state bank of india. - euro multivision ltd · mr.sanjay nandu independent director (w.e.f. august...

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BANKERS/INSTITUTIONS

The Cosmos Co-op. Bank Ltd.State Bank of India.

REGISTRARS & SHARE TRANSFER AGENTS

Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound,L. B.S. Marg, Bhandup (West),Mumbai - 400078

PLANT LOCATIONS

OPTICAL DISC UNIT

Survey No. 508 & 509, Village Sikhara,Bhachau Dudhai Road,Bhachau (Kutch),Gujarat – 370140

SOLAR PHOTOVOLTAIC CELLS UNIT

Survey No. 492,504, 505(1), 505(2), 506,Village Sikhara,Bhachau Dudhai Road,Bhachau (Kutch),Gujarat – 370140

EURO MULTIVISION LIMITED Annual Report 2014-2015

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Raja Babu Kalla Executive Director

Mr. Anish Shah Independent Director(W.e.f. July 27, 2013)

Mr.Hansraj Gala Independent Director(W.e.f. August 14, 2014)

Mr.Sanjay Nandu Independent Director(W.e.f. August 14, 2014)

Mrs. Forum D Shah Director(W.e.f March 24, 2015)

Mr. Chandresh Shah Independent Director(Upto August 14, 2014)

Mr. Pravin Vira Independent Director(Upto August 14, 2014)

CHIEF FINANCE OFFICER

Mr.Hitesh Shah (W.e.f. August 14, 2014)

COMPLIANCE OFFICER

Mr. Sunil Nemani

AUDITORS

M/s.Deepak Maru & Co.Chartered Accountants, 701, 7th Floor, Topiwala Centre,Goregaon (West), Mumbai 400062

REGISTERED OFFICE

F12, Ground Floor, Sangam Arcade,Vallabhbhai Road,Vile Parle (West),Mumbai – 400056Tel:022-4036 4036Fax:022-4036 4037Email: [email protected]: www.euromultivision.com

Corporate Information

Notice

Directors’ Report

Corporate Governance Report

Declaration on Compliance with Code of Conduct

Management Discussion and Analysis

Auditors’ Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Significant Accounting Policies and Notes on Accounts

CONTENTS

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Attendance Slip and Proxy Form

Auditors Certificate on Corporate Governance

thNOTICE is hereby given that the 11 Annual General Meeting of the members of Euro Multivision Limited will be thheld on Tuesday, the 29 Day of September 2015 at 12.00 p.m. at Gomantak Seva Sangh, 72/A Mahant Road

Extension, Vile Parle (East), Mumbai 400 057 to transact the following businesses:

ORDINARY BUSINESS:st1. To receive, consider and adopt the Audited Balance Sheet as at 31 March 2015 and the Statement of Profit

and Loss for the year ended on that date and the Reports of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajababu Kalla (DIN: 00346283), who retires by rotation and being eligible, offers himself for re-appointment.

3. Ratification of appointment of Statutory Auditors:

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), as Statutory Auditors of the

th Company from conclusion of 10th Annual General Meeting till the conclusion of the 15 Annual General stMeeting for the financial year ending 31 March, 2019 be and is hereby ratified and the Board of Directors of

the Company be and is hereby authorised to fix the Auditor's remuneration payable for the financial year stending 31 March, 2016 in consultation with the auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT Mrs. Forum Shah (DIN : 00221648), who was appointed as an Additional Director of the thCompany w.e.f. 24 March, 2015 pursuant to the provisions of Section 161(1) read with Schedule V and other

applicable provisions of Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the Articles of Association of the Company and in respect of whom the Company has received a notice in writing along with requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying his intention to propose her candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company pursuant to the provisions of Section 152 of the Companies Act, 2013, who shall be liable to retire by rotation.”

Place : MumbaiDate : August 14, 2015

Registered Office:F12, Ground Floor,Sangam Arcade, Vallabhbhai Road,Vile Parle (West), Mumbai 400 056


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NOTICE

EURO MULTIVISION LIMITED(CIN: L32300MH2004PLC145995)

Registered Office: F12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai 400 056Phone: +91-22-4036 4036; E-mail: [email protected], Website: www.euromultivision.com;

By Order of the Board of DirectorsFor Euro Multivision Limited

Rajababu KallaWhole-Time Director


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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE, IN CASE OF POLL ONLY, ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES, IN ORDER TO BE VALID, SHOULD BE DULY COMPLETED, STAMPED AND SIGNED AND MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Further, a person can act on behalf of member or members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights provided that a member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder.

2. Members / Proxies are requested to bring duly filled in Attendance slip along with the Annual Report at the Annual General Meeting. Corporate members are requested to send duly certified copy of the Board Resolution pursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote at the Annual General Meeting.

3. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of special business is annexed hereto and forms part of this Notice.

4. Brief resume of Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting in terms of Clause 49 of the Listing Agreement is annexed to the Notice. The Company is in receipt of relevant disclosures / consents from the Directors pertaining to their appointment / re-appointment.

5. The Register of Directors' and Key Managerial Personnel and their Shareholding maintained under Section 170 and the Register of Contracts or Arrangement in which Directors are interested under Section 189 of the Companies Act, 2013 are open for inspection at the Registered Office of the Company during the office hours on all working days, between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting and will be open for inspection during the Annual General Meeting also.

6. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandates to the Company / Registrar and Share Transfer Agents quoting their Folio Number and Bank Account Details along with self-attested documentary proofs. Members holding shares in the electronic form may update such details with their respective Depository Participants.

7. In case of joint holders attending the meeting, the joint holder with highest, in order of names will be entitled to vote.

8. Members are requested to send to the Company their queries, if any, on accounts and operations of the Company at least 10 days before the Meeting to enable the Company to provide the required information.

9. Members having multiple folios in identical names or in joint names in the same order are requested to send the share certificate(s) to the Company's Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited for consolidation of all such shareholding into one folio to facilitate better services.

rd10. Register of Members and Share Transfer Books of the Company will remain closed from 23 September, th2015, to 29 September, 2015 (both days inclusive).

11. Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made there under, permits Nomination by the members of the Company in the prescribed Form SH-13. Members are requested to avail this facility.

12. Members are requested to quote their Ledger Folio Number / DP ID / Client ID in all their future correspondence with the Company.

13. Members are requested to bring their original photo ID (like PAN Card, Aadhar Card, Voting Card, etc, having photo identity) while attending the meeting.

14. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore requested to submit their respective PAN details to their respective Depository Participants with whom they have their demat account(s). Members holding shares in physical form can submit their PAN details to the Registrars & Share Transfer Agents of the Company – M/s. Link Intime India Private Limited.


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15. Non Resident Indian members are requested to inform the Company's Registrar & Share Transfer Agents, immediately of any change in their residential status on return to India for permanent settlement, their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code, if the details are not furnished earlier.

16. To comply with the provision of Section 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014, the Company shall be required to update its database by incorporating members' designated e-mail ID in its records.

You are thus requested to kindly submit your e-mail ID vide the e-mail updation form attached in this Annual Report. The same could be done by filling up and signing at the appropriate place in the said form and by returning this letter by post.

The e-mail ID provided shall be updated subject to successful verification of your signatures as per record available with the RTA of the Company.

th17. The notice of 11 Annual General Meeting and instructions for remote e-voting, along with the attendance Slip and Proxy Form, are being sent by electronic mode to all members whose email addresses are registered with the company/Depository Participants unless a member has requested for hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by courier.

18. Voting through electronic means:

The Company has provided 'remote e-voting' (e-voting from a place other than venue of the AGM) facility through Central Depository Services Limited (CDSL) as an alternative, for all members of the company to

thenable them to cast their votes electronically, on the resolutions mentioned in the notice of the 11 Annual thGeneral Meeting of the Company, dated 14 August, 2015 (the AGM Notice).

The facility for voting, either through ballot / polling paper shall also be made available at the venue of the th11 Annual General Meeting. The members attending the meeting, who have not already cast their vote

through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM. In case members have cast their vote through both the modes, voting done by remote e-voting shall be considered and votes cast through polling papers shall be treated as invalid.

The Company has appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as the Scrutinizer for conducting the remote e-voting and the voting process at the Annual General Meeting in a fair and transparent manner. E-voting is optional. In terms of requirements of the Companies Act, 2013 and the

ndrelevant Rules, the Company has fixed 22 September, 2015 as the 'Cut-off Date'. The remote e-voting /voting rights of the shareholders/ beneficial owners shall be reckoned on the equity shares held by them as

ndon the Cut-off Date i.e. 22 September, 2015 only.th thThe remote e-voting period begins on 26 September, 2015 (09:00 am) and ends on 28 September, 2015

(05:00 pm). During this period shareholders of the Company, holding shares either in physical form or in nddematerialized form, as on the cut-off date i.e. 22 September, 2015 may cast their votes electronically. The

thremote e-voting module shall be disabled by CDSL for voting after 05.00 pm on 28 September, 2015.

The e-voting facility is available at the link www.evotingindia.com

(A) Procedure/ Instructions for e-voting are as under:

• Open your web browser during the voting period and log on to the e-voting website www.evotingindia.com

• Click on “Shareholders” to cast your votes.

Now Enter your User ID

Ø For CDSL: 16 digits beneficiary ID,

Ø For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Ø Members holding shares in Physical Form should enter Folio Number registered with the Company.

•


Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• If you are a first time user follow the steps given below:

• After entering these details appropriately, click on “SUBMIT” tab.

• Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• Click on the EVSN for Euro Multivision Limited on which you choose to vote.

• On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Ø Non-individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

Ø They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

•

For Members Holding Shares in Demat Form and Physical Form

PAN#

DOB#

Dividend Bank Details#

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company / Depository Participant

are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the Members DP ID / Client ID / Folio Number in the Dividend Bank details field.

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After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

Ø The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

Ø They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

These details and instructions form an integral part of the Notice for the Annual General Meeting to thbe held on Tuesday, 29 September, 2015.

(B) General:

• In case of any queries regarding e-voting you may refer to the 'user manual for shareholders to cast their votes' available at www.evotingindia.com under 'HELP'.

• If you are already registered with CDSL for e-voting then you can use your existing user ID and password for casting your vote.

• The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share ndcapital of the Company as on the cut-off date of 22 September, 2015.

• In case of joint shareholders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

Any person, who acquires shares of the Company and become member of the Company after dispatch ndof the notice and holding shares as of the cut-off date i.e. 22 September, 2015, may obtain the login ID

and password by sending a request at [email protected].

• A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

• A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

• M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai has been appointed as Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

• The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit, not later than three days of the conclusion of the AGM, a Consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• The Results declared along with the Consolidated Scrutinizer's Report shall be placed on the Company's website www.euromultivision.com and on the website of CDSL immediately after the declaration of the result by the Chairman or a person authorized by him in writing. The results will also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited.

Ø

Particulars Name of the Directors

Mr. Raja Babu Kalla Mrs. Forum Shah

Date of Birth

Nationality

Date of appointment on the Board

Designation

Qualifications

Expertise in functional area

Number of shares held in the Company as on March 31, 2015

List of Directorships held in other Companies as on March 31, 2015

Chairman/Member of the Committees of other Companies in which he is a Director as on March 31, 2015

Relationship with existing Directors of the company

September 26, 1961

Indian

June 8, 2012

Whole-time Director

Mechanical Engineer

He is a Mechanical Engineer and has handled many operations and projects.

Nil

Nil

Nil

Not Related

October 24, 1982

Indian

March 24, 2015

Director

BSC Chem/Biochem

She has rich experience in Jewellery Designing.

Nil

Disti Multimedia & Communication Private Limited

Nil

Not Related


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ANNEXURE TO THE NOTICE

Details of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement)


Rajababu Kalla Whole-Time Director


Registered OfficeF12 Ground Floor, Sangam Arcade,Vallabhbhai Road,Vile Parle (West),Mumbai-400056

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4 of the accompanying Notice:thThe Board of Directors at its meeting held on 24 March, 2015, on the recommendation of Nomination &

Remuneration Committee, appointed Mrs. Forum D. Shah as an Additional Director under Section 161(1) of the Companies Act, 2013. In terms of the provisions of Section 161(1) of the Act, Mrs. Forum Shah holds office upto the date of forthcoming Annual General Meeting.

A notice has been received from a member proposing Mrs. Forum Shah as a candidate for the office of the Director of the Company.

Mrs. Forum Shah does not hold by herself or for any other person on a beneficial basis any shares in the Company. She is a Director on the Board of Disti Multimedia & Communication Private Limited. She is neither Chairman nor member of any Committees. Mrs. Forum Shah is having experience in the field of Jewellery Designing.

The Board recommends the Resolution at Item No. 4 of the Notice for your approval.

Except Mrs.Forum Shah, being an appointee, none of the Directors of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4.

ToThe Members,Euro Multivision Limited

thYour Directors hereby present the 11 Annual Report together with the Financial Statements of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

FINANCIAL REVIEW:stThe turnover of the Company for the year ended 31 March, 2015, increased by 23.47% and stood at `1443.68

Lakhs as against ̀ 1169.20 Lakhs in the previous year. During the year under review, your Company recorded total income of ̀ 2241.48 Lakhs as against ̀ 1403.64 Lakhs in the previous year. The year under review was adversely affected due to stressed working capital and liquidity crunch thereby affecting the earning capacity of the company. This resulted in low turnover and income in the year under review, thereby having a loss of `13,310.52 Lakhs as against loss of ̀ 2,015.78 Lakhs in the previous year.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The products in which the Company is dealing, is facing cut throat competition. The supply pressure in the market is leading to the buyers' market and price erosion. At the same time, the costs have increased due to inflation in the economy and devaluation of Rupee against the foreign currencies. Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

Reductions in the subsidies and withdrawal of Government incentive programmes in major European markets have generated a negative sentiment for photovoltaic (PV) installations. At the same time huge dumping by Chinese Solar Products manufacturers resulted in the fall in prices. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted in the Company position in very tragic condition wherein the Company is unable to stand in the Competitive and Price sensitive market. As a result, the Company has been unable to utilize its capacity and the cost of production of solar cells continues to be higher than the prevailing market prices.

With the continued pledge and commitment across developed and developing countries by the governments, towards renewable sources of energy, demand for solar energy is expected to improve.

FUTURE PROSPECTS:

JNNSM guidelines stipulate that the certain grid connected Solar PV plants in India needs to install the Indian made Solar Modules which should contain Indian made Solar Cells. This will create the market for Indian Solar cell Manufacturers to market their products. US and European Union is also considering the possibility of imposing the anti dumping duty against the solar products manufactured in China. They moved in this direction and US has imposed provisional anti dumping duty on solar products manufactured in China. This will create the market for all

(` in Lakhs)

DIRECTORS’ REPORT


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Particulars

Revenue from operationsOther IncomeTotal IncomeLess: Total ExpenditureEarnings Before Interest, Depreciation and TaxLess : Interest and other finance expensesLess: Depreciation Profit/(Loss) Before TaxLess: Provision of TaxNet Profit/(Loss) After TaxAdd: Balance Brought forward from the previous yearBalance Carried forward to Balance Sheet

Year Ended March 31, 2014

1169.20234.44

1403.641492.45(88.81)

25.061901.91

(2015.78)-

(2015.78)(13518.91)(15534.69)

Year Ended March 31, 2015

1443.68797.80

2241.481601.99

639.4912540.17

1409.84(13310.52)

-(13310.52)(15534.69)(28845.21)

the global manufacturers other than Chinese one. You Company has also envisages the huge potential of business opportunity going ahead. However, at the same time the challenges in the form of adequate working capital, supply of products of prevalent quality and product efficiency needs to be addressed by all the Indian players.

Indian Government is focused on the implementation of its various programmes of promoting solar power generation under the various schemes which are implemented at centre and state level. This will create new business opportunities for the solar industry.

DIVIDEND:

In view of losses during the year under review, your Directors do not recommend any dividend for the financial year 2014-15.

SHARE CAPITAL OF THE COMPANY:

The paid-up equity share capital of the Company is 23,80,00,490/- (Rupees Twenty Three Crores Eighty Lacs Four Hundred and Ninety Only) divided into 2,38,00,049 Equity Shares having face value of Re.10/- (Rupee Ten) each.

REFERENCE TO BIFR:

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended as on March 31, 2012, and being mandatory, filed the reference under section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon'ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the Registrar of Hon'ble BIFR and hearings of which are in the process for determination of sickness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Rajababu Kalla, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

thMrs. Forum Shah was appointed as an Additional Director of the Company with effect from 24 March, 2015 and she holds office up to the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director of the Company.

The Board of Directors recommends the above appointment /re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of Listing thAgreement with the Stock Exchanges are given in the Notice convening the 11 Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hitesh S. Shah was appointed as Chief thFinancial Officer (CFO) of the Company w.e.f. 14 August, 2014.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy apart from other business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. The Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days, prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met five times during the year, the details of which are given in the Report on Corporate Governance.

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The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

stAs on 31 March, 2015, the Audit Committee comprised of Mr. Sanjay Nandu and Mr. Anish Shah, Independent Directors and Mr. Rajababu Kalla, Whole-time Director of the Company.

Mr. Anish Shah is the Chairman of Audit Committee of the Company.

AUDITORS:

M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), were appointed as Statutory thAuditors of the Company at the last Annual General Meeting held on 30 September, 2014 for a term of five

consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Your Directors recommends the ratification by confirming the appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company.

AUDITORS' REPORT:

With regards to the observations from the Statutory Auditors in their report (on standalone financials), your directors would like to state that:

I. The financial statement have been prepared on a “going concern” basis, inspite the fact that the Company's financial facilities/arrangements have expired and the same are overdue for repayment and the networth of the Company fully eroded and the lenders have initiated legal proceedings against the Company for recovery.

Your Directors would like to state that considering the changes and new developments taking place in the solar industry, your Directors are optimistic about the better opportunity and turnaround of the Company. The Company is hopeful and awaiting comprehensive package under BIFR for resolution of debts from Banks and Financial Institutions.

II. The Company has not provided interest on unsecured loan amounting to 233.07 lakhs (Previous styear 154.33 lakhs) for the year ended 31 March, 2015. Had the same been provided the loss for the

styear ending 31 March, 2015 will increase by 233.07 lakhs (Previous year 154.33 lakhs) and the stcorresponding liability will also increase by 233.07 lakhs as at 31 March, 2015 (Previous Year

154.33 lakhs).

In view of the heavy losses incurred by the Company since last many years, the Company had requested its unsecured lenders that the Company is not in a position to pay the interest on the loan amount. The unsecured lenders has co operated with the Company and has considered the request of the Company. In view of the present liquidity condition of the Company, it is not possible to pay any interest on the unsecured loans, hence provision for interest is not provided.

III. The Company has not provided for impairment or diminishing value of its assets/investment as per 'Accounting Standard 28 – Accounting for Impairment of Assets' as notified under the Companies

th(Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the management and hence the same is not ascertainable.

The management has a policy to maintain the assets and keep them in working condition, so that its value does not get affected in long run. The management is optimistic about realizing the value of its Assets / Investments nearest to its carrying value, and there is no further diminution in the value of its assets/investment other than depreciation / amortization.

IV. The Company has accumulated losses at the end of the financial year and at the immediately preceding financial year and the Company has defaulted in repayment of loans and interest to the

``

` ``

`


10

banks.

Your directors would like to state that the Company had working capital shortages during the year and was unable to run the plants. Further the plants which were operational during the year were also run at lower capacity due to liquidity crunch, despite the demand of the products in the market. The increasing cost and unabsorbed fixed costs resulted in the cash losses during the year and in the course of time there were defaults in the repayment of the loans and interest to the Banks. However with the changing economic scenario, the growing solar industry and increasing foreign investments in India, the management is hopeful of arriving at a comprehensive business restructuring along with the debt realignment proposal with the lenders under BIFR.

V. In respect of deposits accepted by the company before the commencement of this Act, within the meaning of Section 74 & 75 of the Act and the Rules framed there under to the extent notified, the principal amount of such deposits and interest due thereon remained unpaid even after expiry of one year from such commencement and the Company has not filed a statement within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar details as prescribed u/s.74(1)(a).

In absence of whole time company secretary the compliances were missed out inadvertently.

VI. The Company has defaulted in repayment of loans and interests dues to the banks and financial institution. The principal outstanding of Term Loans and Cash Credit facilities amounts to 20,307.50 lakhs and overdue interest amounts to 14,850.47 lakhs as at March 31, 2015, subject to reconciliation with the banks. The period of default ranges around 51 months.

During the years 2011-2012 and 2012-2013, the Company had incurred significant losses which had resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally is on account of reduced demand which resulted in large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. During the year 2011-2012, there was default in the repayment obligations to banks and the relevant loan accounts viz. Term Loans, Cash Credit Accounts and devolvement of letters of credit.

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended March 31, 2012, and being mandatory, filed the reference u/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon'ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon'ble BIFR and hearings of which are in the process for determination of sickness.

INTERNAL AUDIT:

The Company has appointed M/s. J. H. Ghumara & Co., Chartered Accountants, Mumbai, as its Internal Auditor for the financial year 2014-15. The Internal Auditors have given their report to the Audit Committee.

Based on the report of internal audit function the Board takes corrective action in the specific areas observed and thereby to strengthen the controls on significant audit observations, corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 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 on a going concern basis;

``


11

5. The Directors have 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.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE). The Company is in process of making arrangement for payment of listing fees to the said stock exchanges for the financial year 2015-16.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and determination of salary of Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Related Party Transaction swere entered during the year by your Company as per Section 188 of the Companies Act, 2013 which requires approval of the members. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of ;

I. Attendance of the Directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such Director in the company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;


12

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or Director was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure – II and forms part of this report.

With regards to the observations from the Secretarial Auditors in their report, your directors would like to state that:

(a) As required under Section 203 of the Act the Company is yet to appoint a Company Secretary;

The Company is in the process of appointment of whole-time Company Secretary.st(b) In respect of outstanding deposits as at 31 March 2014, the company was required to file Forms DPT-3 and

th stDPT-4 latest by 30 June 2014 and 31 August 2014 respectively, which is yet to be filed;

In absence of whole time company secretary the compliances were missed out inadvertently. (c) On account of default in payment of interest/repayment of deposits in the earlier financial years by the

company, some of the directors of the company are disqualified under section 164(2) of the Act;

The Company is facing liquidity crunch due to losses in the Company since couple of years. The Company has also filed for registration u/s. 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon'ble Board for Industrial & Financial Reconstruction, and the hearings for determination of sickness are in process and will arrive at the comprehensive package to settle the secured and unsecured creditors.

th(d) In respect of Directors appointed in the meeting of Board of Directors held on 14 August 2014, the disclosures received from them were not placed in the meeting for being taken note of; if the above disclosures were placed in the said meeting as required under Section 184 of the Act, the company is required to file Form MGT-14 for the resolution of board of directors passed thereof; the said form is to be filed within 30 days from the date of board resolution with normal fee or within a further period of 270 days with additional fee;

st(e) There was a delay of 7 days in submission of Annual Report for the year ended 31 March 2014 to the Stock Exchanges; and

(f) As required under clause 32 of the Listing Agreement, the details of loans and advances have not been stdisclosed in the company's annual report for the year ended 31 March 2014.

For point numbers (d), (e) and (f), in absence of whole time company secretary the compliances were missed out inadvertently.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

13


a. Management Discussion and Analysis b. Report on Corporate Governance.c. Auditors' Certificate regarding compliance of conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

Audit CommitteeStakeholders' Relationship CommitteeNomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

PARTICULARS OF REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, the information relating to the foregoing matters is given as under:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure IV.

APPRECIATION:

Your Directors acknowledges with gratitude and wish to place on record, their deep appreciation of continued support and co-operation received by the Company from the various Government authorities, Shareholders, Bankers, Lenders, Business Associates, Dealers, Customers, Financial Institutions and Investors during the year.

Your Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their continued support in the future as well.


Rajababu Kalla Whole-Time Director


Registered Office:F12, Ground Floor,Sangam Arcade, Vallabhbhai Road,Vile Parle (West), Mumbai 400 056

14


1. CIN L32300MH2004PLC145995th2. Registration Date 29 April, 2004

3. Name of the Company Euro Multivision Limited

4. Category/Sub-Category Indian Non-Government Company limited by sharesof the Company

5. Address of the Registered office F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road, and contact details Vile Parle (West), Mumbai, Maharashtra 400056

Phone: 022-40364036, Fax: 022-40364037Email: [email protected]: www.euromultivision.com

6. Whether listed Company (Yes/No):- Yes

7. Name, Address and Contact details Link Intime India Pvt. Ltdof Registrar and Transfer Agent, if any C-13, Pannalal Silk Mills Compound, L.B.S. Marg,

Bhandup (W), Mumbai, Maharashtra-400078Phone: 022-25946970-78, 022-25963838, 022-25960320Fax: 022-25946969, 022-25960329Website: www.linkintime.co.in

Sr. No. Product/Services the Product of the company

1. Manufacture of Optical Discs [CDR's & DVDR's] 3676 83%

2. Manufacture of Solar Photovoltaic Cells [In Self Owned Special Economic Zone] 3880 17%

Name and Description of Main NIC Code of % to total turnover

Sr. No.

Name and address of the Company

CIN/GLN Holding/Subsidiary/ Associate

% of shares

Applicable Section

Annexures to Directors’ Report

Annexure IEXTRACT OF ANNUAL RETURN

Form No. MGT-9Extract of Annual Return

st(As on the financial year ended on 31 March, 2015)

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

N.A.

15


A. Promoters

1. Indian

a. Individual/ HUF 11230439 0 11230439 47.19 11230439 0 11230439 47.19 ( 0)

b. Central Govt. 0 0 0 0 0 0 0 0 0

c. State Govt. 0 0 0 0 0 0 0 0 0

d. Bodies Corp. 0 0 0 0 0 0 0 0 0

e. Bank/ FI 0 0 0 0 0 0 0 0 0

f. Any Other 0 0 0 0 0 0 0 0 0

Sub-total(A) (1):- 11230439 11230439 47.19 11230439 0 11230439 47.19 (0)

2. Foreign 0 0 0 0 0 0 0 0 0

a. NRI- Individual 0 0 0 0 0 0 0 0 0

b. Other Individuals 0 0 0 0 0 0 0 0 0

c. Body Corporate 0 0 0 0 0 0 0 0 0

d. Bank/ FI 0 0 0 0 0 0 0 0 0

e. Any Others 0 0 0 0 0 0 0 0 0

Sub-total(A) (2):- 0 0 0 0 0 0 0 0 0

Total Share Holders of

Promoters (A)=(A1+A2) 11230439 0 11230439 47.19 11230439 0 11230439 47.19 (0)

B. Public Shareholding

1. Institution

a. Mutual Funds 0 0 0 0 0 0 0 0 0

b. Bank/FI 0 0 0 0 0 0 0 0 0

c. Central Govt. 0 0 0 0 0 0 0 0 0

d. State Govt. 0 0 0 0 0 0 0 0 0

e. Venture Capital 0 0 0 0 0 0 0 0 0

f. Insurance Co. 0 0 0 0 0 0 0 0 0

g. FIIs 0 0 0 0 0 0 0 0 0

h. Foreign Portfolio Corporate 0 0 0 0 0 0 0 0 0

i. Foreign Venture Capital Fund 0 0 0 0 0 0 0 0 0

j. Others 0 0 0 0 0 0 0 0 0

Sub- Total –B(1) 0 0 0 0 0 0 0 0 0

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(I) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Changeduring

the year

Demat Physical Total % of Total

Shares


Shares

16


2. Non-Institutions

a. Body Corporate 1601252 0 1601252 6.73 1494351 0 1494351 6.28 ( 0.45)

b. Individual

i. Individual shareholders

holding nominal share

capital upto 1 lakh 4533182 185 4533367 19.05 4455566 185 4455751 18.72 (0.33)

ii. Individual shareholders

holding nominal share

capital in excess of 1 lakh 6092129 0 6092129 25.60 6312415 0 6312415 26.52 (0.92)

c. Others

d. (i) Trust 250 0 250 0.00 250 0 250 0.00 0

e. (ii) NRI 257672 0 257672 1.08 225084 0 225084 0.94 0.14

f. (iii)Clearing Member 84840 0 84840 0.36 81659 0 81659 0.34 0.02

g. Office Bearer 100 0 100 0.00 100 0 100 0.00 0

h. Sub-total B (2) 12569425 185 12569610 52.81 12569425 185 12569610 52.81 0

i. Total Public

Shareholding (B)= (B1+B2) 12569425 185 12569610 52.81 12569425 185 12569610 52.81 0

C. Shares held by

Custodians for GDR’s

and ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 23799864 185 23800049 100 23799864 185 23800049 100 0

`

`

Category of Shareholders

No. of Shares held at the beginningof the year

No. of Shares held at the end ofthe year

% Changeduring

the year


Shares

Demat Physical Total % of Total Shares

17


ii. Shareholding of Promoters and Promoters group:

Shareholder's Name

Shareholdingat the beginning of the year

Shareholdingat the end of the year

% Change

inshare

holding during

the year

No. of Shares

% of total Shares of the

Company

1 Mr. Suresh Lakhamshi Shah 4933053 20.73 0 0 0 0 20.73

2 Mr. Rayshi Lakhdhir Shah 4925223 20.69 0 4925223 20.69 0 0

3 Mrs. Shantaben Laljibhai Shah 50000 0.21 0 50000 0.21 0 0

4 Mr. Nenshi L. Shah 120300 0.51 0 5053353 21.23 0 20.72

5 Mrs. Gunvantiben Shah 500000 2.10 0 500000 2.10 0 0

6 Mr. Ladhabhai Sanganbhai Shah 150000 0.63 0 150000 0.63 0 0

7 Mr. Chirag Rayshi Shah 8330 0.03 0 8330 0.03 0 0

8 Mrs. Shantilal L. Shah 44000 0.18 0 44000 0.18 0 0

9 Shantilal Ladhabhai Shah-HUF 480000 2.02 0 480000 2.02 0 0

10 Mr. Ankur Rayshi Shah 19533 0.08 0 19533 0.08 0 0

No. of Shares

% of total Shares

of the

Company

% of Shares

Pledged / encumbered

to total shares

Sr.No.

% of Shares

Pledged / encumbered

to total shares

Particular

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of

the Company

1 Mr. Suresh Lakhamshi Shah

A At the beginning of year 4933053 20.73 4933053 20.73

B Changes during the year

Date Reason

14.07.2014 Sale 4933053 20.73 - -

C At the end of year Nil Nil Nil Nil

2. Mr. Rayshi Lakhdhir Shah

A At the beginning of year 4925223 20.69 - -

B Changes during the year No change during the year

C At the end of year - - 4925223 20.69

3. Mrs. Shantaben Laljibhai Shah




4. Mr. Nenshi L. Shah




5. Mrs. Gunvantiben L. Shah




6. Mr. Ladhabhai Sanganhabhai Shah




7. Mr. Chirag Rayshi Shah




8. Mr. Shantilal L. Shah


B Change during the year No change during the year


Sr.No.

No. of Shares


the Company

iii) Change in Promoters' Shareholding (please specify, if there is no change):

18




No. of Shares


the Company

9. Shantilal Ladhabhai Shah-HUF



Date Reason

05.09.2014 Purchase 96000 0.40 96000 0.40

12.09.2015 Sell (96000) 0.40 (96000) 0.40


10. Mr. Ankur Rayshi Shah




Sr.No.

No. of Shares


the Company

iii) Change in Promoters' Shareholding (please specify, if there is no change):

Promoters Name

19


Shareholders' Name



No. of Shares


the Company

1 Ms. Neeta Vineet Goyal

A At the beginning of year - - - -


Date Reason

02.01.2015 Purchase 921810 3.87 921810 3.87

13.02.2015 Purchase 20000 0.08 941810 3.95


2. Ms. Manjari H. Shah




3 Mr. Subhash L. Shah



Date Reason

04.04.2014 Sell (3000) 0.01 616000 2.59

05.09.2014 Purchase 616000 2.59 1232000 5.18

12.09.2014 Sell (616000) 2.59 616000 2.59


4 Laljibhai K. Shah – HUF



Date Reason

05.09.2014 Purchase 1580400 6.64 2107200 8.85

12.09.2014 Sell (1580400) 6.64 526800 2.21

19.09.2014 Purchase 526800 2.21 1053600 4.42

03.10.2014 Sell (526800) 2.21 526800 2.21


5 M/s. Lyons Technologies Limited




Sr.No.

No. of Shares


the Company

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs

20




No. of Shares


the Company

6 Ms. Daksha S. Shah



Date Reason

04.04.2014 Sell (165000) 0.69 85007 0.36

05.09.2014 Purchase 170014 0.71 255021 1.07

12.09.2014 Sell (170014) 0.71 85007 0.36


7 Ms. Sonalben S. Shah




8 M/s. Vastu Minerals Pvt. Ltd.




9 Mr. Hitesh S. Shah


B Change during the year

Date Reason

05.09.2014 Purchase 296634 1.25 593268 2.50

12.09.2014 Sell (296634) (0.70) 296634 1.25


10 Ms. Apeksha Sangoi



Date Reason

05.09.2014 Purchase 262000 1.10 524000 2.20

12.09.2014 Sell (262000) 1.10 262000 1.10


No. of Shares


the Company

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs

Shareholders' NameSr.No.

21


For Each of the Directors and KMP Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares


the Company

1. Mr. Rajababu Kalla

A At the beginning of the year NIL NIL


C At the end of year NIL NIL

2. Mr. Anish Kumar Shah




th3. Mr. Hansraj Karsan Gala (w.e.f 14 August, 2014)




th4. Mr. Sanjay Nandu (w.e.f 14 August, 2014)




th5. Mrs. Forum D. Shah (w.e.f. 24 March, 2015)




th6. Mr. Hitesh S. Shah (w.e.f 14 August, 2014)

A At the beginning of the year 296634 1.25 - -


Date Reason

05.09.2014 Purchase 296634 1.25 593268 2.50

12.09.2014 Sell (296634) (0.70) 296634 1.25


th7. Mr. Pravin Vira (Upto 14 August, 2014)




th8. Mr. Chandresh Shah (Upto 14 August, 2014)




Sr.No.

No. of Shares


the Company

v) Shareholding of Directors and Key Managerial Personnel:

Name of the Director/KMP

22


vi) INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Indebtedness at the beginning of the financial year 01.04.2014

1) Principal Amount (Subject to Reconciliation and Settlement with Banks) 2,030,749,541 198,029,701 - 2,228,779,242

2) Interest due but not paid (Subject to Reconciliation and Settlement with Banks) 1,485,047,000 - - 1,485,047,000

3) Interest accrued but not due - - - -

Total of (1+2+3) 3,515,796,541 198,029,701 - 3,713,826,242

Change in Indebtedness during the financial year

+ Addition - 26,970,323 - 26,970,323

-Reduction - 48,427,875 - 48,427,875

Net change 3,515,796,541 176,572,149 - 3,692,368,690

Indebtedness at the end of the financial year 31-03-2015

1) Principal Amount (Subject to Reconciliation and Settlement with Banks) 2,030,749,541 176,572,149 - 2,207,321,690

2) Interest due but not paid (Subject to Reconciliation and Settlement with Banks) 1,485,047,000 - - 1,485,047,000

3) Interest accrued but not due - - - -

Total of (1+2+3) 3,515,796,541 176,572,149 - 3,692,368,690

Deposits Total Indebtedness

(Amount in )`

Particulars

23


vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Name of MD/WTD/Manager

1. Gross Salary Total annually

(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act 10,00,000 10,00,000

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 - -

(c) Profits in lieu of salary under Section 17(3) Income

Tax Act, 1961 - -

2. Stock Option NA -

3. Sweat Equity NA -

4. Commission

- As % of Profit

- Others, specify - -

5. Others, please specify NA -

Total (A) 10,00,000 10,00,000

Ceiling as per the Act Section 197 read with Schedule V of the

Companies Act, 2013

Sr. No. Particulars of Remuneration

Total Amount

(in )`Mr. Rajababu KallaWhole-time Director

B. Remuneration of other Directors:

Name of Directors

-Fee for attending board committee meetings - - - - - -

- Commission - - - - - -

-Others - - - - - -

Total (1) - - - - - -

th2 Other Non Executive Mrs. Forum Shah (w.e.f 24 March, 2015)Directors

-Fee for attending board committee meetings -

- Commission -

-Others -

Total (2) -

Total (B)= (1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act Section 197 read with Schedule V of the Companies Act, 2013

Sr. No.

Particulars of Remuneration Total

Amount(in )`

Mr. Anish Shah

Mr. Sanjay Nandu th(w.e.f. 14

August, 2014)

Mr. Hansraj Gala th(w.e.f. 14

August, 2014)

Mr. Chandresh Shah th(upto 14

August, 2014)

Mr. Pravin Vira th(upto 14

August, 2014)

Independent Directors

1

24


C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

Name of the KMPSr. No.

Particulars of Remuneration Total Amount

(in )`Mr. Hitesh S. Shah,

Chief Financial Officer

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act 3,79,032 3,79,032

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 0 0

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 0 0

2. Stock Option NA 0

3. Sweat Equity NA 0

4. Commission

- As % of Profit

- Others, specify 0

5. Others, please specify NA 0

Total (A) 3,79,032 3,79,032

viii) PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:- NIL

25


SECRETARIAL AUDIT REPORTSTFOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

To,The Members,Euro Multivision LimitedMumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Euro Multivision Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the

stCompany has, during the audit period covering the financial year ended on 31 March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the stCompany for the financial year ended on 31 March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October, 2014 (Not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the company during the audit period); and

Annexure II

26


(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the company during the audit period);

(vi) As informed and certified by the management, there are no laws that are specifically applicable to the company based on their sector/industry.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable as Secretarial Standards were not notified during the audit period)

(ii) The Listing Agreements entered into by the Company with BSE Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. as mentioned above subject to the following observations:

(a) as required under section 203 of the, Act the company is yet to appoint a Company Secretary;st(b) in respect of outstanding deposits as at 31 March 2014, the company was required to file Forms DPT-3 and

th stDPT-4 latest by 30 June 2014 and 31 August 2014 respectively, which is yet to be filed;

(c) on account of default in payment of interest/repayment of deposits in the earlier financial years by the company, some of the directors of the company are disqualified under section 164(2) of the Act;

th(d) in respect of directors appointed in the meeting of Board of Directors held on 14 August 2014, the disclosures received from them were not placed in the meeting for being taken note of; if the above disclosures were placed in the said meeting as required under Section 184 of the Act, the company is required to file Form MGT-14 for the resolution of board of directors passed thereof; the said form is to be filed within 30 days from the date of board resolution with normal fee or within a further period of 270 days with additional fee;

st(e) there was a delay of 7 days in submission of Annual Report for the year ended 31 March 2014 to the Stock Exchanges; and

(f) as required under clause 32 of the Listing Agreement, the details of loans and advances have not been stdisclosed in the company’s annual report for the year ended 31 March 2014.

We further report that

In view of our observation at ‘para (c)’ above regarding the disqualification of some of the directors, we are unable to express our opinion as to whether the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act subject to our observation under ‘para (c) and (d)’ above.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings; agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

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We further report that during the audit period: th1. the company has passed special resolution under section 180(1)(c) of the Act at the 10 Annual General

thMeeting held on 30 September, 2014 enabling borrow of funds in excess of its aggregate of paid up share capital and free reserves and up to a maximum limit of ̀ 1000 crores; and

th2. the company has passed special resolution under section 180(1)(a) of the Act at the 10 Annual General thMeeting held on 30 September, 2014 for creation of mortgage/ charge on the movable and immovable

assets of the company up to the overall borrowing limit approved under section 180(1)(c) of the Act.


This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

28


For Manish Ghia & AssociatesCompany Secretaries

Manish L. GhiaPartner

M. No. FCS 6252 C.P. No. 3531

‘Annexure A’

To,The Members,Euro Multivision LimitedMumbai

Our report of even date is to read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Manish Ghia & AssociatesCompany Secretaries

Manish L. GhiaPartner

M. No. FCS 6252 C.P. No. 3531


Annexure III

Details of the ratio of remuneration of each Director to the median employee’s remuneration

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year :-

(i)

Sr. No.

Name of the Director Ratio of remuneration to the median remuneration of the employees

Mr. Rajababu Kalla 19.17

(ii) The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year

During the current financial year there were no increments in the remuneration of Directors, CFO, CEO, Company Secretary or Manager.

(iii) The percentage increase in the median remuneration of employees in the financial year

Nil

(iv) The number of permanent employees on the rolls of the Company

90

(v) The explanation on the relationship between average increase in remuneration and Company performance

Annual increase in remuneration is based on the remuneration policy for different grades, division, industry pattern, qualifications and experience, responsibi l i t ies shouldered and individual performance of the Key Managerial personnel & other employees and also performance of the Company.

(vi) Comparison of the remuneration of the KMP against the performance of the Company

It is commensurate with the performance of the Company.

(vii) Variation in the market capitalization of the company, price earnings ratio as at the close date of the current financial year and previous financial year and the 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 in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

Sr. No.

Particulars As on st31 March, 2015

As on st 31 March, 2014

Variation %

1 Market Capitalization ` 4.31 Crores ` 2.09 Crores 106%

2 Price earning ratio Price Earning Ratio is not applicable as there is no earning per share of the Company due to losses.

3 Market quotation of shares The last offer of shares to the public was made in 2009-10 which was a public issue of 8800049 Equity Shares of `10/- each at a premium of ̀ 65/- per Equity Share. As against this the closing price of the Company’s Equity Shares as at March 31, 2015 was ̀ 1.81 and decreased by 97.22%

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year is Nil as against no increment in the salary of the Chairman and Managing Director & Executive Director (managerial personnel as defined under the Act.). Annual increase in remuneration is based on different grades, industry pattern, qualifications & experience, responsibilities shouldered and individual performance of managerial personnel and other employees.

(viii)

(i)

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The key parameters for any variable component of remuneration availed by the directors

Not applicable

(x)

(ix)

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

Not applicable

We hereby confirmed that the remuneration is as per the remuneration policy recommended by Nomination and Remuneration Committee of the Company and adopted by the company.

Rajababu KallaWhole-time Director

Anish ShahChairman of Nomination & Remuneration Committee


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Annexure IV

STATEMENT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 is given here below and forms part of the Directors' Report.

A. Conservation of Energy:

In line with the Company's commitment towards conservation of energy, all segments continue with their efforts to improve energy efficiency. Some of the additional steps taken are as under, which has helped Company in cost reduction and product improvement:

i. The manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable to produce clean, sterile, aseptic and dust-free products and components) environment with antistatic work stations. The plant is fully automated with least human intervention, which ensures international quality standards with optimum utilization of installed capacities.

ii. The Company continues its efforts to reduce and optimize the use of energy consumption by opting power effective replacements of equipments and electrical installations.

B. Research & Development and Technology Absorption :

The Company had imported in the financial year 2004-05 and 2006-07 and absorbed the technology from VDL ODMS, Netherlands for optical disc unit, and imported in the financial year 2008-09 technology from OTB Solar, Netherlands for its Solar Photovoltaic Cells unit.

The ongoing Research and development is carried out during the course of production in the direction of production efficiency and quality standards.

C. Foreign Exchange Earnings and Outgo:

The information on foreign exchange earnings and outgo is contained in Notes forming part of the Financial Statement.

D. Future plan of action are as under:

The Company is considering sustainable business model considering the changed and new developments taking place in the Solar Industry.

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REPORT ON CORPORATE GOVERNANCE

(1) COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company is committed to adopt the best corporate governance practices and endeavours continuously to implement the code of Corporate Governance in its true spirit. The philosophy of the Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholders values without compromising in any way complying with the laws and regulations.

The Board of Directors acknowledges that it has a fiduciary relationship and a corresponding duty towards the stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its Committees endeavours to strike a right balance with its various stakeholders.

(2) BOARD OF DIRECTORS

(a) Composition

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on March 31, 2015 the Board of Directors of the Company has an optimum combination of Executive and Non- Executive/Independent Directors. As on March 31, 2015, the Board of Directors comprises of total five Directors out of which three are Independent Director's. The Chairman of the Board is Executive Director. The composition of the Board of Directors is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

(b) Board Procedure

Dates for the Board meetings are decided well in advance and communicated to the Directors. Board meetings are generally held at the registered office of the Company. Additional meetings of the Board are held when deemed necessary by the Board.

The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other Committees. The agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents, is circulated well in advance of the meeting.

Matter discussed at Board Meeting generally relate to Company's performance, quarterly results, approval of related party transactions, general notice of interest of Directors, review of the reports of the Audit Committee and compliance with their recommendations, suggestions, compliance of any regulatory, statutory or listing requirements, etc.

(c) Attendance at Board meetingsth thDuring the year under review, the Board of Directors met five (5) times viz. 30 May, 2014, 14 August, 2014,

th th th14 November, 2014, 14 February, 2015 and 24 March, 2015 and as required, the gap between two Board meetings did not exceed one hundred and twenty days.

The composition of the Board and particulars of attendance of the Directors at the Board Meetings during the financial year 2014-15 are given below:

Name Category Whether attended

the last AGM

Member Chairman

No. of Board meetings

held

No. of Board meetings attended

No. of other Directorship

in other Public Companies#(refer note 1)

Membership / Chairmanship of Committees in other

Companies# (refer note 2 & 3)

Mr. Raja Babu Kalla Whole Time Director 5 5 - 2 - Present

Mr. Anish Shah Independent Director 5 5 - 1 2 Present

*Mr. Chandresh Shah Independent Director 2 2 - 1 1 N.A. (upto August 14, 2014)

*Mr. Pravin Vira Independent Director 2 2 - 1 - N.A.(upto August 14, 2014)

**Mr. Hansraj Gala Independent Director 4 3 - - 1 Present(W.e.f August 14, 2014)

**Mr. Sanjay Nandu Independent Director 4 3 - 3 - Present(W.e.f August 14, 2014)

* *Mrs. Forum Shah Non-Executive Non Independent Director - - - - - N.A.

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Directorship of the Company w.e.f. 14th August, 2014.

* *Mr. Hansraj Gala, Mr. Sanjay Nandu was appointed with effect from 14th August, 2014 and Mrs. Forum Shah with effect from 24th March, 2015.

# Note:

1. Directorships in respect of private limited companies, Section 8 companies and foreign companies have not been included.

2. Position in Audit Committee and Shareholders' Grievance Committee are considered for the purpose.

3. None of the directors hold directorships in more than 10 public limited companies, membership in more than 10 committees and chairmanship in more than 5 committees.

(d) Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 14th February, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole.

(e) Directors' Familiarization Programme

The Company undertakes and makes necessary provision of an appropriate induction programme for new Directors and ongoing training for existing Directors. The new directors are introduced to the company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the company and familiarise them with company processes. The management provides such information and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of Director's induction and familiarization are available on the Company's website at www.euromultivision.com.

(f) Code of Conduct

The Board of Directors has laid down a Code of Conduct for Business and Ethics (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers things, such as the Company's commitment to honest and ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health and safety, transparency and compliance of laws and regulations etc. All the Board members and senior management personnel have confirmed compliance with the code. A declaration by Mr. Raja Babu Kalla, Whole Time Director of the

stCompany affirming the compliance of the same in respect of the financial year ended on 31 March, 2015 by the members of the Board and Senior Management Personnel, as applicable to them, is also annexed to this Report.

As per SEBI (Prevention of Insider Trading) Regulation, 1992, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, employees at Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code.

(3) COMMITTEES OF THE BOARD

The Board Committees focus on certain specific areas and make informed decisions about the same. Each Committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with Companies Act, 2013 and the Listing Agreement. Presently, the Board has the following three Committees:

* Mr. Chandresh Shah and Mr. Pravin Vira, Independent Directors of the company had resigned from the

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(a) Audit Committee(b) Stakeholders' Relationship Committee(c) Nomination and Remuneration Committee

The roles and responsibilities assigned to these Committees are covered under the term of reference approved by the Board and are subject to review by the Board from time to time. The minutes of the meetings of Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee are placed before the Board for its discussions and noting. The details of the composition, terms of reference, number of meetings and attendance of these Committees are provided below:

(a) Audit Committee

The Company has an Audit Committee in accordance with the requirement of Section 177 of the Companies Act, 2013 and the terms of reference are in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The Committee comprises of two non-executive/independent Directors and one executive Director of the Company. The Statutory Auditors are also invited in the meeting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process, the safeguards employed by them and such relevant matters as it finds necessary to entrust.

th thThe Audit Committee met four (4) times during the year under review on 30 May, 2014, 14 August, th th2014, 14 November, 2014 and 14 February, 2015. The number of meetings attended by each member

during the year ended March 31, 2015 is as under:

th*Ceased to be Member of the committee w.e.f. 14 August, 2014.th**Appointed as Member of the Committee W.e.f. 14 August, 2014.

The Compliance officer acts as the Secretary to the committee.

All the members of the Audit Committee are financially literate and Mr. Anish Shah, Chairman is a MBA Finance and has the relevant accounting and related financial management expertise.

The terms of reference of this Committee are wide. Besides having access to all the required information from the Company; the Committee acts as a link between the Statutory Auditors and the Board of Directors of the Company.

Terms of reference

The Audit Committee has been mandated with the same terms of reference as specified in Clause 49 of the Listing Agreement with the Stock Exchanges. The terms of reference also conform to the requirements of Section 177 of the Companies Act, 2013.

Role of the Audit Committee includes the following:

· To investigate any activity within its terms of reference.· To seek information from any employee.· To obtain outside legal or other professional advice.· To secure attendance of outsiders with relevant expertise, if it considers necessary.· Oversight of the company's financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible.· Recommending the appointment/re-appointment and removal of external auditor, fixation of audit

fee and also approval for payment for any other services.· Reviewing with management the annual financial statements before submission to the Board,

focusing primarily on:- Any changes in accounting policies and practices.


Mr. Anish Shah Chairman 4 4Mr. Raja Babu Kalla Member 4 4Mr. Chandresh Shah* Member 2 2Mr. Sanjay Nandu** Member 3 2

Name of the member Designation

Held Attended

No. of Committee Meetings

34

- Major accounting entries based on exercise of judgment by management.- Qualifications in draft audit report.- Significant adjustments arising out of audit.- The going concern assumption.- Compliance with accounting standards.- Compliance with stock exchange and legal requirements concerning financial statements.- Any related party transactions, i.e. transaction of the company of material nature, with

promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of company at large.

• Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors and significant findings and follow up thereon.• Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with external auditors before the audit commences nature and scope of audit as well as post audit discussion to ascertain any area of concern.

• Reviewing the company's financial and risk management policies.• To look into the reasons for substantial defaults in the payment to the depositors, debenture-

holders, shareholders (in case of non-payment of declared dividends) and creditors.• It shall have discussions with the auditors periodically about internal control systems, the scope of

audit including the observations of the auditors and review the quarterly, half yearly, and annual financial statements before submission to the Board.

• It shall ensure compliance of internal control systems.

(b) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of one Executive and two Non- Executive/ Independent Directors. The Committee met four times during the year under review on 4 (four) times on

th th th th30 May, 2014, 14 August, 2014, 14 November, 2014 and 14 February, 2015. The number of meetings attended by each member during the year ended March 31, 2015 is as under:

th*Ceased to be Member of the committee w.e.f. 14 August, 2014.th**Appointed as Chairman/ Member of the Committee w.e.f. 14 August, 2014.

The Compliance Officer acted as secretary of the Stakeholders' Relationship Committee

To examine and redress the complaints and grievances of the shareholders/investors of the Company such as transfer / transmission / demat / remat of shares, issue of duplicate, split-up, consolidation, renewal of share certificate, non-receipt of Annual Report, non receipt of dividend, non-receipt of application money and other issues concerning the shareholders / investors.

The Committee also looks into matters which can facilitate/smoothen investor's services and relations. Wherever deemed expedient, it also directs the Registrar and Share Transfer Agents (RTA) to ensure prompt redressal of genuine complaints of investors. The Committee also examines and recommends to the Board about appointment/removal of RTA and /or fees payable to them etc.

During the year, two complaints were received from the shareholders and they were replied/resolved to stthe satisfaction of the shareholders as on 31 March, 2015 and no complaint was pending at the end of

the year.


35

Mr. Anish Shah Chairman 4 4Mr. Chandresh Shah* Member 2 2Mr. Sanjay Nandu ** Member 3 2Mr. Raja Babu Kalla Member 4 4


Held Attended


Name and Designation of Compliance officer:

Mr. Sunil Nemani is the Compliance Officer of the Company.

(c) Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of three Non-executive/Independent Directors.

thDuring the year under review, the Nomination and Remuneration Committee met 3(three) times on 30 th thMay, 2014, 14 August, 2014 and 14 November, 2014. The number of meetings attended by each

stmember during the year ended 31 March, 2015 is as under:

th*Ceased to be Chairman/Member of the committee w.e.f. 14 August, 2014.th**Appointed as Chairman/ Member of the Committee w.e.f. 14 August, 2014.

The Compliance officer acts as the Secretary to the committee.

Terms of reference

The Committee is empowered to:

• Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors.

• Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.

• Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees

(4) REMUNERATION POLICY

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The remuneration policy is in consonance with the industry standards.

(a) Remuneration of Managing Director

• At the time of appointment or re-appointment, the Whole-time Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Whole-time Director within the overall limits prescribed under the Companies Act, 2013.

• The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

• In determining the remuneration the Nomination & Remuneration Committee shall consider the following:

Ø The relationship of remuneration and performance benchmarks is clear;Ø Balance between fixed and incentive pay reflecting short and long-term performance

objectives appropriate to the working of the company and its goals;Ø Responsibility of the Managing Director's and the industry benchmarks and the current

trends;Ø The Company's performance vis-à-vis the annual budget achievement and individual

performance.


36

Mr. Chandresh Shah* Chairman 2 2Mr. Hansraj Gala** Chairman 2 1Mr. Sanjay Nandu** Member 2 1Mr. Pravin Vira* Member 2 2Mr. Anish Shah Member 3 3


Held Attended


(b) Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014.

The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of the Company, if any, introduced by the Company.

(c) Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (i.e. KMPs and Executive Committee Members) the Nomination & Remuneration Committee shall consider the following:

Ø The relationship of remuneration and performance benchmark is clear;Ø The fixed pay reflecting short and long-term performance objectives appropriate to the working of

the Company and its goals;Ø The components of remuneration includes salaries, perquisites and retirement benefits;Ø The remuneration including annual increment and performance incentive is decided based on the

criticality of the roles and responsibilities, the Company's performance vis-à-vis the annual budget achievement, industry benchmark and current compensation trends in the market.

The Whole-time Director will carry out the individual performance review based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove, recommends the annual increment to the Nomination & Remuneration Committee for its review and approval.

The Board members are provided with necessary documents and policies to enable them to familiarize themselves with the Company's procedures and practices. The details of such familiarization programmes for Independent Directors of the Company are posted on the Company's website at www.euromultivison.com

Details of remuneration and sitting fees paid to the Directors:

stDetails of remuneration/sitting fees paid during the year 2014-15 and number of shares held as on 31 March, 2015 by the directors of the Company are as follows:

Presently, the Company does not have any scheme to grant stock options either to the Whole-time Directors or employees.

No remuneration/compensation is paid to non-executive Directors.


37

Name of the Directors Salary & Performance / Perquisites Incentive / Fees shares

Bonus held

Mr. Raja Babu Kalla 10,00,000.00 - - - -

Mr. Anish Kumar Shah - - - - - -

Mr. Hansraj Gala - - - - - -

Mr. Sanjay Nandu - - - - - -

Mrs. Forum Shah - - - - - -(w.e.f 24.03.2015)

Mr. Chandresh Shah - - - - - -th(Upto 14 August 2014)

Mr. Pravin Vira - - - - - -th(Upto 14 August 2014)

Commission Sitting Total No. of

(5) VIGIL MECHANISM POLICY/ WHISTLE BLOWER MECHANISM

The Company promotes ethical behavior in all its business activities and has put a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc was brought to the notice of the Management or Audit Committee

stduring the year ended 31 March, 2015. No employee of the Company was denied access to the Audit Committee.

(6) GENERAL BODY MEETINGS AND POSTAL BALLOT

Details of location, time and date where last three Annual General Meetings were held are given below:

During the year under review, no resolution was passed through Postal Ballot. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a resolution through Postal Ballot.

(7) DISCLOSURES

(a) Related-party transactions

Related party transactions are defined as transactions of the Company of material nature, with promoters, Directors or with their relatives; its subsidiaries etc. None of the transactions with any of the related parties were in conflict with the interest of the Company.

The transactions with the related parties, as per the requirements of the Accounting Standard (AS) 18, are disclosed in the Notes on Accounts, forming part of the Annual Report. The policy on dealing with Related Party Transaction is available on Company's website at www.euromultivison.com

(b) Compliances by the Company

The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange Board of India (SEBI) and other statutory authorities on all matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory Authorities.


Financial Year

Date Time Venue

2011-12 th27 September, 2012

12.30 noon

Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai - 400 095

-

2012-13 th27 September, 2013

12.00 noon

Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle (East), Mumbai-400 057.

-

Special Resolution Passed

2013-14 th30 September,2014

12.00 noon

Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle (East), Mumbai-400 057.

1) Increase in the borrowing power of the Company under section 180(1)(c) of the Companies Act, 2013;

2) Giving authority to create charge /mortgage on the assets of the Company under section 180(1)(a) of the Companies Act, 2013;

3) Adoption of new set of Articles of Association of the Company;

38

(c) Disclosure of Accounting Treatment

In the preparation of the financial statement, the Company has followed accounting standards issued by the Institute of the Chartered Accountants of India to the extent applicable, except non provision of gratuity (AS-15).

(d) Disclosure of Risk management

The Company has framed the risk assessment and minimization procedure, which is periodically reviewed by the Board.

(e) CEO / CFO Certification

In terms of clause 49 (IX) of the Listing Agreement, Mr. Raja Babu Kalla, Whole Time Director, and Mr. Hitesh Shah, CFO have submitted a certificate to the Board of Directors in the prescribed format in

strespect of Financial year ended 31 March, 2015 under review.

(f) Review of Directors' Responsibility statementstThe Board, in its report, has confirmed that the annual accounts for the year ended 31 March, 2015

have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

(g) Details of compliance with mandatory requirements and adoption of non-mandatory requirements

The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. The details of the compliances along with the non-mandatory requirements adopted by the Company have been given below and in the relevant sections of this report.

• The Internal Auditors report to the Audit Committee.

(8) MEANS OF COMMUNICATION

• Quarterly Results: Quarterly Results are published in accordance with the provisions of the Listing Agreement. The results are published in English Newspaper viz. Business Standard and in Marathi newspaper viz. Mahanayak.

• Website: The Company's website www.euromultivision.com contains a separate dedicated section- “Investor Relationship”- where shareholders information is available. Un-audited quarterly results, annual results and Shareholding Pattern, Code of Conduct for the Board of directors and Senior Management Personnel, are also available on the website in a user-friendly and downloadable form.

• The Company has not made any presentation to Institutional Investors and Analysts.

• At present half yearly report on accounts is not being sent to each household of shareholders.

(9) GENERAL INFORMATION FOR SHAREHOLDERS


Date Time and (a) Venue of Annual Time : 12.00 noon

General Meeting Venue : Gomantak Seva Sangh, 72/A Mahant Road

Extension, Vile Parle (East), Mumbai 400 057

st(b) Financial Year 1 April, 2014 to 31 March, 2015st

rd th (c) Book Closure dates Wednesday 23 September, 2015 to Tuesday 29 eptember, 2015 (both days inclusive)

thDate : 29 September, 2015

S

39

(d) Financial Calendar (2015-16) June, 2015

thResult for the quarter ending - by 14 November, 2015September, 2015

thResult for the quarter ending - by 14 February, 2015December, 2015

thAudited Result for the year/ quarter - by 30 May, 2016stending 31 March, 2016

e) Dividend Payment Date Not applicable

(f) Cut off date for remote 22 September, 2015e-voting

(g) Listing on Stock BSE Limited (BSE) & National Stock Exchange of (India) Limited (NSE)Exchanges

(h) Stock Code / Symbol BSE : 533109 NSE : EUROMULTI

(I) ISIN for CDSL and IN063J01011NSDL

thResult for the quarter ended - on 14 August, 2015 th 30

th30

st 31

nd

(h) Market Price Data:

The monthly high and low quotations of shares traded on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) during each month in 2014-15 are as follows:

Source: * www.bseindia.com, ** www.nseindia.com


40

Apr-14 1.38 0.87 22939.31 22197.51 0.09 0.75 6869.85 6650.40

May-14 3.11 1.44 25375.63 22277.04 1.35 0.09 7563.50 6638.55

Jun-14 3.39 2.85 25725.12 24270.20 1.65 1.04 7700.05 7239.50

Jul-14 4.04 2.81 26300.17 24892.00 2.06 1.07 7840.95 7422.15

Aug-14 3.76 3.12 26674.38 25232.82 3.45 2.07 7968.25 7540.10

Sep-14 3.59 2.65 27354.99 26220.49 3.55 2.75 8180.20 7841.80

Oct-14 3.18 2.32 27894.32 25910.77 3.45 3.25 8330.75 7723.85

Nov-14 2.86 2.21 28822.37 27739.56 3.35 2.25 8617.00 8290.25

Dec-14 2.70 2.11 28809.64 26469.42 2.05 2.03 8626.95 7961.35

Jan-15 2.66 2.23 29844.16 26776.12 2.04 1.85 8996.60 8065.45

Feb-15 2.76 2.19 29560.32 27248.45 2.04 2.00 8941.10 8470.50

Mar-15 2.79 1.66 30024.74 26897.54 2.05 2.02 9119.20 8269.15

BSE* BSE Sensex* NSE** CNX Nifty**(Points)Month

High ( )` Low ( )` High Low High LowHigh ( )` Low ( )`

(I) Shareholding Pattern as on March 31, 2015

(j) Distribution of shareholding as on 31st March, 2015

(k) Share Transfer System

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent within 15 days of the lodgement, if documents are found in order. Shares under objection are returned within two weeks. All requests for dematerialization of shares processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days. The Company obtains, from a Practicing Company Secretary, a half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement entered into with Stock Exchanges and files a copy of the certificate with the concerned Stock Exchanges.

(l) Dematerialization of shares and liquidity

As on March 31, 2015 the total number of Equity Shares of the Company in dematerialization form, stood at 23799864 Shares (representing 99.99% of the Company's Paid-up Equity Share Capital of the Company).

(m) Outstanding ADRS, GDRS, Warrants or any convertible instruments, conversion date and impact on Equity

stAs on 31 March, 2015, the Company did not have any outstanding ADRs, GDRs, Warrants or any convertible instruments.

(n) Plant Location

Optical Disc Unit: Survey No. 508, 509, Village Shikara, Bhachau Dudhai Road, Bhachau (Kutch), Gujarat – 370140.

Solar Photovoltic Cell Unit: Survey No. 492, 504, 505(1), 505(2), 506, Village Shikara, Bhachau Dudhai Road, Bhachau (Kutch), Gujarat – 370140


Promoters 11230439 47.19

Foreign Institutional Investors - -

Bodies Corporate 1494351 6.28

Financial Institutions/Banks - -

Clearing Member 81659 0.34

Non Resident Indians 225084 0.95

Resident Individuals (Public) 10768516 45.24

Total 23800049 100.00

Category of Shareholders No. of shares held Percentage of Shareholding (%)

1 to 500 6452 75.42 1152261 4.84 501 to 1000 1028 12.02 851076 3.581001 to 2000 494 5.77 775197 3.262001 to 3000 189 2.21 501711 2.113001 to 4000 89 1.04 318664 1.344001 to 5000 71 0.83 334202 1.405001 to 10000 123 1.44 947103 3.9810001 and above 109 1.27 18919835 79.49Total 8555 100.00 23800049 100.00

Shareholding (No. of Shares)

Number of shareholders

% of total number of shareholders

Total Number of Shares

% of Total Number of Shares

41

(o) Registrar & Share Transfer Agent

M/s. Link Intime India Private Limited has been appointed as one point agency, for dealing with shareholders. Shareholders correspondence should be addressed to the Company's Registrar & Share Transfer Agent at the address mentioned below:

M/s. Link Intime India Private Limited C-13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (West),Mumbai – 400 078Tel: 91 22 2594 6970Fax: 91 22 2594 6969E-mail: [email protected]

(p) Address for Investor Correspondence

Shareholders can contact the Compliance Officer for Share / Secretarial related matters of the Company at the below mentioned address:

Mr. Sunil NemaniCompliance OfficerEuro Multivision LimitedF/12, Ground Floor, Sangam Arcade,Vallabhbhai Road, Vile Parle (West), Mumbai - 400056E-mail Id: [email protected] No.: 91 22 4036 4036Fax No.: 91 22 4036 4037

42


DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

It is hereby confirmed that the Company has adopted Code of Conduct for the Board of Directors and Senior Management Personnel of the Company and all have affirmed their adherence to the code during the year.

For Euro Multivision Limited

Raja Babu KallaWhole Time Director

_______________________________________________________________________________________

AUDITORS CERTIFICATE ON COMPLIANCE OF THE CORPORATE GOVERNANCE

To,The Members ofEURO MULTIVISION LIMITED

We have examined the Compliance of the conditions of Corporate Governance by EURO MULTIVISION LIMITED for the year ended March 31, 2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

In our opinion and based on the information and explanations given to us and the representations made by management and to the best of our knowledge and belief, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Deepak Maru & Co.Chartered Accountants

ICAI Firm Registration No. 115678W

Jaymin P. ShahMembership No. 118113

Partner

43


Place: MumbaiDate : August 14, 2015

Place: MumbaiDate : August 14, 2015


44

OVERVIEW

Like previous years, the year 2014-15 has been challenging year for Euro Multivision Limited with an exception that governmental policy changes for local solar cell manufacturing has brought some ray of hope. This has changed the near future outlook for the local manufacturers like us, and we expect that that coming year will see activities in our Solar Plant. However, the Optical Discs business is downsizing because of market shrinkage.

BUSINESS OUTLOOK

PHOTOVOLTAIC &CELLS BUSINESS

The cumulative global market for solar PV is expected to triple by 2020 to almost 700 gigawatts, with annual demand eclipsing 100 gigawatts in 2019. Solar demand will likely be almost entirely market-based in 2020; a dramatic shift from 2012 when almost all demand was premised on direct incentives.

One implication of an increasingly unsubsidized market is that management and governance of the electric grid will change dramatically, creating both new opportunities and challenges for solar companies. This transformation is already underway with the implementation of market-based mechanisms for PV procurement and solar companies exploring innovations in business model design (Source: GTM Research)

The North American solar industry is moving ahead alongwith China, Japan, India and Africa. The aggressive Solar Plan of China and Japan now make up 50 percent of the world solar PV market. Japan PV Energy Association’s prediction of 100 GW installation by 2030 because of attractive FIT and the interest of Japanese companies as well as FII investment in Japan has made it a quite active market. On the other hand, China has announced a mammoth plan of 35 GW for 2015 solar deployment.

Rooftops and microgrids have also taken off in remote areas of Asia and Africa , where power accessibility is poor and grid transmission is issue because of difficult geographical terrain. Africa and other areas with large, remote mining industries also are attracting solar as an off grid form of power to pair with diesel or help shore up an unstable grid connection.

MANAGEMENT DISCUSSION AND ANALYSIS


45

It has drawn attention of the investors in Solar Energy, who look for steady revenue streams and quality security resulting in Solar Market’s access to low cost of finance. Apart from this, the capex reduction because of technological upgradation has further improved the market attractiveness.

So, capital inflow has become visible for well-put-together projects globally, whether from public markets or institutional investors. This when added to the continuing reductions in the costs of solar technologies, the continued drive towards electrification of developing countries and underlying demand for clean technologies by consumers, we see a trend towards continuing solar projects in emerging regions such as Africa, India and in the Asia Pacific.

There has been a lot of interest in India’s renewables space, with the government announcing an ambitious plan to raise India’s solar and wind power generation capacity from 27.2GW currently to 175GW by 2022 (solar capacity from 3.7GW to 100GW by 2022 and wind capacity from 23.4GW to 75GW by 2022). Of the proposed 100GW solar capacity, about 60GW is planned to come from utility scale grid-connected solar power plants, while the government expects the remainder to come from roof top and off-grid solar applications.

Renewable power generation capacity has grown exponentially over the last few years, driven by the availability of sites with good wind and sunlight, the promise of attractive feed-in tariffs, priority access to distribution and transmission infrastructure, Renewable Purchase Obligations, accelerated depreciation benefits, generation based incentives, exemption from paying wheeling and open access charges, etc.

Renewables have grown despite instances of payment defaults by discoms and a lack of enforcement of Renewable Purchase Obligations.

Government of India’s Make in India campaign has also been brought the life in Solar Gear Manufacturing. In order to develop local solar PV manufacturing, partial public sector capacities have been reserved for local cells and modules manufacturers. Recent capacity allocations by NTPC, which followed domestic content requirement for partial NSM deployment has swung all the cell manufacturers into action after a long silence. A lot of foreign manufacturers as well as local business houses have announced solar manufacturing capacities in coming one to two years.

PV as Policy Driven Market

Despite market driven growth, in most countries, however PV remains policy driven market.

But, it is interesting to note that the developers are pursuing emerging markets in part because they are moving away from jurisdictions that are reducing feed-in tariffs and other incentives. Policies in some of the established solar markets such as the UK and Europe (e.g. Spain and Italy) will thwart solar market growth. In some other countries such as South Africa and countries in Latin America, the policies have been less direct - the imposition of the stringent local content requirements as part of the government's renewable programs may see a planned impact which attracts developers.

The introduction, modification, or phasing out of national support schemes which heavily impact development of PV markets and industries in these countries. Indeed, declining political support for PV has led to reduced markets in several European countries (Germany, Italy, Belgium, France and Spain for instance) while the implementation of new feed-in tariff policies has led to a dramatic increase of the markets in other countries (such as China and Japan)

PV in the Electricity Mix

Solar, in all its forms, accounts for less than 1% of today’s global energy mix. However, its exponential growth should ensure it plays a vital role in the future energy mix. Right now, the share of solar (photovoltaic and solar thermal) in final energy consumption is tiny. Solar heat and power provide just 87 million of the more than 12 billion tons of oil equivalent (toe) consumed worldwide, making up 0.7% of the global energy mix. Fossil fuels dominate, representing 78% of the energy mix. Looking at electricity alone, photovoltaic solar accounts for a mere 0.5% of the world’s electricity output. Nevertheless, the extremely rapid growth of installed solar capacity has convinced most analysts that this share will increase spectacularly in the future. From 2020, photovoltaic energy could cover


46

2.2% of power generation worldwide, and could increase to 30% in the second half of the century.

OPTICAL DISCS BUSINESS

Optical discs in general have experienced a decline in unit sales for the last several years with only the new Blu-ray format increasing in sales.

This overall decline in optical discs distribution is the result of fast and convenient on-line distribution. Many consumers with broad band internet access find obtaining content on-line much more convenient than purchasing physical media. This is due to the continual decrease in the costs of on-line bandwidth, improvements in content compression, the proliferation of mobile viewing devices with smaller screens (and thus lower resolution requirements) as well as increased levels of cloud storage to support download and streaming markets.

CD-R disc sales continued to be below global volume of DVD discs in 2013. Revenues were influenced by declining volume, with average unit pricing stabilizing, It is now estimated that there is 40% more supply than demand for CD-R discs. Manufacturers continue to adjust production, and much of this excess capacity is not operational. It is expected that manufacturers will continue to decrease CD-R capacity, hoping to keep supply at levels that will assure profitability. Taiwan dominates manufacturing for CD-R discs, now representing 66% of global capacity.

Disc volume is influenced by the installed base of optical writers that burn CDs. This includes CD writers, CD Combo drives, DVD writers, and some of the BD writers.

Disc manufacturers are retiring CD-R capacity and in some cases converting production lines to DVD recordable capacity. Several companies are further reducing manufacturing capacity by stopping less-productive lines. There is adequate CD-R capacity to support industry needs in the future.

Industry Profitability

The optical storage media industry is a commodity business with very low switching costs for consumers. This creates intense competition in the industry, which dramatically drives down prices and, therefore, operating margins. The net profit margin in this industry is 8.6%, but the net operating margin is 2-3% however this margin is achievable only if the economies of scale and volume is reached and the manufacturing facility are run at installed capacity. Many suppliers are available in India, Taiwan, and other parts of Asia because the barriers to entry in the manufacturing business are very low. As of 2004, about 77% of the CD-R optical storage manufacturing industry was located in Asia (39%) and Taiwan (38%), with only 3% in the United States. Additionally, 75% of the world’s DVDs are manufactured in Taiwan, 15% in Japan, and 8% in Asia. The multitudes of suppliers compete with each other on cost and quality, and, therefore, exert low bargaining power on the companies buying from them. However, there are some risks to outsourcing, as off-shore manufacturers may be able to forward-integrate and directly sell these optical storage products (CDs and DVDs) that are towards the end of their life cycles in markets that are not currently dominated by other prominent players.

Other industry inputs are labor, capital, and marketing. While the manufacturing end is highly automated and not very capital intensive, massive research and development expenditures are required in order to be innovative and, thus, competitive. Marketing and advertising are mostly commodity-like in nature and therefore, do not exert much influence on these companies.

RISKS, OPPORTUNITIES AND THREATS

Euro Multivision Limited aims to address risks, opportunities and threats posed by the business environment by developing appropriate risk mitigation measures. Our responses to these elements are discussed in the following section:

• Technology RisksWe are in technological businesses whether it is manufacturing of PV cells or Optical Discs, where a key


47

challenge is to ensure that the manufacturing facilities are equipped with technologies that can produce value added products, which are competitive in the market.We have a developmental plan in place, which is oriented towards improvements in the existing processes and product capabilities by in house team and deployment of external technological advancements.

• Forex RisksThrough its nature of business, the company operates in several currencies. Volatility in currency markets can adversely affect the outcome of commercial transactions and cause uncertainties. We have foreign exchange policies in place to protect the margins against rapid and significant foreign exchange movements.

• Risks pertaining to legal actions by the BanksThe banks have taken action under the provisions of SARFAESI Act, which have been contested by the company in BIFR and Debt Recovery Tribunal. The matter is subjudice as yet.

Threats• Substantial decline in price of Solar Photovoltaic Cells and erosion in demand.• Non-utilization of our available manufacturing capacity.• Reduction in, or elimination of, subsidies and economic incentives for on-grid solar energy applications.• The solar industry is dominated by European countries and any downturn in these markets cause impact on

the industry growth.• The solar market is growing and competition is resulting decline in market share and margins.• 60% raw material cost is silicon wafer and its manufacturing is dominated by large / limited players.• Continued dumping of PV Cells at cheap prices, however, Domestic Content may void the impact of dumping• Technological Advancement and Improvement in Cell Efficiency has huge impact product marketability.• New Optical Storage media options and their affordability is a huge threat for CDR and DVDR products.


48

ToThe Members Euro Multivision Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of Euro Multivision Limited (“the Company”), which comprise the

stBalance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (‘the Act) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the Accounting Standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over the financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Qualified Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, except for the matters illustrated and described in the Basis for Qualified Opinion herein below, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting

stprinciples generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The attention is invited to the note no. 24(6), the Company’s financing arrangements have expired and the amount outstanding is overdue for repayment since January, 2011 in the case of Term Loans from Cosmos Bank and since April, 2011 in case of Term Loans from State Bank of India. The Company has been unable to either renegotiate, restructure or obtain replacement financing and the banks have initiated legal proceeding for recovery from the Company with the Debt Recovery Tribunal. In addition to this, the Company has continuously been incurring

stsubstantial losses since past few years and as of 31 March, 2015, the Company’s current liabilities exceeds its current assets by 33,735.82 lakhs. Further, the net worth of the Company has been fully eroded and the Company `

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS


49

has filed for registration u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon’ble Board for Industrial & Financial Reconstruction.

All the above events indicate a material uncertainty that casts a significant doubt on the Company’s ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial results do not disclose the fact that the fundamental accounting assumption of going concern is not followed.

2. The Company has not provided interest on unsecured loan amounting to 233.07 lakhs (Previous year 154.33 st stlakhs) for the year ended 31 March, 2015. Had the same been provided the loss for the year ending 31 March, 2015

will increase by 233.07 lakhs (Previous year 154.33 lakhs) and the corresponding liability will also increase by st 233.07 lakhs as at 31 March, 2015 (Previous Year 154.33 lakhs).

3. The Company has not provided for impairment or diminishing value of its assets/investment as per ‘Accounting Standard 28 – Accounting for Impairment of Assets’ as notified under the Companies (Accounting Standards)

thRules, 2006 read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the management and hence the same is not ascertainable.

Report on other legal and regulatory requirements

4. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as ‘the Order’), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

5. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014, except for as stated in basis for qualifications above.

e) On the basis of written representations received from the directors as on March 31, 2015, none of the directors are disqualified as on March 31, 2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015, on its financial position in its financial statements;

ii) The Company has made provision as at March 31, 2015 as required under the applicable law or Accounting Standards for material foreseeable losses, if any, on long-term contracts including derivative contracts except as stated in basis for qualifications above;

iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

For Deepak Maru & Co.Chartered AccountantsICAI Firm Regn. No.:115678W

Jaymin P. ShahPartnerMem.No.118113 Place : Mumbai

` `

` `` `


50

(Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Euro Multivision Limited on the financial statements as of and for the year ended March 31, 2015)

(1) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(2) In respect of its Inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

(4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of inventory, fixed assets and with regards to the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weakness in the aforesaid internal control system.

(5) In our opinion and according to the information and explanations given to us, the Company during the year has not accepted any deposits from the public within the meaning of section 73 & 76 of the Act and the Rules framed there under to the extent notified. However in respect of deposits accepted by the company before the commencement of this Act, within the meaning of section 74 & 75 of the Act and the Rules framed there under to the extent notified, the principal amount of such deposits and interest due thereon remained unpaid even after expiry of one year from such commencement and the Company has not filed a statement within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar details as prescribed u/s.74(1)(a).

(6) The Central Government of India has not specified the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the products of the Company.

(7) In respect of Statutory Dues:

a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company has been facing liquidity stress since past few years due to which there were delays in depositing various undisputed statutory dues with appropriate authorities including provident fund, employee’s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable to it and

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT


51

there are no arrears of outstanding statutory dues as at the year end for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, as at March 31, 2015, which have not been deposited on account of any dispute. However there are dues of income tax which have not been deposited on account of a dispute which are as under:

c) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

(8) The Company has accumulated losses at the end of financial year and also had the same at the end of the immediately preceding financial year. Further the Company has incurred cash losses during the financial year covered by our audit and also during the immediately preceding financial year. The accumulated losses of the Company have exceeded its net worth.

(9) In our opinion and according to the information and explanations given to us the Company has defaulted in repayment of loans and interests dues to the banks and financial institution. The principal outstanding of Term Loans and Cash Credit facilities amounts to 20,307.50 lakhs and overdue interest amounts to 14,850.47 lakhs as at March 31, 2015, subject to reconciliation with the banks. The period of default ranges around 51 months.

(10) In our opinion and according to the information and explanations given to us, the Company has not given the guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of the clause 3(x) of the Order are not applicable to the Company.

(11) The Company has not raised any term loan during the year. Accordingly, the provisions of clause 3(xi) of the Order are not applicable.

(12) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Deepak Maru & Co.Chartered AccountantsICAI Firm Registration No:115678W

Jaymin P. ShahPartnerMem.No.118113 Place : Mumbai Date : May 30, 2015

``

Income Tax Demand arisen pursuant 43.08 Financial Year to assessment lakhs 2011-12 Income Tax (Appeals)

Commissioner of

Name of the Statute

Nature of Dues Amount `

Period to which the amount relates

Forum where the dispute is pending


BALANCE SHEET AS AT MARCH 31, 2015

Particulars Note

No. March, 31 2014

(Amount in )`

As at As at

(Amount in )`

March,31 2015

52

For DEEPAK MARU & CO. For and on behalf of the Board ofEURO MULTIVISION LIMITEDICAI Firm Registration No. 115678W

Chartered Accountants

EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 1 238,000,490 238,000,490

Reserves & Surplus 2 (2,314,608,565) (981,465,484)

Total (2,076,608,075) (743,464,994)

Non-Current Liabilities

Long-term borrowings 3 176,572,149 198,029,701

Long-term provisions 4 - 1,906,464

Total 176,572,149 199,936,165

Current Liabilities

Short-term borrowings 5 649,053,730 649,065,730

Trade payables 33,284,601 14,271,041

Other Payable 2,395,163 10,164,946

Other current liabilities 6 2,872,653,698 1,611,797,558

Short-term provisions 7 11,766,880 9,540,373

Total 3,569,154,071 2,294,839,648

GRAND TOTAL 1,669,118,145 1,751,310,819

ASSETS

Non-Current Assets

Fixed assets

(i) Tangible assets 8 1,451,940,405 1,591,889,776

(ii) Intangible assets 8 3,751 3,751

Non-current investments 9 100,000 100,000

Long-term loans and advances 10 21,501,957 21,180,473

Total 1,473,546,113 1,613,174,000

Current Assets

Inventories 11 53,721,190 51,964,079

Trade receivables 12 67,558,935 17,809,562

Cash and bank balances 13 23,957,510 25,905,880

Short term loans and advances 14 7,672,260 4,687,936

Other current assets 15 42,662,137 37,769,362

Total 195,572,032 138,136,819

Significant accounting policies 23

Notes to financial statements 1 to 24

GRAND TOTAL 1,669,118,145 1,751,310,819

As per our report of even date

Jaymin Shah

Partner Membership Number - 118113

Anish Shah

Director

Rajababu Kalla

DirectorHitesh Shah

CFO

Place : MumbaiDate : May 30, 2015



STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2015

For the year ended For the year ended

March 31, 2015 March 31, 2014

(Amount in ) ` (Amount in ) `

Particulars Note

No.

53

INCOME

Revenue from operations (Net) 16 159,125,813 147,018,037

Less:Excise duty and cess 11,246,327 12,740,911

147,879,486 134,277,126

Other income 17 76,268,560 6,087,063

Total 224,148,046 140,364,189

EXPENSES

Cost of raw materials consumed 18 80,646,966 60,071,860

Purchase of traded goods 19 13,585,339.00 -

(Increase) / Decrease in inventories of finished goods,

work in progress and traded goods 19 (3,574,726) 21,241,811

Employees benefit expense 20 22,448,710 25,718,449

Other expense 21 47,093,113 42,212,807

Total 160,199,402 149,244,927

Earnings Before Interest, Tax and Depreciation (EBITDA) 63,948,644 (8,880,738)

Finance cost 22 1,254,016,926 2,506,163

Depreciation & Amortization 8 140,984,416 190,190,662

Profit / (Loss) before tax for the period (PBT) (1,331,052,698) (201,577,564)

Tax expences

Prior period tax - -

Current tax - -

Deferred tax - -

Profit / (Loss) for the period from continuing operations (1,331,052,698) (201,577,564)

Earning per share ( Face value of 10/- per share)

Basic (55.93) (8.47)

Diluted (55.93) (8.47)

Significant accounting policies 23

Notes on financial statement as per our report of even date 1 to 24

`




Jaymin Shah


Anish Shah

Director

Rajababu Kalla

DirectorHitesh Shah

CFO




CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

Particulars As at March 31, 2014

(Amount in `)

As at March 31, 2015

(Amount in `)

54

Cash flow from operating activities:

Net Profit before tax and extraordinary items (1,331,052,698) (201,577,564) Adjustments for : Depreciation 140,984,416 190,190,662 Interest Expense 1,254,016,926 2,506,163 Loss on Sale of Fixed Assets - 286,651 Other Income (5,573,437) (23,309,004) Dividend Received (12,000) 1,389,415,905 (12,000) 169,662,472 Operating profit before working capital changes 58,363,207 (31,915,092) Adjustments for:Decrease / (Increase) Trade & other receivables (49,749,373) 21,770,890 Decrease / (Increase) Inventories (1,757,111) 25,296,011 Decrease / (Increase) Other Current Assets (8,198,583) 24,773,383 Increase /(Decrease) Trade Payables and Current Liabilities 1,272,419,960 1,212,714,893 (11,316,266) 60,524,018

Cash generated from operations 1,271,078,100 28,608,926 Direct tax - - Cash flow before extraordinary items 1,271,078,100 28,608,926 Extraordinary items - - Net cash from operating activities 1,271,078,100 28,608,926

Cash flow from investing activities:

Purchase of fixed assets (3,125,430) (452,000)Dividend Received 12,000 12,000 Sale / Disposal of fixed assets - 807,000 Net cash used in investing activities (3,113,430) 367,000

Cash flow from financing activitiesProceeds from borrowings - - Repayment of Borrowings (21,469,552) (48,688,003)Finance Cost (1,254,016,926) (2,506,163)Other Income 5,573,437 23,309,004

Net cash used in financing activities (1,269,913,041) (27,885,162)Net increase in cash and cash equivalents (1,948,370) 1,090,764 Cash and Cash equivalents as at the beginning of the year 25,905,880 24,815,116 Cash and Cash equivalents as at the end of the year 23,957,510 25,905,880




Jaymin Shah



Anish Shah

Director

Rajababu Kalla

Director


Hitesh Shah

CFO


NOTES FORMING PART OF THE BALANCE SHEET


(Amount in `)


(Amount in `)

23,800,049 - 23,800,049 -

- - - -

- - - -

23,800,049 - 23,800,049 -

No. of Shares held

% of Holding No. of Shares held

% of Holding

4,933,053 20.73 -

4,925,223 20.69 4,925,223

Terms / Rights attached to Equity Shares

Shares in the company held by each shareholder holding more than 5 percent shares

Shares outstanding at the end of the year (in lakhs)

Shares bought back during the year (in lakhs)

Note - 1

SHARE CAPITAL

Authorized

2,81,50,000 Equity Shares of 10 each`

1,85,000 - 5 % Cumulative Redeemable Preference Shares of ` 100/- each

Shares Issued during the year (in lakhs)

Opening Balance

Closing Balance

Surplus

RESERVES & SURPLUS

Securities Premium Account

Nenshi L Shah (in lakhs)

Rayshi L Shah (in lakhs)

Note - 2

Shares outstanding at the beginning of the year (in lakhs)

Equity

Shares

Equity

Shares

Preference

Shares

Reconciliation of the number of shares Outstanding

Issued, Subscribed and fully paid up

2,38,00,049 Equity Shares of face value of 10/- each`

Preference

Shares

300,000,000

281,500,000

238,000,490 238,000,490

281,500,000

18,500,000

238,000,490238,000,490

300,000,000

18,500,000

The Company has only one class of equity shares having a par value of 10/- per share. Each holder of equity shares is entitled to one vote per share. No dividends were proposed by the Board of Directors for the financial year 2014-2015. In the event of liquidation of the company, equity shareholders will be entitled to receive remaining assets in proportion to the number of shares held by them.

Terms / Rights attached to Preference SharesThe Company has only one class of preference shares having a par value of ̀ 100/- per share. No preference shares have been issued by the Company.

`

55

572,003,185

572,003,185

572,003,185

572,003,185

-

20.97

- - 4,933,053 Suresh L Shah (in lakhs) 21.01

Opening balance (1,553,468,669) (1,351,891,105)

Transitional Adjustments to Carrying Value of Tangible

Assets whose revised useful life has expired (2,090,383) -

Add:(Net loss) for the year (1,331,052,698) (201,577,564)

Closing balance (2,886,611,750) (1,553,468,669)

Total (2,314,608,565) (981,465,484)




(Amount in `)


(Amount in `)

LONG TERM BORROWINGS

SECURED LOANS

Note - 3

• During the year 2011-2012, the Company had incurred significant losses which had resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the Company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. In the course of time in 2011-2012, there became default in the repayment obligations of banks and the relevant loan accounts – Term Loans, Cash Credit Accounts and devolvement of letters of credit.

• Consequently the Company had received summons/notice from the office of Debt Recovery Tribunal-II, Ahmedabad Gujarat in response of the application filed by State Bank of India Baroda Gujarat vide O.A. No. 56/2012 for the recovery of their loan under Section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

• The Company had received notices u/s 13(2) of Securitization & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 from The Cosmos Co-op Bank Ltd and State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. Further, State Bank of India has taken symbolic possession of the immovable property of Optical Disc and Solar Photovoltaic Cells Unit under the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest Act, 2002 and in exercise of the powers under Section 13(4) of the said Act read with rule 8 of the security Interest (Enforcement) rules 2002.

• In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended as on March 31, 2012, and being mandatory, filed the reference U/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon’ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon’ble BIFR and hearings of which are in the process for determination of sickness.

• In the light of above scenario, all term loans from banks are no longer treated as long term borrowings, but have been classified as Current maturities of Long Term Borrowings under Other Current Liabilties in Note No.6.

• Unsecured Loans classified as loans from related parties if any, and other loans and advances carries interest rate not exceeding 12% p.a.

• Term Loan from Banks are secured by hypothecation and mortgage of fixed assets of the Company situated at its Optical Disc Unit and Solar Cells Unit (in Special Economic Zone) at Bhachau, Kutch, Gujarat, and guaranteed by erstwhile Directors, Mr. Nenshi Shah, Mr.Hitesh Shah, Mr.Rayshi Shah, Mr.Suresh Shah and Mr.Chirag Shah of the Company in their personal capacity.

• The sanctioned Term Loan of 33,75,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a., subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of

76,80,000/- each alongwith interest. The principal outstanding is due since January 2011 and interest is outstanding since March 2011.

• The sanctioned Term Loan of 10,50,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a, subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of 23,89,073/- each alongwith interest. The principal outstanding is due since January 2011 and interest outstanding is due since April 2011.

`

`

``

Current Current Non Current

56

Non Current

Term loans from banks

- The Cosmos Co-op Bank Ltd 458,781,052 - 458,781,052 -

- State Bank of India 919,426,759 - 919,426,759 -

1,378,207,811 - 1,378,207,811 -

Loans from related parties - 71,994,048 - 76,887,149

Other loans - 104,578,101 - 121,142,552

- 176,572,149 - 198,029,701

Total long term borrowings 1,378,207,811 1,378,207,811 198,029,701176,572,149



• The sanctioned Term Loan of 2,94,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a, subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of 6,68,940/- each alongwith interest. The principal outstanding is due since January 2011 and interest outstanding is due since April 2011.

• The sanctioned Term Loan of 80,00,00,000/- from State Bank of India, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 12.25% p.a. with monthly rest and biennial reset clause, is repayable in 20 equal quarterly installments of 4,00,00,000/- each.The principal outstanding is due since April 2011 and interest is outstanding since June 2011.

• The sanctioned Term Loan of 36,00,00,000/- from State Bank of India, carrying interest of minimum (subject to revision at the bank's discretion based on the changes in SBAR) @ 10.00% p.a. is repayable in monthly installments of 1,27,81,000/- each. The balance of principal outstanding is due since June 2011 and interest is outstanding since July 2011.

` `

`

`

` `

57

Note - 4

LONG TERM PROVISIONSProvision for Employee Benefits - Gratuity

- Leave Encashment (unfunded)


(Amount in `)


(Amount in `)

Cash Credit Facilties from

- The Cosmos Co-op Bank Ltd

- State Bank of India

Loans Repayable on demandSECURED LOANS

SHORT TERM BORROWINGS

Note - 5

• During the year 2011-2012, the Company had incurred significant losses which had resulted in erosion of its net worth. Consequently the Company had received summons/notice from the office of Debt Recovery Tribunal-II, Ahmedabad Gujarat in response of the application filed by State Bank of India Baroda Gujarat vide O.A. No. 56/2012 for the recovery of their loan under Section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

• The Company has received notices u/s 13(2) of Securitization & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 from The Cosmos Co-op Bank Ltd and State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. Further, State Bank of India has taken symbolic possession of the immovable property of Optical Disc and Solar Photovoltaic Cells Unit under the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest Act, 2002 and in exercise of the powers under Section 13(4) of the said Act read with rule 8 of the security Interest (Enforcement) rules 2002.

• In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended as on March 31, 2012, and being mandatory, filed the reference U/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon’ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon’ble BIFR and hearings of which are in the process for determination of sickness.

• Secured on pari-passu basis, by hypothecation and mortgage of current assets of the company i.e stocks of raw materials, stocks in process, finished goods, stores, spares, book debts etc. towards its Optical Disc Unit and Solar Cells Unit (in Special Economic Zone) at Bhachau, Kutch, Gujarat and guaranteed by erstwhile Directors, Mr. Nenshi Shah, Mr. Hitesh Shah, Mr. Rayshi Shah, Mr. Suresh Shah and Mr. Chirag Shah of the Company in their personal capacity.

- -

-

329,329,424 319,736,306

649,065,730

329,317,424 319,736,306

649,053,730

1,534,224 372,240

1,906,464

• Provisions for Gratuity and Leave encashementsclassified as long term provisions have been re-classified and disclosed under short term provisions in current financial statements.




(Amount in `)


(Amount in `)

• The sanctioned cash credit facility of 16,65,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 13.00% p.a., is repayable on demand, and the account is overdrawn by 16,28,56,199/-.

• The sanctioned cash credit facility of 18,50,00,000/- from State Bank of India, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 13.25% p.a., with monthly rest is repayable on demand, and the account is overdrawn by 13,47,36,306/-.

`

`

`

`

Note - 7

58

Note - 6

OTHER CURRENT LIABILITIESCurrent maturities of long term borrowingsTerm loan - Cosmos Co - op Bank Ltd 458,781,052 458,781,052 Term loan - State Bank of India 919,426,759 919,426,759 Interest accrued & due on term loans 1,095,147,091 194,233,037 Interest accrued & due on working capital 389,781,699 36,520,037 Advance received from customers 6,801,624 6,006 Statutory dues payable 1,057,534 1,193,279 Credit card payments 157,938 81,235 Retention money payable 1,500,000 1,556,153

2,872,653,697 1,611,797,558

SHORT TERM PROVISIONSProvision for expensesProvision for salaries & wages 4,252,466 2,711,773 Provision for leave salaries & bonus 1,043,713 854,834 Provision for provident fund 32,732 236,960 Audit fees payable 328,653 196,630 Provision for Gratuity 1,422,624 - Provision for other expenses 2,118,362 2,971,846 Provision for taxProvision for income tax (MAT), FBT 2,568,330 2,568,330

11,766,880 9,540,373


59


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(Amount in `)


(Amount in `)

60

Note - 9

NON CURRENT INVESTMENTS (AT COST)Long term investments:Non-trade and unquoted:Investment in equity instruments1000 Equity shares of 100 each of Cosmos Co-op. Bank Limited 100,000 100,000

100,000 100,000 `

Note - 10

LOANS AND ADVANCESLong termIncome tax / FBT advances 7,004,486 6,683,002 MAT credit receivable 11,950,981 11,950,981 Excise duty refund receivable 1,936,003 1,936,003 Sales tax refund receivable 610,487 610,487

21,501,957 21,180,473

Note - 11

INVENTORIESFinished goods 8,657,567 6,170,050 Work in progress and semi finished goods 4,253,888 3,166,679 Raw materials 37,584,844 39,780,796 Packing material 3,224,891 2,846,554

53,721,190 51,964,079

Note - 12

TRADE RECEIVABLESTrade receivables outstanding for a period less than six months from the date they are due for paymentSecured, considered good - - Unsecured, considered good 12,880,719 9,061,715 12,880,719 9,061,715 Trade receivables outstanding for a period exceeding six months from the date they are due for paymentSecured, considered good - - Unsecured, considered good 67,435,450 84,526,239 Less: Provision for doubtful debts 12,757,234 75,778,392

54,678,216 8,747,847 Total 67,558,935 17,809,562

Note - 13

CASH AND BANK BALANCESCash and Cash EquivalentsCash on hand 120,967 192,264 Balances with banksCurrent accounts (3,899,457) (2,022,384)Other bank balancesFixed deposit against LC margin money 14,635,000 14,635,000 Fixed deposit against bank guarantees * 13,101,000 13,101,000

23,957,510 25,905,880

* The Company has imported various Capital Goods under the Export Promotion Capital goods Scheme (EPCG), of the Government of India, through various licenses, at concessional rates of Custom Duty on an undertaking to fulfill quantified exports within a period of eight years from the date of respective licenses. The said bank guarantee has been furnished to various Custom authorities for this purpose.




(Amount in `)


(Amount in `)

61

Note - 14

SHORT TERM LOANS AND ADVANCES Prepaid insurance 17,321 20,046 Prepaid expenses 34,483 21,923 Staff advances 1,261,711 1,692,017 DEPB licence - 12,277 Insurance A/c 1,545 3,019 RG 23 Part II (excise) 195,152 37,461 Interest accrued and receivable on security deposit 417,451 394,260 Advances to suppliers 5,711,193 2,139,459 Excise duty PLA A/c - 95 Other short term loans and advances 33,404 33,404 Service tax refund receivable - 333,975

7,672,260 4,687,936

Note - 15

OTHER CURRENT ASSETSDeposits-Accrued interest on bank guarantees/LC margins 25,595,819 20,728,044 Deposits-Share Link Deposits of Cosmos Bank 11,612,489 11,612,489 Deposits-Security Deposits for various faciltiies 5,453,829 5,428,829

42,662,137 37,769,362

14.1 Disclosuer as per Clause 32 of Listing Agreement

(a) Loans and Advances in the nature of loan given to Related Parties or Subsidiaries

` `



Maximum Amount due at any time during the Year Ended March 31, 2015


``

- - - -

(b) Loans and Advances in the nature of loan given to Related Parties or Subsidiaries

` `





``

Employee Loan given in the ordinary course of thebusiness and as per the service rules of the Company, where there are no repayment schedule and no interest or at an interest rate below which is specified in Section 186 of the Companies Act, 2013

14.2 The Company has not granted any Inter Corporate Deposits during the year.

1,261,711 1,692,017 808,565 793,569

N.A.

REVENUE FROM OPERATIONSSale of productsFinished goods 152,120,739 129,661,007 Traded goods 3,493,720 - Revenue from operations (gross) 155,614,459 129,661,007 Less:Excise duty and cess 11,246,327 12,740,911 Revenue from operations (net) 144,368,132 116,920,096

Details of products soldFinished goods sold (excluding excise duty and cess)Optical discs 119,117,153 116,920,096 Solar photovoltaic cells 25,250,979 - Total 144,368,132 116,920,096 Traded goods soldSolar photovoltaic cells 3,493,720 - Other Operating Income Commission on Solar Cells Deals 3,511,354 2,357,030 EPC Services for Solar Power Generation - 15,000,000 Total 3,511,354 17,357,030 Total 147,879,486 134,277,126

COST OF RAW MATERIALS CONSUMEDInventories at the beginning of the yearRaw materials 39,780,796 43,306,833 Packing materials 2,846,554 3,374,717 Total 42,627,350 46,681,550 Add : PurchasesRaw materials 76,002,652 54,350,746 Packing materials 2,826,698 1,666,914 Total 78,829,350 56,017,660 Inventories at the end of the yearRaw materials 37,584,843 39,780,796 Packing materials 3,224,891 2,846,554 Total 40,809,734 42,627,350 Cost of raw materials consumed 80,646,966 60,071,860

OTHER INCOMEDividend income on equity shares of the Cosmos Co-op Bank Ltd 12,000 12,000 Damage Claim received 20,266 91,913 Quantity discounts received - 233,364 Insurance claim received - 686,822 Provision of Doubtful Debts Reversed 63,021,158 - Liabilities Not Payable Written Off 7,661,965 - Interest received / accrued on bank deposits 5,089,336 4,570,962 Interest received on security deposit 463,835 438,067 Interest received on income tax (AY 2009-2010) - 22,759 Profit on Sale of Assets - 31,176 Total 76,268,560 6,087,063


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNT

Particulars For the year ended

March 31, 2014

For the year ended

March 31, 2015

62

Note - 17

Note - 16

(Amount in `) (Amount in `)

Note - 18




March 31, 2014

For the year ended

March 31, 2015

63


Note - 19

(INCREASE) / DECREASE IN INVENTORIESInventories at the beginning of the yearFinished goods 6,170,050 25,716,190 Semi finished goods / WIP 3,166,679 4,862,350 Traded goods - - Total 9,336,729 30,578,540 Inventories at the end of the yearFinished goods 8,657,567 6,170,050 Semi finished goods / WIP 4,253,888 3,166,679 Traded goods - - Total 12,911,455 9,336,729

3,574,726 21,241,811 Details of purchase of traded goodsSolar photovoltaic cells 13,585,339 - Total 13,585,339 -

Details of inventoryFinished goodsOptical discs 8,028,678 5,743,246 Solar photovoltaic cells 628,890 426,804 Total 8,657,568 6,170,050

Traded goodsSolar photovoltaic cells 201,436 - Total 201,436 -

Note - 20

EMPLOYEES BENEFIT EXPENSESalaries,bonus and leave salary 19,836,272 22,708,963 Contribution to provident fund and other fund 338,567 777,235 Gratuity expenses * 86,539 90,363 Staff welfare expenses 159,926 23,979 Canteen expenses 2,027,406 2,117,529 Medical expenses - 380

22,448,710 25,718,449




March 31, 2014

For the year ended

March 31, 2015


Note - 21

OTHER EXPENSEPower & fuel 32,555,393 26,418,268 Freight & transport charges 763,347 437,934 Consumables of spares,electricals & others 1,253,522 1,809,131 Labour charges 1,125,795 796,442 Miscellaneous expenses (548,213) (413,598)Conveyance & travelling 1,049,744 887,919 Fees & subscription 2,368,341 2,029,141 Insurance charges 81,034 406,536 Rates and taxes 668,818 201,868 Repairs & maintenance - Plant & machinery 1,168,113 1,644,125 - Building 56,964 10,130 - Others 390,734 235,375 Auditors remuneration 418,540 460,000 Books & periodical 2,550.00 - Motor vehicle expenses 727,782 701,476 Postage & telegram charges 128,744 90,217 Printing & stationery 155,342 131,645 Security expenses 927,820 1,780,558 Excise duty and service tax expenses 368,323 480 Telephone expenses 573,268 540,505 Advertising and sales promotion expenses 502,160 114,972 Directors Remuneration 1,000,000 2,600,000 Electricity expenses 167,180 28,320 Rent 1,164,642 703,097 Entertainment expense - 2,527 Loss on sales of fixed assets - 317,828 Office expenses 23,170 277,913

47,093,113 42,212,807 Payment to auditorsAudit fees 357,866 400,000 Other services 60,674 60,000

418,540 460,000

Note - 22

FINANCE COST Interest 472,324,326 1,547,910 Other finance charges 114,925 88,480 Net gain / (loss) on foreign currency transactions (367,324) 869,773 Exceptional Items (Bank Interest Provision 2012-13-14) 781,944,999 -

1,254,016,926 2,506,163

64

Exceptional Items represent the Interest Expenses for the F.Y.2012-13 amounting to 36,63,45,232.00 and for the F.Y.2013-14

amounting to 41,55,99,767.00 both aggregating to 78,19,44,999.00 on various credit facilities availed by the Company from banks which were not previously charged to profit and loss accounts for the respective years, have been charged to the profit and loss account in the current year and the same are subject to reconciliation with banks. Further Interest Expenses amounting to

472230716.00 relating to the current financial year which were not accounted for in previous three quarters have also been accounted in the last quarter of FY 2014-2015.

`` `

`


SIGNIFICANT ACCOUNTING POLICIES AS AT MARCH 31, 2015

65

(a) Corporate InformationEuro Multivision Limited (the Company) is a public company domiciled in India and incorporated under the provision of the Companies Act,1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the manufacturing and selling of Optical Discs and Solar Photovoltaic Cells. The company caters to both domestic and international markets.

(b) Basis of preparationThese financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the Accounting Standards notified under section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, 2013.

(c) System of Accounting and Use of estimates• The Company follows the mercantile system of accounting and recognises income and expenditure on an accrual

basis except in case of significant uncertainties.• Financial statements are prepared under the historical cost convention. These costs are not adjusted to reflect the

impact of changing value in the purchasing power of money.• Estimates and assumptions used in the preparation of the financial statements and disclosures are based upon

Management's evaluation of the relevant facts and circumstances as of the date of the financial statements, which may differ from the actual results at a subsequent date.

(d) Tangible fixed assetsFixed assets are stated at cost. The Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use and also comprises of borrowing costs attributable to acquisition and construction of assets up to the date when such asset is ready for its intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day to day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

(e) Depreciation/Amortization Tangible Assets

• From the current year, depreciation is provided on a pro rata basis on the straight line method (SLM method) over the useful lives of the respective assets as defined in Schedule II-Part 'C' of the Companies Act, 2013 as against the past practice of computing depreciation at rates with reference to the life of the assets subject to the minimum rates provided by Schedule XIV of the Companies Act,1956.

• Depreciation on additions is being provided on a pro-rata basis from the date of such additions.

• Depreciation on assets sold, discarded or demolished during the year is being provided at their rates upto the date on which such assets are sold, discarded or demolished.

Intangible AssetsThese are amortised equally over a period of thirteen years.

(f) LeasesOperating LeaseLeases other than finance lease, are operating leases, and the leased assets are not recognised on the Company’s balance sheet. Payments under operating leases are recognised in Profit and Loss Account on a straight-line basis over the term of the lease.

(g) Borrowing CostsBorrowing Cost attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capiatlised as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.



66

(h) Impairment of AssetThe carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

(i) InvestmentsInvestments, which are readily realizable and intended to be held for not more than one year from the date on which such investment are made, are classified as current investments. All other investments are classified as long term invetments. Long term investments are stated at cost of acquisition. Diminution in value of such long term investments is not provided for except where determined to be of permanent nature.

(j) InventoriesItems of inventories are measured after providing for obsolescence,if any. Cost of inventories comprises of cost of purchases, cost of estimated conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition.

(i) Raw Material/ Packing material is valued at cost or Net realizable value whichever is lower. Cost is arrived on FIFO basis

(ii) Finished Goods- Valued at material cost plus estimated conversion cost(iii) Work in progress- Valued at material cost plus estimated conversion cost

(k) Cash Flow StatementCash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(l) Revenue RecognitionRevenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue.Dividend income is recognised when right to receive is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and rate applicable.

(m) Foreign Currency transactions• Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the

transaction or that approximates the actual rate at the date of the transaction.• Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of items

which are covered by forward exchange contracts, the difference between the year end rate and rate on the date of the contract is recognised as exchange difference and the premium paid on forward contracts is recognised over the life of the contract.

• Non monetary foreign currency items are carried at cost.• Any income or expense on account of exchange difference either on settlement or on translation is recognised in the

Profit and Loss account except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

(n) Employee BenefitsShort term employee benefits are recognised as an expense at the undiscounted amount in the Profit and Loss account of the year in which the related service is rendered.

Post employment and other long term employee benefits are recognised as an expense in the Profit and Loss account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using acturial valuation techniques. Acturial gains and losses in respect of post employment and other long term benefits are charged to the Profit and Loss account.



67

Provident FundEligible Employees of Euro Multivision Ltd at plant receive benefits from provident fund, which is a defined contribution plan. Both the employee and the company make monthly contributions to the provident fund equal to a specified percentage of the covered employee's salary.

Employees Group Insurance SchemeEuro Multivision Ltd contributes towards Employee's Group Insurance Scheme, which is a defined contribution plan for its employees at plant. Liabilities with regard to Gratuity plan are determined by actuary valuation at balance sheet date using the projected unit credit method.

Leave EncashmentsThe Company provides for the encashment of leave to its employees at plant subject to certain rules and is recognized as long term compensated absence. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilised leave at each balance sheet date on the basis of an independent actuarial valuation. The Company provides for the encashment of leave to its employees at head office and sales departments on an yearly basis and hence recognized as short term compensated absence.

(o) Taxes on IncomeProvision for current tax is made after taking into consideration benefits admissible under the provisions of the Income-tax Act, 1961. Deferred tax resulting from ''timing difference'' between taxable and accounting income is accounted for using the tax rates and laws that are enacted of substantively enacted as on the balance sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is virtual certainty that the asset will be realised in future.

Minimum Alternate Tax (MAT) eligible for set-off in subsequent years (as per tax laws), is recognised as an asset by way of credit to the Profit and Loss Account only if there is convincing evidence of its realisation. At each Balance Sheet date, the carrying amount of MAT Credit Entitlement receivable is reviewed to reassure realisation.

(p) Earnings per shareBasic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of claulating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(q) Provisions and Contingent LiabilitiesA provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are neither recognised nor disclosed in the financial statements.


68

NOTE 24

1 Related Party TransactionsRelated parties during the year March 31, 2015 :

(a) Directors (1) Rajababu Kalla [2] Mr.Anish Shah [3] Mr.Hansraj Gala [4] Mr.Sanjay Nandu [5] Mrs.Forum Shah

(c) Relatives of Directors/Key Managerial Personnel

(d) Enterprise Having common Key Management Personnel and/or their relatives as the Reporting Enterprises

NOTES FORMING PART OF THE ACCOUNTS AS AT MARCH 31, 2015

Enterprise Having common Key Management

Personnel and/or their relatives as

the Reporting Enterprises

Particulars

Relatives of Directrs /

Key Manageral Personnel

Key

Managerial

Personnel

Directors

As at March 31, 2015Sr No. Total

(a) Remuneration of Directors

Mr.Rajababu Kalla 1,000,000 1,000,000 - - -

(b) Remuneration of Key

Managerial Personnel

Mr.Hitesh Shah (CFO) 379,032 - 379,032 - -

Total 1,379,032 1,000,000 379,032 - -

(c) Loans and Advances Taken #

Relatives of Key Managerial

Personnel

Dhaval Shah HUF 3,319,759 - - 3,319,759 -

Relatives of Directors

Sushila Gala 1,806,898 - - 1,806,898 -

Total 5,126,657 - - 5,126,657 -

(d) Associate Concerns

Gurukul Enterprises Private Limited 14,510,583 - - - 14,510,583

Disti Multimedia & Communications

Pvt Ltd 31,837,033 31,837,033

Total 46,347,616 - - - 46,347,616

Note : Related party relationship have been identified by the management and relied upon by the Auditors.

Key Managerial Personnel (1) Rajababu Kalla [2] Hitesh Shah (CFO)(b)

(1) Shantilal L Shah (5) Dhaval Shah - HUF

(2) Sonalben S Shah (6) Dhaval S Shah

(3) Manjari H Shah (7) Forum D Shah

(4) Hitesh S Shah - HUF (8) Sushila H. Gala

[1] Neelam Metal & Hardware [5] Disti Multimedia & Communications Pvt Ltd

[2] Gurukul Enterprises Private Limited [6] Zenith Corporation

[3] Euro Décor Private Limited [7] Monex Stationers

[4] Kanch Ghar

# Represents Closing Balances as at period end.



Enterprise Having

common Key

Management

Personnel and/or

their relatives as

the Reporting

Enterprises

Particulars

Relatives of

Promoters Key

Managerial

Personnel

Promoters/ Directors

As at March 31, 2014Sr No. Total

(a) Remuneration of Directors - -

Mr.Rajababu Kalla 2,600,000 - 2,600,000

Total 2,600,000 - 2,600,000 - -

Related parties during the year March 31, 2014:

Note: Since all the erstwhile Directors, have resigned, there are no related party transactions during the financial year 2013-2014.

2

[A] Defined Contribution Plan:

The Company has recognized the following amounts in Profit & Loss Account as contributions to funds

Particulars

Employer's Contribution to Provident Fund

Employer's Contribution to Employee's State Insurance

[B] Defined Benefit Plan :

2015 2014 2015

[I]

Gratuity Leave EncashmentsParticulars

2014-2015

300,199

-

2014

[II]

[III]

[IV]

The Company has Gratuity Policy and below liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Accounting Standard 15 (Revised), the details of which are as hereunder :

Changes in the present value of obligationsPresent value of obligations as at the beginning of the year 1,534,224 1,892,361 372,240 334,972Interest cost 130,599 173,340 33,472 29,634 Current service cost 238,660 226,811 293,220 30,045 Benefits paid (198,139) - (8,839) (18,638)Acturial (gain)/loss on obligations 12,946 (758,288) (241,551) (3,773)Present value of obligations as at the end of the year 1,718,290 1,534,224 448,542 372,240

Changes in the fair value of plan assetsFair value of plan assets at the beginning of the year - 26,971 - - Expected return on plan assets - 3,372 - - Employer's contributions 198,139 30,598 8,839 18,638 Benefits paid (198,139) - (8,839) - Acturial gain/(loss) on plan assets - 1,416 - - Fair value of plan assets as at the end of the year - 62,357 - - Acturial gain/(loss) to be recognized 12,946 (759,704) (241,551) (3,773) Actual return on plan assets Expected return on plan assets - 3,372 - - Acturial gain/(loss) on plan assets - 1,416 - - Actual return on plan assets - 4,788 - -

Amount to be recognized in the balance sheet Present value of obligations as at the end of the year 1,718,290 1,534,224 448,542 372,240 Fair value of plan assets as at the end of the year - 62,357 - - Liability to be recognized in the balance sheet 1,718,290 1,471,867 448,542 372,240

The Accounting Standard - AS 15 (revised 2005) on Employee Benefits issued by the Institute of Chartered Accountants of India has been adopted by the Company

2013-2014

690,579

-

69



2015 2014 2015

Gratuity Leave EncashmentsParticulars

2014

[V]

[VI]

[VII]

Amount to be recognized in the Profit & Loss Account Interest cost 130,599 173,340 33,472 29,634 Current service cost 238,660 226,811 293,220 30,045 Expected return on plan assets - (3,372) - - Acturial gain/(loss) to be recognized 12,946 (759,704) (241,551) (3,773) Amount to be recognized in the profit & loss account 382,205 (362,925) (568,243) (63,452)

Balance sheet reconcilliation Present value of obligations as at the beginning of the year 1,534,224 1,892,361 372,240 334,972Amount to be recognized in the profit & loss account 382,205 (362,925) (568,243) (63,452) Employer's contributions 198,139 30,598 - Liability to be recognized in the balance sheet 1,718,290 1,498,838 940,483 398,424

Prinipcal acturial assumptions used at the balance sheet date Discount rate (%) 7.90% 8.00% 7.90% 9.00%Salary escalation (%) 8.00% 8.00% 8.00% 8.00% The estimated future salary increases take account of inflation, seniority, promotion and other retirement factors such as supply and demand in the employment market.

3 Disclosure in pursuant to AS-19 LeasesOperating LeaseLeases other than finance lease, are operating leases, and the leased assets are not recognised on the Company’s balance sheet. Payments under operating leases are recognised in Profit and Loss Account on a straight-line basis over the term of the lease.

-

- Within one year of the Balance Sheet date

- Due in a period between one year and five years

- Due after five years

1,230,000

2014-2015Particulars

600,000

600,000Lease rentals recognized during the yearLease Obligations Payable

2013-2014

-2,430,000

600,000

150,000

The Company has entered into a lease agreement towards occupying office.

4 Disclosures as required by Accounting Standard (AS) 17 Segment ReportingPrimary Segments

March 31, 2015

March 31, 2014

March 31, 2015

March 31, 2014

March 31, 2015

Solar Photovoltaic Cells / Modules

TotalOptical Discs

March 31, 2014

Particulars

(a) Revenue External sales

(Net of excise duty) 129,620,921 116,920,096 11,253,490 - 140,874,411 116,920,096

Trading sales 3,493,720 - - - 3,493,720 -

Inter-segment sales - - - - - -

Total 133,114,641 116,920,096 11,253,490 - 144,368,131 116,920,096

(b) Segment results (PBIT) 44,350,463 (109,879,385) (121,386,235) (89,198,047) (77,035,772) (199,077,432) Less: Interest & financial

charges 230,868,881 1,975,010 1,023,148,045 531,153 1,254,016,926 2,506,163 Less: Unallocable expenses net of

unallocable income - - - - - -

Profit before tax (186,518,418) (111,854,395) (1,144,534,280) (89,729,200) (1,331,052,698) (201,583,595)

Segment assets 476,802,310 497,004,875 1,205,073,065 1,330,084,336 1,681,875,375 1,827,089,210

Segment liabilities 317,441,286 127,877,329 1,230,182,879 210,354,069 1,547,624,165 338,231,398

Net assets 159,361,024 369,127,546 (25,109,814) 1,119,730,267 134,251,210 1,488,857,813

70



71

Secondary Segments (Geographical Segments)

The distribution of Company's sales by geographical market is as under: 2014-2015 2013-2014 Domestic-Manufacturing Optical discs 118,883,090 116,920,096 Solar photovoltaic cells 11,253,490 -

130,136,580 116,920,096 Domestic-Trading Solar photovoltaic cells 3,493,720 -

3,493,720 - Overseas Optical disc 234,000 -

Solar photovoltaic cells 10,503,831 10,737,831 -

144,368,131 116,920,096

5 Earnings Per Share

March 31, 2014Particulars March 31, 2015

Number of equity shares at the beginning of the year 23,800,049 23,800,049

Number of equity shares at the end of the year 23,800,049 23,800,049

Weighted average number of shares at the end of the year (A) 23,800,049 23,800,049

Net profit after tax available for equity share holders (B) (1,331,052,698) (201,577,564)

Basic Earning per share ( ) (Face value- 10each) (C = B / A ) (55.93) (8.47)

Diluted Earning per share ( ) (Face value- 10each) (C = B / A ) (55.93) (8.47)

` `

` `

6 During the years 2011-2012 and 2012-2013, the Company had incurred significant losses which had resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally is on account of reduced demand which resulted in large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. During the year 2011-2012, there was default in the repayment obligations to banks and the relevant loan accounts viz. Term Loans, Cash Credit Accounts and devolvement of letters of credit.

Consequently, the Company received summons/ notice from the office of Debt Recovery Tribunal-II, Ahmedabad, Gujarat in response to the application filed by State Bank of India Baroda, Gujarat vide O.A. No. 56/2012 for the recovery of their loan under Section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

The Company has received notices u/s 13(2) of Securitization & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 from the Cosmos Co-op Bank Ltd and the State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. Further, State Bank of India has taken symbolic possession of immovable property of Optical Disc and Solar Photovoltaic Cells Unit under the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest Act, 2002 and in exercise of the powers under Section 13(4) of the said Act read with rule 8 of the security Interest (Enforcement) Rules 2002.

thFurther, vide an order dated 4 March 2014, issued by Zilla Magistrate (Kutch-Bhuj) directing local Mamlatdar to take physical possesion of the said factory premises and to handover the same to State Bank of India. In response to the said order the Company has filed a writ petition with the Supreme Court of India and obtained a stay order stating that the respondent bank shall be restrained from proceeding further under the provisions of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

In the financial year 2012-2013, the Company on the basis of the audited accounts for the financial year ended March 31, 2012, and being mandatory, filed the reference u/s 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon’ble Board for Industrial & Financial Reconstruction (BIFR). The above reference has duly been registered by the learned Registrar of Hon’ble BIFR and hearings of which are in the process for determination of sickness.



72

7 Going Concern

8 Figures of previous year have been regrouped / reclassified wherever necessary.

9 Contingent Liabilities not provided for

(a) The Company for its Optical Disc's manufacturing unit, has imported various Capital Goods under the Export Promotion Capital goods Scheme (EPCG), of the Government of India, through various licenses, at concessional rates of Custom Duty on an undertaking to fulfill quantified exports within a period of eight years from the date of respective licenses. The custom Duties so saved amounts to 25,38,56,218/- and the corresponding Export

stobligation as on 31 March 2015 to be fulfilled is 191,21,59,657/-. If the said Export is not made within the stipulated time period; the company is required to pay the said saved Custom Duty together with interest @ 15% p.a.The Company has filled a reference with hon'ble BIFR petitioning a relief from export obligation of the Company.Furthet the Company has provided in the past bank guarantees in favor of custom authorities amounting cumulatively to

508,76,000 towards payment of custom duty on account of failure to satisfy such an export obligation.

(b) The Company's Solar Photovoltaic Cells manufacturing unit is located in self owned sector specific Special Economic Zone. According to the SEZ Act, the units should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cumulative blocks of five years, starting from the commencement of production. In case the unit does not achieve positive Net Foreign Exchange, the SEZ shall be subject to penalty, that may be imposed by the adjudicating authority.

*Note:- The Company falls under 1st Schedule to Central Excise Tariff Act, 1985 (5 of 1985). The unit was set up after 31-07-2001 and hence eligible for Excise Refund benefit envisaged in Notification No:39/2001-CE dated 31-07-2001 as amended. The Company also duly applied to Central Excise Department for availing benefit under the said notification and the Department approved the same. The Company commenced commercial production of its first phase on 04-04-2005 with five manufacturing lines and doubled its capacity in January 2007 by adding five more manufacturing lines. The Department took the stand that the eligibility is only for the first phase and will not be applicable for the expansion phase. The Company was duly in receipt of Excise Refund on the first five lines till the financial year 2007-2008, however from financial year 2008-2009 onwards the Department rejected the Excise Refund claim even for the first five lines.

The company, while taking stand that the excise benefit should be made available for the second phase as well, provided for excise refund on the first phase on proportionate basis. Currently the matter is pending with CESTAT (Ahmedabad). The Company had recognised Excise Refund amount of 63,41,853/- in the year 2008-2009 and

86,67,688/- in the year 2009-2010 on this account, of which the company had received 1,14,31,016/- as excise refund from the Central Excise Department and 16,42,522/- were declared as non refundable by the Central

The years 2011-2012 to 2014-2015 have been challenging for the global solar cell manufacturers as well as the Indian manufacturers; which on the one hand witnessed steep fall in solar cell prices and on the other hand market flooded with products from Chinese and Taiwanese manufacturers which led to the growth of large Chinese manufacturers.

The Governments in India and other countries are eager to increase the overall share of solar energy by concurrently improving infrastructural conditions, especially through solar parks and schemes like ‘development of solar cities’, energy efficient green buildings’, generation-based incentives, and subsidies and promotion for solar PV devices that are also encouraging PV installation. Recently, in India, it was made mandatory to have domestic content requirement for cell and module for crystalline silicon based plant in all the projects granted under JNNSM Phase1, batch II. Individual states in India, are also adopting policies and programs to promote the expansion of solar power. Further, the Indian Government is considering safeguarding its own industry by some regulation such as anti-dumping for Solar Cells.

In the present situation, the Company is now considering sustainable business model with the various options to restructure the capital base including but not limited to approaching the lender banks for arbitraging the partial debt with equity, concessions and / or waiver in the interest along with haircuts in certain debt portion with an objective to bring it at a serviceable level. Considering the changed and new developments taking place in the Solar Industry and as detailed in the management discussion analysis, the financial statements have been prepared on the basis that the Company is a going concern.

` `

`

` ` `

`

(c)

Excise Refund Receivable (Refer Note Below *) 1,936,003

March 31, 2014Particulars

50,876,000

March 31, 2015

Bank Guarantees

(Amount in )`

1,936,003

50,876,000



Excise Department. Thus for the balance amount of excise refund recognised during the year 2009-10 of 19,36,003/- will not materialise if the appeal is not disposed of in favour of the company and the same amount

continues for the current financial year also.

st(d) Claims against the Company not Acknowledged as Debts as on 31 March 2015 amounting to . Nil.

10 Secured loans from the banks are subject to confirmation.

11 The following bank loan and cash credit accounts are subect to confirmation:-

12 The Company has given fixed deposit receipts to the Cosmos & SBI bank as LC margin and bank gaurantee amounting to ̀ 2,77,36,000/- which are subject to confirmation.

13 Sundry Debtors and Creditors balances are subject to confirmation.

`

`

Bank Name & Address Account No.

State Bank of India, Stressed Assets Management Branch, ''Paramsiddhi Complex, nd2 Floor, Opp. V.S. Hospital, Ellisbridge, Ahmedabad 380 006, Gujarat

Term Loan A/c No. 30081317216


Term Loan A/c No. 31083458260


Cash Credit A/c No. 30105861083

73



Closing StockQty Value ( )` Qty

As at March 31, 2015 As at March 31, 2014

Value ( )`

13

14

Units ofMeasure

OPTICAL DISC UNITFinished goods Nos 1,038,466 7,801,003 428,866 5,484,101 Semi finished goods Nos 285 3,317 285 3,317 Work in progress 3,859,353 2,926,953 Scrap 227,675 231,925

11,891,348 8,646,295 SOLAR PHOTOVOLTAIC CELLS UNIT

Finished goods Watts 5,795 126,621 5,795 126,621 Work in progress 592,654 263,630 Scrap 300,833 300,183

1,020,108 690,434 12,911,456 9,336,729

Value of Imports On CIF BasisRaw materials 5,906,958 5,695,804 Capital goods 621,226 828,702 Trading goods 3,189,248 - Total 9,717,432 6,524,506

Expenditure in foreign currencyOthers 796,636 143,974 Total 796,636 143,974

Earnings in foreign exchangeExports of goods on F.O.B basis 10,503,769 - Others 3,475,965 1,671,078

13,979,734 1,671,078

15

12

Details of Interest paid on Unsecured Loans to Managing Director - -

Amount of interest capitalised during the year as per AS 16 'Borrowing Cost' - -

16

17

Disclosure regarding small scale industries

The name of small scale industries (SSI) undertakings whose balance are outstanding for more than 30 days for

stperiod ended 31 March are as follows:-

The company has not received any intimations from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said act have not been given.

18

Nil Nil

74

FOR KIND ATTENTION OF SHAREHOLDERS

Dear Shareholders,

As per the provisions of Section 88 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, the Company needs to update its ‘Register of Members’ to incorporate certain new details, as required under the said provisions. Further, as per the “Green Initiative in the Corporate Governance” initiated by the Ministry of Corporate Affairs (MCA), vide its Circular No. 17/2011 dated 21/04/2011, the Company proposes to send all the notices, documents including Annual Report in electronic form to its members.

We, therefore request you to furnish the following details for updation of Register of Members and enable the Company to send all communication to you through electronic mode:

Kindly submit the above details duly filled in and signed at the appropriate place to the Registrar & Share Transfer Agent of the Company viz. “Link Intime India Private Limited”, C -13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078.

The E-mail ID provided shall be updated subject to successful verification of your signature. The members may receive Annual Reports in physical form free of cost by post by making request for the same.

Thanking you,For Euro Multivision Limited

Rajababu KallaWhole-Time Director

Date: ______________

Place: _____________

Folio No.

Name of the Shareholder

Father’s/Mother’s/Spouse’s Name

Address (Registered Office Address in case the Member is a Body Corporate)

E-mail ID

PAN or CIN

UIN (Aadhar Number)

Occupation

Residential Status

Nationality

In case member is a minor, name of the guardian

Date of birth of the Member


Registered Office: F12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai 400 056

Phone: +91-22-4036 4036; E-mail: [email protected]; Website: www.euromultivision.com

Signature of the Member

ATTENDANCE SLIPTH11 ANNUAL GENERAL MEETING ON SEPTEMBER 29, 2015

Registered Folio/DP ID & Client ID

Name and Address of the Shareholder(s)

Joint Holder 1

Joint Holder 2

No. of Shares held

I/we hereby record my/our presence at the 11th Annual General Meeting of the Company held at Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle(East), Mumbai 400 057 on Tuesday, September 29, 2015.

Member’s/Proxy’s Signature

Note:

1. Please fill on the Folio No./DP ID-Client ID, name and sign this Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL.

2. Please read the instructions for e-voting given along with Annual Report. The Voting period starts from Saturday, September 26, 2014 (9.00 a.m.) and ends on Monday, September 28, 2014 (5.00 p.m.). The voting module shall be disabled by CDSL for voting thereafter.

Member’s / Proxy’s Name(in Block Letters)




(to be completed and presented at the entrance)

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

TH11 ANNUAL GENERAL MEETING ON SEPTEMBER 29, 2015

Name of the Member (s) /

Joint Holder (s) :__________________________________________________________________________

Registered address : _________________________________________________________________________

Email Id : _______________________________________________________________________

Folio No/Client Id : _______________________________________________________________________

DP ID : _______________________________________________________________________

I/We, being a Member (s) of _______________________________ shares of the above named Company hereby appoint:

1. Name : ___________________________________________________________________________

Address : ___________________________________________________________________________

Email ID : __________________________________________________________________________

Signature : ________________________________________________________________, or failing him

2. Name : ___________________________________________________________________________

Address : ___________________________________________________________________________

Email ID : __________________________________________________________________________

Signature : ________________________________________________________________, or failing him

3. Name : ___________________________________________________________________________

Address : ___________________________________________________________________________

Email ID : __________________________________________________________________________

Signature : __________________________________________________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the

Company to be held on Tuesday, September 29, 2015 at 12.00 p.m. at Gomantak Seva Sangh, 72/A Mahant Road Extension,

Vile Parle (East), Mumbai 400 057 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:




Resolutions

Against

Ordinary Business:

1. Ordinary Resolution to consider and adopt Audited Financial Statements (including Consolidated financial statements) for the year ended March 31, 2015 and the Reports of the Directors’ and the Auditors’.

2. Ordinary Resolution to appoint a Director in the place of Mr. Rajababu Kalla (DIN: 00346283), Whole-time Director, who retires by rotation and being eligible, offers himself for re-appointment.

3. Ordinary Resolution for ratification of appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of 15th Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

Special Business:

4. Ordinary Resolution for appointment of Mrs. Forum Shah (DIN: 00221648), as a Director of the Company.

Resolution Number

Vote (Optional see note 2)Please mention no. of Share

For Abstain

Signed this _________ day of _______201

Signature of Member: _________________________

Signature of Proxy holder: ______________________

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deemed appropriate.

AffixRevenue

Stamp

of 0.15`

state bank of india. - euro multivision ltd · mr.sanjay nandu independent director (w.e.f. august...

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