Directors Report of JCT Electronics Ltd.

Mar 31, 2015

Dear Members,

The directors present their report and audited accounts for the year ended 31st March, 2015

Financial Results & Operations Year ended Year ended 31.03.2015 31.03.2014

The key financial results of the company are as under : (Rs. in lacs)

Revenue from Operations and other income 572 5640

Earning before Interest, Depreciation & Tax (166) (2823)

Finance Cost 1592 1639

Depreciation 1506 1677

Exceptional Item 4000 -

Net Profit/(Loss) after tax for the year (7264) (6248)

In view of the accumulated losses, no dividend is recommended.

Your company was forced to suspend operations during the financial year 2014 -15 due to non availability of working capital and suppliers credit. With the banks not releasing need based LC limits as envisaged in the sanctioned scheme, import of glass parts being a critical and major input, could not be arranged. The company believes that being the only manufacturer of CPTs in India, there is a good chance to revive, if working capital support is made available as imports of CPTs from China are finding its way into India to feed the CPT based TV market. Further to meet the growing demand for flat panels, the company has been working on the option of converting one of its production lines to take up assembly of LCD/ LED modules which are presently being imported. However non availability of working capital is coming in the way of moving forward on this proposal also.

The rehabilitation scheme approved by the Board for Industrial & Financial Reconstruction (BIFR) is under implementation. With the consent of the secured lenders, the company had moved a modified debt restructuring seeking approval from BIFR for sale of some surplus assets and rescheduling the repayments besides other issues. While sanction for the sale of surplus assets was received, decision is awaited on the other issues. During the year under review, the company neither invited nor accepted any deposits. Further, there are no overdue deposits lying unpaid with the company.

Industry Scenario

Globally the CPT industry has been seeing declining volumes over the last few years. All major global players have already quit or are on the verge of quitting. The markets in India have also dropped due to shift in consumer preference for flat panel TVs. Availability of raw materials and components are restricted to only few suppliers now.

Directors

Mr. P K Ganguly who was an independent director on the Board passed away on 8th May, 2015. The Board expresses its condolences on his demise. The Board also placed on record its appreciation for his contributions during his tenure as a director on the Board.

Mr. K Jayabharath Reddy was elected as an Independent Director on the Board pursuant to provisions of the Companies Act, 2013 for a consecutive term of five years at the last AGM. Mr Reddy had declared that he meets the criteria as laid down in the Companies Act and the listing agreement .

During the financial year under review, four meetings of the Board of Directors were held, details of which are mentioned in the Report on Corporate Governance forming part of this report.

Composition of various Committees of the Board is provided in the Corporate Governance Report, which forms part of this Report. All the recommendations made by the Committees were accepted by the Board.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, your Directors state that:

1. In the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 2014-15 and of the loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts for the financial year ended March 31, 2015, on a going concern basis;

5. The Directors have duly laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Key Managerial Personnel

Mr Arjun Thapar ,Managing Director and Mr Gopal Krishnan , Company Secretary and Mr Samares Bandopadhyay , Head Accounts are the Key Managerial Personnel as per provisions of the Companies Act , 2013 .

Corporate Governance

Your company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governance as prescribed . The Report on Corporate Governance along with a certificate from the Auditors of the company regarding compliance is enclosed and forms part of the report.

Risk Management

The Company has identified risks associated with its line of business and is taking appropriate steps for its mitigation.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, are not applicable to the Company.

Related party transactions

Details of related party transactions have been disclosed in notes to the financial statements.

Environment

Your Company was awarded ISO 14000:2004 certification in recognition of its responsibility towards environment and society. Steps have been taken to meet the required norms & safeguards and to keep the environment pollution free. Greenbelt has been created in and around the factory and water conservation and recycling has been taken up on priority.

Particular of Employees

The company has no employee who is covered under the Companies (Appointment and Remuneration of Managerial Personnal) Rules, 2014

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Conservation of Energy :

Energy conservation measures taken:

* Conversion of hot water generator to run on Natural Gas.

* Reduction of power consumption by use of Turbo Ventilators in non air-conditioned areas to extract heat and also provide natural illumination.

* Reduction in air conditioning load by re-sizing of process areas.

* Reduction in water consumption through recycling of water and undertaking rain water harvesting.

Research & Development and Technology Absorption :

a) Research & Development -

i) Areas in which R&D carried out.

Development was carried out in the areas of import substitution, alternative raw materials, technology up gradation, process development and quality improvement.

ii) Benefits derived as a result of above activities.

Cost reduction achieved through improvement in design, import substitution, change in raw material, lower usage and better quality.

iii) Future plan of action.

Continue R&D work for further reducing costs.

iv) Expenditure on R&D.

No significant expenditure involved as these were carried out in house.

b) Technology absorption -

The company has developed capability to manufacture colour picture tubes and components like deflection yokes & electron guns. The technology for the ultra slim CPTs has also been absorbed.

Foreign Exchange Earnings and Outgo :

Foreign exchange outgo during the year - NIL

Foreign exchange earnings during the year - NIL

Industrial Relations

Your company continues to maintain harmonious and cordial relations with its workforce.

Auditors and Audit Reports

Statutory Auditors :

The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directors recommend their appointment for the next financial year. As per the provisions of the Companies Act, 2013, an audit firm functioning as auditor of the Company for ten years or more after the commencement of provisions of Section 139(2) of the Act, may be appointed in the Company for further period of three years from April 1,2014.

As regards the observations of the Auditors in their report, the relevant notes to the accounts i.e. nos. 26, 28 A(b), 29, 30 (d), 33(a) & 38 are self explanatory and therefore do not require any further comments.

Secretarial Auditors:

Pursuant to the provisions of the Companies Act, 2013, the Board had appointed Ms. Seema Sharma, Company Secretary in practice (PCS Registration No. 4397) to conduct the Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-I to this Report. The observations referred to therein have been explained in the notes to the accounts and do not require and further comments.

Cost Auditor :

In view of suspension of operations during the year as explained above no cost audit exercise was undertaken .

In terms of Section 134 of the Companies Act 2013 and provisions of the Listing Agreement, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Adequate internal control systems and procedures are in place to ensure compliance with internal policies & procedures and statutory regulations.

Extract of Annual Return

The information required under Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in form MGT-9 is annexed herewith marked as Annexure II to this Report.

Acknowledgement

The Board acknowledges the valuable support of various government agencies, financial institutions, banks, customers, suppliers, business associates, shareholders and employees and looks forward to their continued support.

On behalf of the Board

Place : New Delhi Arjun Thapar Dated : 30th May, 2015 Managing Director

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Mar 31, 2014

Dear Members,

The directors present their report and audited accounts for the year ended 31st March, 2014

Financial Results & Operations Year ended Year ended 31.03.2014 31.03.2013

The key financial results of the company are as under (Rs in lacs

Revenue from Operations and other income 6123 38924

Earning before Interest, Depreciation & Tax (2932) (1450)

Finance Cost 1639 2007

Depreciation 1677 1532

Net Profit/(Loss) for the year (6248) (4989)

In view of the accumulated losses, no dividend is recommended.

Your company faced lot of challenges during the financial year 2013-14. Non availability of working capital restricted our ability to overcome some of these challenges. Despite the local demand being 4~5 million tubes during the year and being the sole supplier in India, your company was forced to operate at less than rated capacity on many occasions. From the start of the second quarter the operation had to be forcibly curtailed on account of non availability of Glass Parts, one of the most important inputs as the only supplier in India not only cut down supplies but also did not extend credit on supplies as was being done earlier. Despite best efforts the company had no option but to temporarily suspend operations as it did not have enough working capital to import Glass Parts from suppliers abroad who were ready to supply but only on advance remittance/LC. The company believes that being the only manufacturer of CPTs in India, there is a good chance to revive, if working capital support is made available as imports of CPTs from China are finding its way into the Indian market to feed the CPT based TV market.

There was all round increase in prices of all major raw materials, power/fuel etc which impacted the bottom line. Major volatility in the forex markets also took its toll on the company''s finances. Radical steps were taken to reduce costs through process improvements, value engineering, rationalising manpower, reducing power consumption and improving productivity to partially offset increase in various input costs.

The rehabilitation scheme approved by The Board for Industrial & Financial Reconstruction (BIFR)is under implementation. With the consent of the secured lenders, the company moved a modified debt restructuring scheme before BIFR which is under their consideration.

During the year under review, the company neither invited nor accepted any deposits. Further, there are no overdue deposits lying unpaid with the company.

Adequate internal control systems and procedures are in place to ensure optimum utilization of resources, improve performance, compliance with internal policies & procedures and with statutory regulations.

Industry Scenario

Globally the CPT industry has seen declining volumes over the last few years. The markets in India have also dropped to around 4-5 million tubes per annum from the level of 10-12 million an year ago. The shift in demand preference for flat panel TVs in most markets over conventional CRT based TVs has seen volumes in the CPT segment coming down sharply. The markets for CPT based TVs in India are primarily in the rural and semi urban towns. Availability of raw materials and components is the biggest challenge as only few manufacturers are left.

The demand of CPTs globally seems to have plateaud for the present, but steep decline is expected in a some years as major global players have already quit or in the verge of quitting. In India these still shall be fairly poised.

Directors

Mr. M M Thapar vacated the office of director in terms of the provisions of the Companies Act, 2013. The appointment of Mr. K Jayabharath Reddy, who retires by rotation, is being taken up at the forthcoming annual general meeting, as he qualifies to become Independent Director on the Board in terms of the provisions of the Companies Act, 2013. Mr. P K Ganguly, director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

On the basis of compliance confirmation and subject to disclosures in the annual accounts, as also on the basis of discussion with the Statutory Auditors, your directors report:

- that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

- that the directors had 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 for the financial year ended 31st March, 2014 and of the loss of the company for the year under review.

- that 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 has been taken.

- that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governance as prescribed under the listing agreement with the Stock Exchanges. The Report on Corporate Governance along with a certificate from the Auditors of the company regarding compliance is enclosed and forms part of the report. Other Information

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the Annexure and forms part of this Report. The information required to be provided in terms of the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under forms part of this report. The same is not being sent alongwith this report to the members of the company in line with the provisions of the said Act and will be made available on request by any member of the company.

Environment

Your Company has been awarded ISO 14000:2004 certification in recognition of its responsibility towards environment and society. Steps have taken to upgrade its capability to meet the required norms and safeguards and to keep the environment pollution free. Significant initiatives have been taken to reduce the consumption of energy and shift to more eco-friendly fuels. Lot of greenery has been created in and around the factory. Water conservation and recycling has be in focus and has yielded good results Industrial Relations

Your company continues to maintain harmonious and cordial relations with its workforce.

Auditors

The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directors recommend their appointment for the next financial year.

As regards the observations of the Auditors in their report, notes nos. 28 A(b) & A(f), 29, 30 (c) & 33(a) to the accounts are self explanatory and do not require any further comments.

Cost Auditors

Audit of the cost accounting records has been made mandatory for our company. Your company has appointed M/s Balaji and Associates, Cost Accountants to conduct the cost audit exercise for the financial year ending 31st March, 2014.

Acknowledgement

The Board acknowledges the valuable support of various government agencies, financial institutions, banks, customers, suppliers, business associates, shareholders and employees and looks forward to their continued support.

On behalf of the Board

Place : New Delhi Arjun Thapar Dated : 28th May, 2014 Managing Director

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Mar 31, 2013

The directors present their report and audited accounts for the year ended 31st March, 2013

Financial Results & Operations Year ended Year ended

31.03.2013 31.03.2012

The key financial results of the company are as under: (Rs. in lacs)

Revenue from Operations and other income 38923 24099

Earning before Interest, Depreciation & Tax (1709) (2403)

Finance Cost 2007 2324

Depreciation 1531 1535

Net Profit/(Loss) after tax for the year (4984) (6262)

In view of the accumulated losses, no dividend is recommended.

The financial year 2012-13 was a difficult year for the company. Non availability of working capital restricted our ability to source critical raw material which was a major impediment in not being able to meet the targets for production. The company was forced to operate only one line and that too at less than rated capacity on some occasions. Despite the imposition of anti dumping duties, influx of tubes from abroad continued, which impacted margins as the company had to match the landed prices. Besides the increase in prices of all major raw materials, power/fuel also impacted the TP bottom line. Major emphasis was placed on reducing the power & fuel cost thru energy conservation, buying power thru trading to take advantage of lower prices and recycling water. Your company also took steps to reduce costs through process improvements, value engineering, rationalising manpower and improving productivity to partially offset increase in various input costs.

The market demand in FY 2013-14 is expected to be around 7 million tubes. The present market scenario may not be favorable for the CPT industry in India at large as anti dumping restrictions on CPT imports from China gets removed after June, 2013. There is a serious threat on that account as CPTs from China are likely to find their way in the rapidly shrinking Indian market.

The rehabilitation scheme approved by The Board for Industrial & Financial Reconstruction is under implementation, including the sale of various surplus assets, as approved by them.

During the year under review, the company neither invited nor accepted any deposits. Further, there are no overdue deposits lying unpaid with the company.

Directors

Nomination of Mr. Arun Ramanathan, as special director, was withdrawan by BIFR effective from 8th February, 2013.

Mr. P K Ganguly, director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

On the basis of compliance confirmation and subject to disclosures in the annual accounts, as also on the basis of discussion with the Statutory Auditors, your directors report:

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

ii) that the directors had 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 for the financial year ended 31st March, 2013 and of the loss of the company for the year under review.

iii) that 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 has been taken.

iv) that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governance as prescribed under the listing agreement with the Stock Exchanges. The Report on Corporate Governance along with a certificate from the Auditors of the company regarding compliance is enclosed and forms part of the report.

Other Information

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the Annexure and forms part of this Report.

The information required to be provided in terms of the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder forms part of this report. The same is not being sent alongwith this report in line with the provisions of Section 219(1 )(b)(iv) of the said Act and will be made available on request by any member of the company.

Environment

Your Company has been awarded ISO 14000:2004 certification in recognition of its responsibility towards environment and society. Steps have taken to upgrade its capability to meet the required norms and safeguards and to keep the environment pollution free. Significant initiatives have been taken to reduce the consumption of energy and shift to more eco-friendly fuels. Lot of greenery has been created in and around the factory.

Industrial Relations

Your company continues to maintain harmonious and cordial relations with its workforce.

Auditors

The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directors recommend their appointment for the next financial year.

As regards the observations of the Auditors in their report and the relevant notes to the accounts i.e. nos. 29 A(b) & (f), 30, 31 (c), 34(a) are self explanatory and therefore do not require any further comments.

Cost Auditors

In terms of circular issued by the Ministry of Corporate Affairs, effective from 1st April, 2012 audit of the cost accounting records has been made mandatory for our company. Accordingly, your company decided to appoint M/s Balaji and Associates, Cost Accountants to conduct the cost audit exercise for the financial year ending 31st March, 2013.

They were also appointed to submit the Cost Compliance report for the Financial Year ended 31st March, 2012 which has been filed with the Ministry of Company Affairs.

Acknowledgement

The Board acknowledges the valuable support of various Government Agencies, Financial Institutions, Banks, Customers, Suppliers, Business Associates, Shareholders and Employees and looks forward to their continued support.



On behalf of the Board

Place : New Delhi Arjun Thapar

Dated : 28th May, 2013 Managing Director

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Mar 31, 2012

The directors present their report and audited accounts for the year ended 31st March, 2012

Financial Results Year ended Year ended 31.03.2012 31.03.2011

The key financial results of the company are as under: (Rs. in lacs)

Revenue from Operations and other income 24099 51508

Earning before Interest, Depreciation & Tax (2403) 2283

Finance Cost 2324 2614

Depreciation 1535 1655

Net Profit/Loss) for the year (6262) (1986)

Net Profit/(Loss) after tax for the year (6262) (1986)

In view of the accumulated losses, no dividend is recommended.

Operations

The financial year 2011-12 was indeed a testing period for the company. Non availability of working capital restricted our ability to source critical raw material and was a major impediment in not being able to meet the targets for production & bottom line taken for the year. Need based LC limits as per the sanctioned scheme was not made available which resulted in the company operating only one line and running to less than its rated capacity till January, 2012. Thereafter, with the help of some supplier's credit, the company started running both lines and crossed 3 lac production per month. Despite the imposition of anti dumping duties, influx of tubes from abroad continued to pose a threat, which impacted margins as the company had to match the landed prices. The volatility seen in the foreign exchange markets during the year has also impacted the prices of inputs. Besides the upward movement in prices of all major raw materials and the power and fuel have also been impacted on account of increase in gas & fuel prices. All this has put our margins under pressure. Major focus is on reduction of power and utility costs by conserving energy, increasing own generation and recycling water. Your company has taken steps to reduce costs through process improvements, value engineering, rationalising manpower and improving productivity.

Your company had entered into a technical tie up with Samsung Corp. Korea during the year for transfer of technology for the Ultra Slim Tubes in view of the growing market for them. Work on absorption of technology for the 14th pin free ' ultra slim tubes was started during the last quarter of FY 2011-12. Changes have been carried out in the some of the equipments and processes and commercial production is expected during the FY 2012-13. Work on the 21st pin free ultra slim tubes has also started. With the market preference shifting to ultra slim tubes, we have geared up our facilities to take up production commercially.

Outlook

The market demand is expected to be around 10-12 million tubes in FY 2012-13 which should help the company run both lines to capacity in the months ahead. The present market scenario may not be favorable for the CPT industry at large but in India and in our case this is the ideal time to ramp up production as there is virtually no competition. The threat from Imports has since diminished with the weakening of the rupee as the landed cost of imports has shot up. Further, major exporters of tubes to India has since closed their plants. This is not only providing a great opportunity for the Indian market but export orders have also started to come.

Directors

Allahabad Bank have nominated Mr. Umesh Wamorkar, Sr. Vice President & Group Head - ARCIL, on the Board in place of Mrs. Neeta Mukerji with effect from 1 6th August, 2012 . Nomination of Mrs. Neeta Mukerji was withdrawn on 10th May, 2012.

Mr. M M Thapar, director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

Fixed Deposit

During the year under review, the company neither invited nor accepted any deposits. Further, there are no overdue deposits lying unpaid with the company.

Directors' Responsibility Statement

On the basis of compliance confirmation and subject to disclosures in the annual accounts, as also on the basis of discussion with the Statutory Auditors, your directors report:

- that in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

- that the directors had 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 for the financial year ended 31st March, 2012 and of the loss of the company for the year under review.

- that 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 has been taken.

- that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governance as prescribed under the listing agreement with the Stock Exchanges. The Report on Corporate Governance along with a certificate from the Auditors of the company regarding compliance is enclosed and forms part of the report.

Other Information

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the Annexure and forms part of this Report.

The information required to be provided in terms of the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder forms part of this report. The same is not being sent alongwith this report to the members of the company in line with the provisions of Section 219(1)(b)(iv) of the said Act and will be made available on request by any member of the company.

Environment

Your Company has been awarded ISO 14000:2004 certification in recognition of its responsibility towards environment and society. Steps have taken to upgrade its capability to meet the required norms and safeguards and to keep the environment pollution free. Significant initiatives have been taken to reduce the consumption of energy and shift to more eco-friendly fuels. Lot of greenery has been created in and around the factory.

Industrial Relations

Your company continues to maintain harmonious and cordial relations with its workforce.

Auditors

The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directors recommends their appointment for the next financial year.

As regards the observations of the Auditors in their report and the relevant notes to the accounts i.e. nos. 29(h), 30, 31 (c), 34(a) & (b) are self explanatory and therefore do not require any further comments.

Acknowledgement

The Board acknowledges the valuable support of various government agencies, financial institutions, banks, customers, suppliers, business associates, shareholders and employees and looks forward to their continued support.

On behalf of the Board

Arjun Thappar Mannaging Director

Place : New Delhi Dated : 16th August, 2012

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Mar 31, 2011

Dear Members,

The directors present their report and audited accounts for the year ended 31st March, 2011

Financial Results Year ended Year ended

The key financial results of the company are as under: 31.03.2011 31.03.2010

(Rs. in lacs)

Gross Sales including other income 51,263 52,811

Earning before Interest, Depreciation & Tax 2,368 2,876

Interest & Financing Charges 2,614 2,384

Depreciation 1,655 1,686

Expenses/depreciation relating to prior period 32 61

Net Profit/(Loss) for the year (1,933) (1,255)

Fringe Benefit Tax relating to prior period 53 -

Net Profit/(Loss) after tax for the year (1,986) (1,255)

In view of the accumulated losses, no dividend is recommended.

Operations

The financial year 2010-11 again witnessed demand for GPT based CTVs crossing the level of 18 million units inclusive of imports, which was marginally lower than the earlier financial year. Though the Industry has seen growth over the last few years on account of various factors, including the orders from Tamil Nadu Government, the local CPT industry suffered due to large scale imports from South East Asia.

Production during the financial year 2010-11 was 4.21 million CPTs as against 4.30 million in the previous financial year from its Vadodara unit, which only is in operation. Sales during the financial year 2010-11 was 4.31 million CPTs as compared to 4.23 million in the year before. But for the imports, the production and sales would have been higher than the previous year.

Outlook

World over the demand for CPTs is expected to decline, resulting in lot of capacities getting vacated. However, the Indian market is expected to remain steady in view of low penetration of TVs in the rural and semi urban areas, though the overall market for CRT based CTVs in India is expected to decline slowly as the LCD & LED technology based CTVs gain momentum. The company has created flexibility in its production lines to cater to the market requirements for various sizes. With the market preference shifting to ultra slim tubes, we have geared up our facilities to take up its production commercially.

Despite the imposition of anti dumping duties, influx of tubes from abroad continue to pose a threat to the local industry. The surge in imports impacted margins as the company had to match the landed prices, which despite the anti dumping duty, had fallen on account of the dollar depreciating. To offset the shrinking margins, your company has taken steps to reduce costs through process improvements, value engineering, rationalising manpower and improving productivity. Besides the upward movement in prices of all major raw materials, the supply of some critical inputs is now concentrated in the hands of few suppliers, which also makes us more vulnerable on the supply chain front. The power and fuel costs have also been impacted on account of increase in gas & fuel prices. Major focus is on reduction of power and utility costs by conserving energy, increasing own generation and recycling water.

Directors

Allahabad Bank have nominated Mrs. Neeta Mukerji, President & COO - Asset Reconstruction Company (India) Limited (ARCIL), on the Board in place of Mr. S K Kalra with effect from 9th February, 2011.

Mr. K Jayabharath Reddy, director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

On the basis of compliance confirmation and subject to disclosures in the annual accounts, as also on the basis of discussion with the Statutory Auditors, your directors report:

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

- that the directors had 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 for the financial year ended 31st March, 2011 and of the loss of the company for the year under review.

- that 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 has been taken.

- that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governance as prescribed under the listing agreement with the Stock Exchanges. The Report on Corporate Governance along with a certificate from the Auditors of the company regarding compliance is enclosed and forms part of the report.

Fixed Deposit

During the year under review, the company neither invited nor accepted any deposits. There are no overdue deposits lying unpaid with the company.

Other Information

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the Annexure and forms part of this Report. The information required to be provided in terms of the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under forms part of this report. The same is not being sent along with this report to the members of the company in line with the provisions of Section 219(1)(b)(iv) of the said Act and will be made available on request by any member of the company.

Environment

Your Company has been awarded ISO 14000 certification in recognition of its responsibility towards environment and society. The Company has been continuously upgrading its capability to meet the required norms and safeguards and to keep the environment pollution free. Lot of greenery has been created in and around the factory. Significant initiatives have been taken to reduce the consumption of energy and shift to more eco-friendly fuels.

Industrial Relations

Your company continues to maintain harmonious and cordial relations with its workforce.

Auditors

The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directors recommend their appointment for the next financial year.

As regards the observations of the Auditors in their report, the relevant notes to the accounts i.e. nos. 6(h), 7, 8(a) & (b) and 11(a) & (b) are self explanatory and therefore do not require any further comments.

Acknowledgement

The Board acknowledges the valuable support of various government agencies, financial institutions, banks, customers, suppliers, business associates, shareholders and employees and looks forward to their continued support.

On behalf of the Board

Place : New Delhi Arjun Thapar

Dated : 4th, August, 2011 Managing Director

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Mar 31, 2010

The directors present their report and audited accounts for the year ended 31st March, 2010

Financial Results Year ended Year ended

31.03.2010 31.03.2009 (Rupees in lacs)

Gross Sales including other income 52,954 44,451

Earning before Interest, Depreciation & Tax 2,876 (3,906)

Interest & Financing Charges 2,384 1,608

Depreciation 1,686 1,628

Expenses/depreciation relating to prior period 61 258

Net Profit/(Loss) for the year (1,255) (7,401)

Provision for Tax - -

Net Profit/(Loss) after tax (1,255) (7,401) In view of the accumulated losses, no dividend is recommended.

Operations

The financial year 2009-10 witnessed demand crossing the level of 18 million units inclusive of imports showing a growth of over 10% over the previous year. The Industry has seen sustained growth over the last couple of years on account of impressive growth in GDP, increased purchasing power in the hands of consumers more so in the tier 2 & 3 cities and also free distribution of TVs by the Tamil Nadu Government.

Production during the financial year 2009-10 was 4.30 million CPTs as against 3.45 million CPTs in the previous year. Sales during the financial year was also higher at 4.23 million CPTs as compared to 3.47 million CPTs the year before. Presently operations are continuing only at the Vadodara unit as the Mohali unit continues to be shut.

Your Directors are pleased to state that most of the stipulations of the rehabilitation scheme sanctioned by the Board for Industrial & Financial Reconstruction have been complied with, except for the sale of land at Mohali for which efforts are on to get necessary clearances.

Outlook

The current financial year is likely to see continued growth in demand on account of major sporting events like the just concluded soccer world cup, the common wealth games to be held in Delhi and big orders from Tamil Nadu Govt. which have significantly contributed to the growth in the domestic CTV Industry. Based on these projections, the production target taken for the financial year 2010-11 is around 5 million tubes.

The pure flat segment which had gained market share as against the conventional tubes will see a flat demand in the year ahead. With major TV players introducing ultra slim CRT based CTVs, the company is gearing up for launch of these tubes as it sees a sizable market coming up. After trials and sampling, it is proposed to commercially launch these tubes towards end of 2010. In the conventional segment, 20" tube is expected to hold on to its market share. The 14" tube is expected to see a dip in the market share, post completion of the order from Tamil Nadu Government. The company has enhanced its manufacturing capabilities by creating flexibility in its production lines to manufacture products of various sizes depending on market requirements.

With the imports continuing despite the imposition of anti dumping, the margins will continue to be under pressure. The upward movement in prices of all major raw materials is also putting pressing on the margins. With the supply of major materials now concentrated in the hands of few suppliers, there is constant threat of price increase. Efforts are being made through value engineering to keep the impact of the increase at the minimum level. In house Deflection Yokes and Electron Guns being very cost effective, enhancement of manufacturing capabilities of these vital components is being aggressively pursued. The power and fuel costs have also been impacted on account of increase in gas & fuel prices. Major focus is on reduction of power and utility costs by conserving energy, increasing own generation and recycling water.

Directors

The Board for Industrial & Financial Reconstruction have appointed Mr. Arun Ramanathan, former Finance Secretary to the Union Government, as a Special Director on the Board of the Company with effect from 30th June, 2010.

IFCI Limited (IFCI) has also recently nominated Mr. S V Venkatakrishnan on the Board with effect from 18th August, 2010.

Mr. P K Ganguly, director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

Directors Responsibility Statement

On the basis of compliance confirmation and subject to disclosures in the annual accounts, as also on the basis of discussion with the Statutory Auditors, your directors report:

- that in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

- that the directors had 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 for the financial year ended 31st March, 2010 and of the profit/loss of the company for this period.

- that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities has been taken.

- that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your company has complied with the provisions relating to Corporate Governance as prescribed under the listing agreement with the Stock Exchanges. The Report on Corporate Governance along with necessary certificates are enclosed and forms part of the report.

Fixed Deposit

During the year under review, the company has neither invited nor accepted any deposits. There are no overdue deposits lying unpaid with the company.

Other Information

The information required under section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in the Annexure and forms part of this Report.

The information required to be provided in terms of the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder forms part of this report. The same is not being sent alongwith this report to the members of the company in line with the provisions of Section 219(1)(b)(iv) of the said Act. These documents will be made available on request by any member of the Company.

Environment

Your Company recognizes its responsibility towards environment and society and in line with the same top priority has been accorded in continuously upgrading its capability to meet the required norms and safeguards. Significant initiatives have been taken to not only reduce the consumption of energy but also switch over to more eco-friendly fuels. Lot of greenery has been created in and around the factory to keep the environment pollution free.

Industrial Relations

Industrial relations remained satisfactory throughout the year. Great emphasis has been laid on educating and upgrading the skills of its human resources.

A fresh wage agreement with the workers at Vadodara unit, valid for two years, has recently been entered.

Auditors

The auditors Messrs V Sahai Tripathi & Co retire at the conclusion of the 33rd Annual General Meeting and being eligible have expressed their willingness to continue, if appointed. The Board of Directors recommend their appointment for the next financial year.

The observations of the Auditors in their report and the relevant notes to the accounts (Note 7, 8 & 11) are self explanatory and therefore do not require any further comments.

Acknowledgement

The Board acknowledges the valuable support of various government agencies, financial institutions, banks, customers, suppliers, business associates, shareholders and employees and looks forward to their continued support.

On behalf of the Board

Arjun Thapar Managing Director

Place : New Delhi Dated : 18th August, 2010