieve encouraging results by implementing its diversification plan into components of Compact Fluorescent Lamps, LED products & their fixtures, which are presently in great demand. After consolidation of the electronics business, seeing the scope & potential, your Company has already diversified into the manufacture & trading of LED, Halogen & Induction Lighting Products. Encouraged with the performance, the management feels even more confident & committed to achieve better profitability during the current year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Dr. Smt. Rochana Bharati, liable to retire by rotation in terms of section 152(6) of Companies Act, 2013 and, being eligible, offers herself for re- appointment.

Pursuant to Section 149(4) of the said Act, every listed company is required to appoint at least one third of its directors as Independent Directors. The Board already has half of its directors in the category of Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement.

Since Mr. Kannan Ranganathan has resigned from his Directorship from 6th February, 2014, to fillup the casual vacancy caused due to his resignation, Mr. Vijay Tiwari has been appointed as an Additional (Independent) Director.

To fillup the casual vacancy caused due to sad demise of Mr. G. K. Srikantan, Mrs. Smita Patodkar has been appointed as an Additional (Independent) Director.

STATUTORY DISCLOSURES

Information as per Section 217(1) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

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 that:

- In preparation of annual accounts, the applicable Accounting Standards have been followed and there was no material departure from the said standards.

- The accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs and of the loss incurred by the Company at the end of the year.

- Adequate accounting records as per the provisions of the Companies Act, 1956 have been maintained and proper and sufficient care has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts are prepared on Going Concern Basis

CORPORATE GOVERNANCE

Your Company is committed to achieving the standards of Corporate Governance and continues to lay a strong emphasis on transparency, accountability and integrity. A detailed separate report on Corporate Governance is provided in this Annual Report together with a certificate of Company''s Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange.

SEBI vide its Circular No.CIR/CFD/POLICY CELL/2/2014 dated 17 April 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1st October 2014. This Report therefore stands complied against the previous Clause 49 of the Listing Agreement.

BIFR

Hon''ble BIFR has approved the Sanctioned Scheme for rehabilitation of the Company vide their letter dated 10th October 2013. Following are the salient features of the Sanctioned Scheme -

1. Operating Agency - IDBI Bank Ltd.

2. Cut off date - 30th June 2013.

3. Induction of funds in Capital of the Company -

- Strategic Investor - M/s. Solarcopyer Ltd. Rs.420.00 lakhs

- Public Investor on Preferential allotment basis - Rs.300.00 lakhs

- Promoters - Rs.652.80 lakhs

4. Capital restructuring - The paid up capital of the Company which was Rs.843.00 lakhs has been reduced by 60%. Post reduction, the paid up capital is Rs. 337.20 lakhs. No. of shares are reduced from 84.30 lakhs shares of Rs. 10/- each to 33.72 lakhs shares of Rs. 10/- each.

5. According to the Sanctioned Scheme, the Company has allotted equity shares of Rs. 163.20 lacs to its promoters/associates, in the financial year 2013-2014.

6. According to the Sanctioned Scheme, the Company has issued 42,00,000 share warrants of Face value Rs. 10 each to the Strategic investor, and 30,00,000 share warrants of Rs. 10 each to its Public Investors; totalling to 72,00,000 share warrants of Rs. 10 each.

7. BIFR has also asked various Government departments to consider the reliefs demanded by the Company in the restructuring scheme.

8. The Company is in the process of implementation of Sanctioned Scheme as per the directions of Hon''ble BIFR.

AUDITORS

M/s. HMA & Associates, Chartered Accountants, appointed as the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting but are eligible for re-appointment.

Such re-appointment shall be made till the conclusion of Twenty-Eighth Annual General Meeting to be held in the financial year 2019-20 subject to ratification at every AGM as per the provisions of Section 139(2) of the Companies Act 2013.

In this connection, the Company has received the requisite certificate U/S. 224 (IB) of the Companies Act, 1956 [Corresponding to Section 139(1) of the Companies Act, 2013]

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

During the year under review, pursuant to the new legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 9th December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There were no cases reported during the year under review under the said Policy.

INDUSTRIAL RELATIONS

The relations with the employees of the Company have continued to remain cordial ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors.

Place: Nasik sd/- Date: 5th September,2014 (ARVIND BHARATI) Managing Director

Registered Office: 64-B-1, M.I.D.C. Area, Satpur, Nashik - 422007. Maharashtra CIN NO: L31200MH1991PLC063980


Jun 30, 2013

The Directors have pleasure in presenting the Twenty-Second Annual Report together with the audited statements of accounts for the year ended 30th June 2013.

FINANCIAL RESULTS

The financial results for the year ended 30th June 2013 are briefly stated below:

Particular 2012-13 2011-12

Sales and Other Income 3778.77 3071.82

Operating Profit (Before Interest, Depreciation and (288.57) (185.41) Tax)

Less: Interest and other financial charges 202.05 273.63

Depreciation 13.89 11.17

Profit before Tax (487.19) (470.21)

Less: Provision for Tax (24.93) 30.54

Provision for Deferred Tax

Profit after Tax/(Loss) (512.12) (439.65)

OPERATIONS

During the year, your company achieved a turnover of Rs. 3778.77 lacs including other income, which shows a very remarkable improvement over the previous year. This is as anticipated by your management & as per the hope expressed in the previous report. Your Company has incurred a Loss after tax of Rs. 512.12 lacs during the year under consideration. Your Company is trying to achieve encouraging results by implementing its diversification plan into components of Compact Fluorescent Lamps, LED products & their fixtures, which are presently in great demand. After consolidation of the electronics business, seeing the scope & potential, your Company has now diversified into the manufacture & trading of LED, Halogen & Induction Lighting Products. Encouraged with the performance, the management feels even more confident & committed to achieve better profitability during the current year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Mr. G. K. Srikantan, Director of the Company is retiring by rotation and, being eligible, has offered himself for reappointment. Members are requested to appoint the Director.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

STATUTORY DISCLOSURES

Information as per Section 217(1) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

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 that:

- In preparation of annual accounts, the applicable Accounting Standards have been followed and there was no material departure from the said standards.

- The accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs and of the loss incurred by the Company at the end of the year.

- Adequate accounting records as per the provisions of the Companies Act, 1956 have been maintained and proper and sufficient care has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts are prepared on Going Concern Basis.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with certificate of Company''s Statutory Auditors is annexed herewith.

BIFR

Hon''ble BIFR has approved the Sanctioned Scheme for rehabilitation of the Company vide their letter dated 10th October 2013 & received by us on 25th November 2013. Following are the salient features of the Scheme -

1. Operating Agency - IDBI

2. Cutoff date - 30th June 2013.

3. Induction of funds in Capital of the Company -

- Strategic Investor - M/s. Solarcopyer Ltd. Rs.420.00 lakhs

- Public Investor on Preferential allotment basis - Rs.300.00 lakhs

- Promoters - Rs.652.80 lakhs

4. Capital restructuring - Existing paid up capital of Rs.843.00 lakhs to be reduced by 60%. Post reduction, the paid up capital will be Rs. 337.20 lakhs. No. of shares will be reduced from 84.30 lakhs shares of Rs. 10/- each to 33.72 lakhs shares of Rs. 10/- each.

5. BIFR has also asked various Government departments to consider the reliefs demanded by the Company in the restructuring scheme.

COMMENTS ON THE OBSERVATIONS OF THE AUDITORS

1. The Board of Directors is in process of taking the necessary steps in order to appoint an internal auditor commensurate to the size & business of the company.

2. The Board of Directors is taking necessary steps to maintain the requisite cost records.

3. The company is in the process of taking the necessary steps to pay the pending statutory dues.

AUDITORS

The Auditors of the Company, M/s. HMA & Associates, Chartered Accountants, Pune retire at the ensuing Annual General Meeting. They are eligible and willing for reappointment. Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support of Company''s Bankers, Financial Institution, its suppliers and customers and all the members of staff and workers for their continued support and cooperation at all levels.

For and on behalf of the Board of Directors.

sd/-

Place: Nasik (ARVIND BHARATI)

Date: 5th December, 2013 Managing Director

Registered Office:

64-B-1, M.I.D.C. Area, Satpur,

Nasik-422 007.


Jun 30, 2012

To, The Members,

The Directors have pleasure in presenting the Twenty-First Annual Report together with the audited statements of accounts for the year ended 30th June 2012.

FINANCIAL RESULTS

The financial results for the year ended 30 June 2012 are briefly stated below:

(Rs. In lacs)

2011-12 2010-11

Sales and Other Income 3071.82 3110.19

Operating Profit (Before Interest, Depreciation and -168.09 -188.61 Tax)

Add: Exceptional Item (Waiver of Interest) 0.00 1143.83

Less: Interest and other financial charges 273.63 134.30

Depreciation 11.17 20.67

Profit before Tax -452.89 800.25

Less: Provision for Diminution in Value of -17.32 -17.32 Investments

Provision for Impairment Loss on Assets 00.00 -146.75

Provision for Deferred Tax Asset 30.55 0.00

Profit after Tax/(Loss) -439.66 636.18

*Figures of the previous periods / year have been regrouped and reclassified, wherever necessary to conform to the classi fication of the cur rent period.

OPERATIONS

The year 2011-12 has been a stable year for the Company as during the year, your Company achieved a turnover of Rs. 3071.82 lacs including other income. Your Company incurred a loss ofRs.439.66 lacs comprising mainly interest & financial charges, diminution in value of investment and depreciation. FY 2012 has been a year of lower growth for the domestic economy resulting primarily from high commodity and oil prices. After consolidation of the electronics business, and seeing the scope and potential, your Company had diversified into manufacture of LED, Halogen & Induction Lighting Products with the advanced technology and in house R&D. The management feels confident and committed to achieve higher turnover during the current year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance and Management Discussion & Analysis Report as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Dr. Smt. Rochana Bharati, Director of the Company, is retiring by rotation and, being eligible, has offered herself for reappointment. Members are requested to appoint the Director.

Mr. Kannan Ranganathan, Director of the Company is retiring by rotation and, being eligible, has offered himself for reappointment. Members are requested to appoint the Director.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

STATUTORY DISCLOSURES

Information as per Section 217(1) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

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 that:

- In preparation of annual accounts, the applicable Accounting Standards have been followed and there was no material departure from the said standards.

- The accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs and of the profit/loss of the Company at the end of the year.

- Adequate accounting records as per the provisions of the Companies Act, 1956 have been maintained and proper and sufficient care has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts are prepared on Going Concern Basis.

BIFR

As per the directions of Hon''ble BIFR, your Company has prepared a revised Draft Rehabilitation Scheme (DRS) and has submitted the same to the IDBI Limited, the operating agency for their consideration.

COMMENTS ON THE OBSERVATIONS OF THE AUDITORS

1. The Board of Directors have taken the necessary steps and appointed an internal auditor commensurate to the size & business of the Company.

2. The company has submitted a Draft Rehabilitation Scheme (DRS) with the Hon''ble BIFR. Once the same is approved, the company will take the necessary steps to pay the pending statutory dues.

AUDITORS

The Auditors of the Company, M/s. HMA 8t Associates, Chartered Accountants, Pune retire at the ensuing Annual General Meeting. They are eligible and willing for reappointment.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support of Company''s Bankers, Financial Institution, its suppliers and customers and all the members of staff and workers for their continued support and cooperation at all levels.

For and on behalf of the Board of Directors.

Place: Nasik. Sd/

Date: 30 August, 2012 (ARVIND BHARATI)

Managing Director

Registered Office:

64-B-l, M.I.D.C. Area, Satpur,

Nasik-422 007.


Jun 30, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report together with the audited statements of accounts for the year ended 30th June 2010.

FINANCIAL RESULTS

The financial results for the year ended 30th June 2010 are briefly stated below:

(Rs. In lacs)

2009-10 2008-09

Sales and Other Income 1953.36 1270.90

Operating Profit {Before Interest, Depreciation and Tax) 49.84 39.42

Less: Interest and other financial charges 183.60 106.27

Depreciation 15.95 15.70

Profit before Tax (149.71) (82.55)

Provision for Tax MAT/FBT 0.00 (0.17)

Provision for Deferred Tax Asset (Liability) 0.00 0.00

Provision for Diminution in Value of Investments (17.32) 0.00

Profit after Tax/(Loss) (167.03) (82.72)

OPERATIONS

During the year, the company achieved a turnover of Rs. 1953.36 lacs including other income, which shows a improvement over the previous year. The Company turned the corner and earned an operating profit of Rs. 49.84 lacs before interest, depreciation and tax. However, due to heavy interest burden the Company incurred a loss of Rs. 149.71 lacs during the year under consideration. Encouraged with the performance, your management feels even more confident and committed to repeat the performance and achieve still higher turnover during the current year. The Company could achieve these encouraging results due to its diversification plan into components of Compact Fluorescent Lamps, which are in great demand at present.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Smt. Rochana Bharati, Director of the Company is retiring by rotation and, being eligible, has offered herself for reappointment.

Members are requested to appoint the Director.

STATUTORY DISCLOSURES

Information as per Section 217(1) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

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 that:

- In preparation of annua! accounts, the applicable Accounting Standards have been followed and there was no material departure from the said standards.

- The accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs and of the profit/loss of the Company at the end of the year.

- Adequate accounting records as per the provisions of the Companies Act, 1956 have been maintained and proper and sufficient care has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts are prepared on Going Concern Basis.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with certificate of Companys Statutory Auditors is annexed herewith.

BIFR

Honble BIFR has declared the Company as sick and had appointed IDBI as the Operating Agency. Rehabilitation Scheme was submitted earlier, however as considerable time has been passed, the Honble BIFR asked to submit revised Rehabilitation Scheme which is under preparation and will be submitted within a short time.

LISTING FEES

The companys shares are listed on the Stock Exchanges at Mumbai, Pune, Ahmedabad and Coimbatore. The Stock Exchange - Mumbai has suspended trading in the shares of the company for failure to pay the listing fees in time. However, now the company is taking steps to restore the trading on the Exchange by making necessary submissions and compliances with the terms and conditions of the Listing Agreement. Procedure for de-listing of shares from other Stock Exchanges is also underway.

AUDITORS

The Auditors of the Company, M/s. Godse Joshi and Associates, Chartered Accountants, Pune have merged with another firm of Chartered Accountants during the year. Consequent to the reconstitution of the firm, the name has changed to M/s. HMA & Associates, Chartered Accountants. Accordingly, they have informed the company vide their letter dt. 30th June 2010 & the Board has filled up the casual vacancy by appointing M/s. HMA & Associates, Chartered Accountants vide Board resolution dt. 7th July 2010. M/s. HMA & Associates have informed their eligibility for reappointment. Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support of Companys Bankers, Financial Institution, its suppliers and customers and all the members of staff and workers for their continued support and cooperation at all levels.

For and on behalf of the Board of Directors.

Place: Nasik. Date: 16.11.2010 (ARVIND BHARATI) Managing Director.

Registered Office:

64-B, M.I.D.C. Area, Satpur, Nasik-422 007.


Jun 30, 2009

The Directors have pleasure in presenting the Eighteenth Annual Report together with the audited statements of accounts for the year ended 30th June 2009.

FINANCIAL RESULTS

The financial results for the year ended 30th June 2009 are briefly stated below:

(Rs.In lacs)

2008-09 2007-08

Sales and Other Income 1270.90 1189.97

Operating Profit (Before Interest, Depreciation and Tax) 39.42 27.39

Less: Interest and other financial charges 106.27 99.68

Depreciation 15.70 15.65

Profit before Tax (82.55) (87.94)

Provision for Tax MAT/FBT (0.17) (0.09)

Provision for Deferred Tax Asset (Liability) 0.00 0.00

Profit after Tax/(Loss) (82.72) (88.03)



OPERATIONS

During the year, the company achieved a turnover of Rs. 1270.90 lacs including other income, which shows a improvement over the previous year. The Company turned the corner and earned an operating profit of Rs. 39.42 lacs before interest, depreciation and tax. However, due to heavy interest burden the Company incurred a loss of Rs. 82.55 lacs during the year under consideration. Encouraged with the performance, your management feels even more confident and committed to repeat the performance and achieve still higher turnover during the current year. The Company could achieve these encouraging results due to its diversification plan into components of Compact Fluorescent Lamps, which are in great demand at present.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Mr. G.K. Srikantan, Director of the Company is retiring by rotation and, being eligible, has offered himself for reappointment. Members are requested to appoint the Director.

STATUTORY DISCLOSURES

Information as per Section 217(1) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this report.

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 that:

- In preparation of annual accounts, the applicable Accounting Standards have been followed and there was no material departure from the said standards.

- The accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs and of the profit/loss of the Company at the end of the year.

- Adequate accounting records as per the provisions of the Companies Act, 1956 have been maintained and proper and sufficient care has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts are prepared on Going Concern Basis.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with certificate of Companys Statutory Auditors is annexed herewith.

BIFR

Honble BIFR has declared the Company as sick and appointed IDBI as the Operating Agency. Rehabilitation Scheme is under preparation and will be submitted within a short time.

LISTING FEES

The companys shares are listed on the Stock Exchanges at Mumbai, Pune, Ahmedabad and Coimbatore. The Stock Exchange -Mumbai has suspended trading in the shares of the company for failure to pay the listing fees in time. However, now the company is taking steps to restore the trading on the Exchange by making necessary submissions and compliances with the terms and conditions of the Listing Agreement. Procedure for de-listing of shares from other Stock Exchanges is also underway.

AUDITORS

The Auditors of the Company, M/s. Godse Joshi and Associates, Chartered Accountants, Pune retire at the ensuing Annual General Meeting. They are eligible for reappointment. Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support of Companys Bankers, Financial Institution, its suppliers and customers and all the members of staff and workers for their continued support and cooperation at all levels.



For and on behalf of the Board of Directors.

Place: Nasik.

Date: 03.12.2009 (ARVIND BHARATI)

Managing Director.

Registered Office:

64-B, M.I.D.C. Area, Satpur,

Nasik-422 007.



 
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