EURO MULTIVISION LIMITED Annual Report 2015-16 · 2017-02-01 · EURO MULTIVISION LIMITED Annual...

Annual Report 2015-16EURO MULTIVISION LIMITED

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CHIEF FINANCIAL OFFICER Mr. Hitesh Shah(Upto 17th July, 2016)

Mr. Rajababu Kalla(w.e.f. July 18, 2016)

COMPLIANCE OFFICER Mr. Sunil Nemani

STATUTORY AUDITORSM/s. Deepak Maru & Co. Chartered Accountants, Mumbai

SECRETARIAL AUDITORSM/s. Manish Ghia & AssociatesCompany Secretaries, Mumbai

INTERNAL AUDITORSM/s. J H Ghumara & Co. Chartered Accountants, Mumbai

BANKERSState Bank of IndiaThe Cosmos Co-op Bank Ltd

REGISTERED OFFICE F12, Ground Floor,Sangam Arcade, Vallabhbhai Road, Vile Parle (West),Mumbai 400 056Phone: +91-22-4036 4036,Fax : +91-22-4036 4037,E-mail: [email protected]; Website: www.euromultivision.com

REGISTRAR & SHARE TRANSFER AGENT M/s. Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai 400 078

BOARD OF DIRECTORS

1. Mr. Hitesh Shah Chairman and Whole-time Director (w.e.f. 18th July,2016)

2. Mr. Raja Babu Kalla Whole-time Director (Upto 17th July, 2016)

3. Mrs. Forum Dhaval Shah Non Independent Director

4. Mr. Anish Kumar Shah Independent Director

5. Mr. Hansraj Karshan Gala Independent Director

6. Mr. Sanjay Nandu Harilal Independent Director

PLANT LOCATIONOptical Disc UnitSurvey No. 508, 509, Village Shikara, Bhachau Dudhai Road,Bhachau (Kutch),Gujarat 370140

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

CORPORATE INFORMATION

INDEX

Notice for calling Annual General Meeting 02

Management Discussion and Analysis 10

Board’s Report 14

Report on Corporate Governance 39

Auditors’ Report on Financial Statement 53

Financial Statements 60


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EURO MULTIVISION LIMITED(CIN: L32300MH2004PLC145995)

Registered Office: F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai 400 056Phone: +91-22-4036 4036; E-mail: [email protected]; Website: www.euromultivision.com

NOTICENOTICE is hereby given that the 12th Annual General Meeting of the members of Euro Multivision Limited will be held on Friday, the 30th Day of September 2016 at 11.30 a.m. at Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle (East), Mumbai 400 057 to transact the following businesse:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial Statements for the year ended 31st March, 2016 together with

the Reports of the Board of Directors’ and Auditors’ thereon.

2. To Rectify the of appointment of Statutory Auditors:

Toconsiderandifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, and pursuant to the resolution passed by the members at the 10th Annual General Meeting held on 30th September, 2014, the appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN:115678W),asStatutoryAuditorsof theCompany toholdoffice fromconclusionof10thAnnualGeneralMeetingtilltheconclusionofthe15thAnnualGeneralMeetingtobeheldforthefinancialyearending31stMarch,2019,beandisherebyratifiedandtheBoardofDirectorsoftheCompanybeandisherebyauthorisedtofixtheAuditor’sremunerationpayableforthefinancialyearending31stMarch,2017inconsultationwiththeauditors.”

SPECIAL BUSINESS:3. Appointment of Mr. Hitesh Shah as a Director of the Company: Toconsiderandifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution: “RESOLVED THAT Mr. Hitesh Shah (DIN: 00043059) who was appointed as an Additional Director of the Company

by the Board of Directors on recommendation of the Nomination and Remuneration Committee of the Company with effect from 18th July, 2016 pursuant to the provisions of Section 152 and 161 of the Companies Act, 2013 read withCompanies(AppointmentandQualificationofDirectors)Rules,2014(includinganystatutorymodification(s)or re-enactment(s) thereof for the time being in force) and as per applicable the provisions of Articles of Association oftheCompanyandwhoholdsofficeassuchuptothedateofthisAnnualGeneralMeetingoftheCompanyandin respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying intention to propose his candidature for the officeofDirectoroftheCompany,beandisherebyappointedasaDirectoroftheCompany,whoshallbeliabletoretire by rotation.”

4. Appointment of Mr. Hitesh Shah as Whole-time Director of the Company: Toconsiderandifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and Schedule V and all other applicable

provisions, if any, of the Companies Act 2013 read with Companies (Appointment and Remunaration of Mangerial Personnel)Rules,2014(includinganystatutorymodification(s)orre-enactment(s)forthetimebeinginforce)andin accordance of the provisions of Artical of Associations of the Company approval of the members of the Company be and is hereby accorded for appointment of Mr. Hitesh Shah (DIN: 00043059) as a Whole Time Director of the Company, liabletoretirebyrotation,foraperiodof5(five)yearswitheffectfrom18thJuly,2016withoutanyremunaration, who shall be liabile to retire by rotation.

RESOLVED FURTHER THATRemunerationifanypaidtoMrHiteshShahinthefutureduringthetermofhisofficehas such will be subject to the provisions of Section 197, 198 and Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution.”


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5. Appointment of Mr. Navin P Nandu as an Independent Director of the Company: Toconsiderandifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 149 read with Schedule IV and all other applicable

provisions, if any, of the CompaniesAct, 2013 and Companies (Appointment and Qualification of Directors)Rules,2014(includinganystatutorymodification(s)orre-enactment(s) thereof for the timebeing in force)andin accordance with the provisions of Articles of Association of the Company and as per proposal of candidature received alongwith the requisite deposit from a member under Section 160 of Companies Act, 2013, Mr. Navin P Nandu (DIN: 07114744) be and is hereby appointed as an Independent Director of the Company, for a period of 5 (five)yearswitheffectfromconclusionofthisAnnualGeneralMeeting,toholdofficeassuchupto29thseptember2021. who shall not be liable to retire by rotation.


6. Appointment of Mr. Margen V. Gada as an Independent Director of the Company: Toconsiderand,ifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 149 read with Schedule IV and all other applicable

provisions, if any, of the CompaniesAct, 2013 and Companies (Appointment and Qualification of Directors)Rules,2014(includinganystatutorymodification(s)orre-enactment(s) thereof for the timebeing in force)andin accordance with the provisions of Articles of Association of the Company, and as per proposal of candidature received alongwith the requisite deposit from a member under Section 160 of Companies Act, 2013 ,Mr. Margen V. Gada (DIN:05340444) be and is hereby appointed as an Independent Director of the Company for a period of 5 (five)yearswitheffectfromconclusionofthisAnnualGeneralMeeting,toholdofficeassuchupto29thseptember2021. who shall not be liable to retire by rotation.


7. Appointment of Mrs. Lata T. Mehta as an Independent Director of the Company: Toconsiderand,ifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 149 read with Schedule IV and all other applicable

provisions, if any, of the CompaniesAct, 2013 and Companies (Appointment and Qualification of Directors)Rules,2014(includinganystatutorymodification(s)orre-enactment(s)thereofforthetimebeinginforce),andin accordance with the provisions of Articles of Association of the Company, and as per proposal of candidature received alongwith the requisite deposit from a member under Section 160 of Companies Act, 2013, Mrs. Lata T. Mehta (DIN: 02027592) be and is hereby appointed as an Independent Director of the Company for a period of 5 (five)yearswitheffectfromconclusionofthisAnnualGeneralMeeting,toholdofficeassuchupto29thseptember2021. who shall not be liable to retire by rotation.


By Order of the Board of DirectorsFor Euro Multivision Limited

Hitesh ShahChairman & Whole Time Director

Place: Mumbai DIN : 00043059Date: 26th August, 2016 Registered Office:F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road,Vile Parle (West), Mumbai 400 056


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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. A person can actonbehalfofmember(s)notexceedingfiftyandholdingintheaggregatenotmorethantenpercentofthetotalshare 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 member.

2. The Statement pursuent to Section 102 of the Companies Act, 2013 in respect of Special Business is annexed here to and forms part of the notice.

3. Members/ProxiesarerequestedtobringdulyfilledinAttendanceslipalongwiththeAnnualReportattheAnnualGeneralMeeting(AGM).CorporatemembersarerequestedtosenddulycertifiedcopyoftheBoardResolutionpursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote at the AGM.

4. Brief resume of Directors proposed to be appointed at the ensuing AGM in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as Listing Reguation) and as per Secretial Standard on General Meeting (As As to) 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 maintained under Section 189 of the Companies Act, 2013 will be open for inspection by the members during the AGM.

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 Agent (RTA) quoting their Folio Number and Bank Account Details along with self-attested documentary proofs. Members holding shares in 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 forward all share transfers and other communications to the RTA of the Company at M/s. Link Intime India Private Limited, Unit: Euro Multivision Limited at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400078 and are further requested to always quote their Folio Number in all correspondences with the Company.

9. Members desirous of getting any information about the accounts and operations of the Company are requested to addresstheirqueriestotheComplianceOfficerattheregisteredofficeoftheCompanyatleasttendaysinadvanceof the Meeting to enable the Company to provide the required information.

10. Members having multiple folios in identical names or in joint names in the same order are requested to send the sharecertificate(s)totheCompany’sRegistrarandShareTransferAgents,M/s.LinkIntimeIndiaPrivateLimitedfor consolidation of all such shareholding into one folio to facilitate better services.

11. Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2016, to 30th September, 2016 (both days inclusive).

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

13. 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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14. 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.

15. 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 is required to update its database by incorporating some additional details of its members in its records.

Members are thus requested to kindly submit their e-mail ID and other details vide the e-mail updation form attachedinthisAnnualReport.Thesamecouldbedonebyfillingupandsigningattheappropriateplaceinthesaid form and by returning this letter by post / email.

Thee-mailIDprovidedshallbeupdatedsubjecttosuccessfulverificationoftheirsignaturesasperrecordavailablewith the RTA of the Company.

16. Route Map for the venue of the ensuing AGM of the Company is appearing at the end of the Annual Report.

17. E-Voting Process:

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, and Regulation 44 of Listing Requlation the Company is pleased to offer remote e-voting facility to its members to cast their votes electronically on all the resolutions set forth in the Notice convening the 12th AGM to be held on Friday, 30th September, 2016 through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The members shall refer to the detailed procedures on e-voting mentioned hereinafter.

The facility for voting, either through ballot / polling paper shall also be made available at the venue of the 12th AGM. 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.

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 AGM in a fair and transparent manner. E-voting is optional. In terms of requirements of the Companies Act, 2013 and the relevant Rules, the Company has fixedFriday,23rdSeptember,2016asthe‘Cut-offDate’.Theremotee-voting/votingrightsoftheshareholders/beneficialownersshallbereckonedontheequitysharesheldbythemasontheCut-offDatei.e.Friday,23rdSeptember, 2016 only.

18. The remote e-voting period will commence on Tuesday, 27th September, 2016 (09:00 am) and ends on Thursday 29th September, 2016 (05:00 pm). During e-voting period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. 23rd September, 2016, may cast their votes electronically. The remote e-voting module shall be disabled by CDSL for voting after 05.00 pm on 29th September, 2016. Once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently.

The e-voting facility is available at the link www.evotingindia.com(A) Procedure/ Instructions for e-voting are as under: i. Open the web browser during the voting period and log on to the e-voting website www.evotingindia.com. ii. Now click on “Shareholders” to cast votes. iii. Now Enter User ID • ForCDSL:16digitsbeneficiaryID, • ForNSDL:8CharacterDPIDfollowedby8DigitsClientID, • MembersholdingsharesinPhysicalFormshouldenterFolioNumberregisteredwiththeCompany. iv. NextentertheImageVerificationasdisplayedandClickonLogin. v. If members are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then their existing password is to be used. vi. Ifanymembersisafirsttimeuserfollowthestepsgivenoverleaf:


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For Members holding shares in Demat Form and Physical FormPAN 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 / DepositoryParticipantare requested touse thefirst two lettersof theirnameand the8digitsofthesequencenumberdemataccount/folionumberinthePANfield.

• In case the sequence number/folio number is less than 8 digits enter theapplicablenumberof0’sbeforethenumberafterthefirsttwocharactersofthename in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number/folionumber100thenenterRA00000100inthePANfieldSequancenumber printed on attedance sticker.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in the demat account or in the company records in order to login.

•Ifbothdetailsarenotrecordedwiththedepositoryorcompanypleaseenterthemember’sDPID/ClientID/FolionumberintheDividendBankdetailsfieldasmentioned in instruction (iii) above.

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

viii. Members holding shares in physical form will then directly reach the Company selection screen. However, membersholdingsharesindematformwillnowreach‘PasswordCreation’menuwhereintheyarerequiredtomandatorilychangetheirpasswordinthenewpasswordfield.Kindlynotethatthispasswordistobealsoused 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 passwordwithanyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.

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

x. Memberscanalsoupdatetheirmobilenumberande-mailIDintheuserprofiledetailsofthefoliowhichmaybe used for sending communication(s) regarding CDSL e-voting system in future. The same may be used in case the Member forgets the password same needs to be reset.

xi. Click on the EVSN for ‘Euro Multivision Limited’ on which the members choose to vote.

xii. 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 the member assents to the Resolution and option NO implies that member dissent to the Resolution.

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire AGM Notice.

xiv. Afterselectingtheresolution,membershavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.Iftheywishtoconfirmtheirvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordingly modify your vote.

xv. Once members “CONFIRM” their vote on the resolution, they will not be allowed to modify their vote.

xvi. Members can also take out print of the voting done by them by clicking on “Click here to print” option on the Voting page.

xvii. IfaDemataccountholderhasforgottentheloginpasswordthenentertheUserIDandtheimageverificationcode and click on Forgot Password & enter the details as prompted by the system.

xviii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June, 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.


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xix. Note for Institutional Shareholders and Custodians: Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected] After receiving the login details, a Compliance user should be created using the admin login and password.

The Compliance User would be able to link the account(s) which they wish to vote on. The list of accounts linked in the login should be mailed to [email protected] and on approval

of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded 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 AGM to be held on Friday, 30th September,

2016.

(B) General:

i. Incaseofanyqueriesregardinge-votingyoumayrefertotheFrequentlyAskedQuestions(‘FAQs’)ande-votingmanual available at www.evotingindia.comunder ‘HELP’orwriteanemail [email protected]

ii. The voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 23rd September, 2016.

iii. 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.

iv. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September, 2016, may obtain the login ID and password by sending a request at [email protected]

v. However, if members are already registered with CDSL for remote e-voting then they can use their existing user ID and password for casting vote. If they forgot their password, they can reset it by using “Forgot User Details/Password” option available on www.evotingindia.com

vi. 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.

vii. The facility of voting through polling papers shall also be made available at the venue of the 12th AGM for all those members who are present at the AGM but have not cast their votes by availing the remote e- voting facility.

viii.Aperson,whosenameisrecordedintheregisterofmembersorintheregisterofbeneficialownersmaintainedbythe 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.

ix. In case, shareholders cast their vote through both remote e-voting and voting through polling paper, then vote casted through remote e-voting shall be considered and vote cast through polling paper shall be treated as invalid.

x. M/s. Manish Ghia & Associates, Company Secretaries, Mumbai has been appointed as Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

xi. 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.

xii. TheScrutinizer shall after the conclusion of voting at theAGM,will first count the votes cast at themeetingand 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.


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

xiv. The Notice of 12th 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 Participant(s) 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.

In pursuance of the Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2) issued by The Institute of Company Secretaries of India (ICSI) details of Director seeking re-appointment at the ensuing Annual General Meeting are as follows:

Particulars Mr. Hitesh Shah Mr. Navin P. Nandu Mr. Margen V. Gada Mrs. Lata T. Mehta

Date of Birth/ (Age) 10th April, 1978 (38)

June 10, 1972 (42)

February 28, 1991 (25)

March 3, 1968 (48)

DIN 00043059 07114744 05340444 02027592

Nationality Indian Indian Indian Indian

Date of appointment on the Board

18th July, 2016 NA NA NA

Designation Whole-time Director Independent Director Independent Director Independent Director

Qualifications HSC S.S.C. B. B. M. (IB) H.S.C.

Expertise and Experience in functional area

He has vast experiences in Finance and Budgeting

Experience of more than 20 years in

Retail Business

Experience of more than 3 years in

Aluminum Trade Business

Experience of more than 15 years in Retail Business

Number of shares held in the Company

296634 Nil Nil Nil

Directorships held in other Companies

Nil Nil Uroneel India Private Limited

Vivazo Enterprises Private Limited

Chairman/Member of the Committees of other Companies

Nil Nil Nil Nil

Relationship with existing Directors and Key Managerial Personnel of the company

Not Related Not Related Not Related Not Related

Number of Board Meeting attended during 2015-16

NA NA NA NA

Remuneration last drawn ` 6,00,000 p.a. NA NA NA

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3 and 4 of the accompanying Notice

Mr. Hitesh Shah is actively associated in the business of plywood, glass and aluminium for past few years. He has a vast experience in retail as well as whole sales marketing of these products. He has been instrumental in setting up a wide dealer/distributors network in India for the above products. In addition, he has vast experiences in Finances and Budgeting. He is closely involved in interaction with Financial Institutions and Banks for raising short term and long term funds.

He is closely associated with Euro Multivision Ltd from the day one. He was actively involved in selection of Technology Providers, selection of Plants and Machineries and setting up the state of the art Optical Disc Unit (CDR-DVDR) and Solar Photovoltaic Cells manufacturing plant at Bhachau in Kutch, Gujarat. He was closely interacting with Financial Institutionsforappraisalandarrangementoffinancesfor theseprojects.CurrentlyMr.HiteshShah looks


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afterAccountingandFinancesforthecompany.Besidesthis,heisalsoresponsibleforexpansionanddiversificationfor the company.

Considering his prolonged association with the Company and vast experience, the Board of Directors on recommendation of Nomination and Remuneration Committee of the Company, in its meeting held on 18th July, 2016 appointed him as an Additional Director of the Company with immediate effect. Pursuant to the provisions of Section 161oftheCompaniesAct,2013,Mr.HiteshShahholdsofficeofDirectoruptothedateofensuingAnnualGeneralMeeting of the Company. The Company has received a notice in writing from a Member along with the requisite deposit underSection160oftheCompaniesAct,2013proposinghiscandidaturefortheofficeofDirector.

Further, Mr. Hitesh Shah was also appointed as Whole-time Director of the Company for a period of 5 years w.e.f. 18th July, 2016.

The Board recommends the resolution as set out at item no. 4 and 5 of the Notice of 12th AGM of the Company for your approval.

Except Mr. Hitesh Shah none of the other Directors and Key Managerial Personnel of your Company and their relatives is concerned or interested in the aforesaid resolution.

Item No. 5, 6 and 7 of the accompanying Notice

Mr. Navin P. Nandu is having an independent business of retail trading of garments, Mr. Margen V. Gada is having experience in aluminium trading business. Mrs. Lata T. Mehta is having rich experience in retail business and has varied marketing skills.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.

The Company has received proposals of candidatures from a member of the Company along with the requisite deposit pursuant to Section 160 of the Companies Act, 2013 for appointment of Mr. Navin P. Nandu, Mr. Margen V. Gada and Mrs.LataT.MehtaasIndependentDirectorsoftheCompanyforatermof5(five)consecutiveyearsw.e.f.conclusionof this AGM, who shall not be liable to retire by rotation.

Mr. Navin P. Nandu, Mr. Margen V. Gada and Mrs. Lata T. Mehta have given the requisite declarations pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meets the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 and have consented to act as Independent Directors of the Company.

Brief resume of Mr. Navin P. Nandu, Mr. Margen V. Gada and Mrs. Lata T. Mehta pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2) issued by The Institute of Company Secretaries of India (ICSI) is forming part of the Notice of 12th AGM of the Company.

Considering the expertise and experience of Mr. Navin P. Nandu, Mr. Margen V. Gada and Mrs. Lata T. Mehta the membersconsidereditjustifiabletoappointthemasIndependentDirectorsintheinterestoftheCompanyatlarge.

None of the Directors and Key Managerial Personnel of your Company or their relatives is concerned or interested in the aforesaid resolution.

By Order of the Board of DirectorsFor Euro Multivision Limited

Hitesh ShahPlace: Mumbai Chairman & Whole Time DirectorDate: 26th August, 2016 DIN : 00043059

Registered Office:F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road,Vile Parle (West), Mumbai 400 056


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MANAGEMENT DISCUSSION AND ANALYSISOVERVIEW

The New Government has taken several intintativesto reach its ambitious target of 100 GW of Solar Installation by 2022. The Government at same time has taken lead to support the local manufacturer by creating separate window of Domestic Content Requirement (DCR) wherein the Solar Power Installation should have locally produced solar modules and solar cells. This has created the hope for Euro Multivision Limited. 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, Chinahas announced a mammoth plan of 35 GW for 2015 solar deployment.

Rooftops and microgrids have also taken off across the Globe and more particularly in the developing countries, wherepoweraccessibilityispoorandgridtransmissionisissuebecauseofdifficultgeographicalterrain.Africaand 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.

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


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So,capital inflowhasbecomevisible forwell-put-togetherprojectsglobally,whether frompublicmarketsorinstitutional investors. This when added to the continuing reductions in the costs of solar technologies, the continueddrivetowardselectrificationofdevelopingcountriesandunderlyingdemandforcleantechnologiesby consumers, we see a trend towards continuing solar projects in emerging regions such as Africa, India and intheAsiaPacific.

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

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

Government of India’s Make in India campaign has also been brought the life in Solar Industry. 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 (eg 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.

Theintroduction,modification,orphasingoutofnationalsupportschemeswhichheavilyimpactdevelopmentof 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)infinalenergyconsumptionistiny.Solarheatandpowerprovidejust87millionofthemorethan12billion 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 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.


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This overall decline in optical disks distribution is the result of fast and convenient on-line distribution. Many consumerswithbroadbandinternetaccessfindobtainingcontenton-linemuchmoreconvenientthanpurchasingphysical 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-Rdiscsalescontinued tobebelowglobalvolumeofDVDdiscs in2013.Revenueswere influencedbydeclining 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 atlevelsthatwillassureprofitability.TaiwandominatesmanufacturingforCD-Rdiscs,nowrepresenting66%ofglobal capacity.

DiscvolumeisinfluencedbytheinstalledbaseofopticalwritersthatburnCDs.ThisincludesCDwriters,CDCombo 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.Thenetprofitmargininthisindustryis8.6%,butthenetoperatingmarginis2-3%howeverthismarginis 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 theCD-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 lifecycles 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 exertmuchinfluenceonthesecompanies.

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 Risks

We are in technological businesses whether it is manufacturing of PV cells or Optical Discs, where a key challenge is to ensure that the manufacturing facilities are equipped with technologies that can produce value added products, which are competitive in the market.


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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 Risks

Through 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 policiesinplacetoprotectthemarginsagainstrapidandsignificantforeignexchangemovements.

• Risks pertaining to legal actions by the Banks

The 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

• SubstantialdeclineinpriceofSolarPhotovoltaicCellsanderosionindemand.

• Non-utilizationofouravailablemanufacturingcapacity.

• Reductionin,oreliminationof,subsidiesandeconomicincentivesforon-gridsolarenergyapplications.

• ThesolarindustryisdominatedbyEuropeancountriesandanydownturninthesemarketscauseimpactonthe industry growth.

• Thesolarmarketisgrowingandcompetitionisresultingdeclineinmarketshareandmargins.

• 60%rawmaterialcostissiliconwaferanditsmanufacturingisdominatedbylarge/limitedplayers.

• ContinueddumpingofPVCellsatcheapprices,however,DomesticContentmayvoidtheimpactofdumping

• TechnologicalAdvancementandImprovementinCellEfficiencyhashugeimpactproductmarketability.

• NewOpticalStoragemediaoptionsandtheiraffordabilityisahugethreatforCDRandDVDRproducts.


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BOARD’S REPORTToThe Members,Euro Multivision Limited

Your Directors hereby present the Twelfth Annual Report together with the Audited Financial Statements of the Companyforthefinancialyearended31stMarch,2016.

FINANCIAL HIGHLIGHTS: (` In Lakhs)

Particulars Year Ended 31st March, 2016

Year Ended 31st March, 2015

Revenue from operations 2408.78 1478.79Other Income 84.11 762.69Total Income 2492.89 2241.48Less: Total Expenditure 2510.11 1601.99Earnings Before Interest, Depreciation and Tax (17.22) 639.49Less:Interestandotherfinanceexpenses 4698.67 4720.72Less: Depreciation 1409.05 1409.84Less: Exceptional Items - 7819.45Profit/(Loss) Before Tax (6124.94) (13310.52)Less: Provision of Tax - -Net Profit/(Loss) After Tax (6124.94) (13310.52)Add: Transitional Adjustments to Carrying Value of Tangible Assets whose revised useful life has expired

- (20.90)

Add: Balance Brought forward from the previous year (28866.11) (15534.69)Balance Carried forward to Balance Sheet (34991.06) (28866.11)

FINANCIAL REVIEW:

The turnover of the Company for the year ended 31st March, 2016, increased by 62.89% and stood at Rs.2408.78 Lakhs as against Rs.1478.79 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs.2492.89 Lakhs as against Rs.2241.48 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. However during the year the company has incurred loss of Rs.6124.94 Lakhs as against loss of Rs.13,310.52 Lakhs in the previous year. Hence, the resultant turnover and income for the year under review was lower than that expected by the management.

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 increasedduetoinflationintheeconomyanddevaluationofRupeeagainsttheforeigncurrencies.Duetothis,thecompanyiscurrentlyfacingliquiditymismatchwhereinitisnotgeneratingenoughcashflowstomeetitsdebt obligations on time. Further there is huge dumping of the products from China and other Countries which


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has resulted in the stiff competition and price reduction which has resulted in lower capacity utilisation.

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 has imposed provisional anti dumping duty on solar products manufactured in China. This will create the market for all 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 efficiencyneedstobeaddressedbyall theIndianplayers.Theindustrybeingsuchthat thetechnologyandproductefficiencyupgadationisatafasterpace.HenceyourCompanyneedstobeatparwithinternationalstandard of product quality in order to remain competitive in the Market.

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.

REFERENCE TO BIFR:

Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedason31stMarch,2012,andbeingmandatory,filedthereferenceundersection15(1)ofSickIndustrialCompanies(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 of the Company.

SHARE CAPITAL:

There was no change in share capital of the Company during the year 2015-2016. The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

DIVIDEND:

Inviewoflossesduringtheyearunderreview,yourDirectorsdonotrecommendanydividendforthefinancialyear 2015-2016.

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.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary and Associates Company neither any Joint Venture during thefinancialyear2015-2016.


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EXTRACT OF ANNUAL RETURN:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Rajababu Kalla resigned from the position of Whole Time Director of the Company with effect from 18th July, 2016.However,hewasappointedasChiefFinancialOfficeroftheCompanywitheffectfrom18thJuly,2016pursuant to the provisions of Section 203 of the Companies Act, 2013.

Mr.HiteshShahresignedfromthepositionofChiefFinancialOfficeroftheCompanywitheffectfrom18thJuly,2016. However, he was appointed as an Additional Director with effect from 18th July, 2016. The Company has received a notice in writing along with the requisite deposit from a member under Section 160 of Companies Act, 2013 proposing his appointment as a Director of the Company.

Mr.HiteshShahwasalsoappointedastheWhole-timeDirectoroftheCompanyforaperiodoffiveyearswitheffect from 18th July, 2016 subject to the approval of the shareholders at the ensuring Annual General Meeting the on terms and conditions as set out in the special resolution for his appointment in the notice of convening 12th Annual General Meeting of the Company. Mr. Hitesh Shah was appointed as the Chairman of the Company with effect from 18th July, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT:

PursuanttotheprovisionsofSection134(3)(c)oftheCompaniesAct,2013,yourDirectorsconfirmthat:

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. They 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 companyattheendofthefinancialyear31stMarch,2016andofthelossofthecompanyforthatperiod;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. Theyhavelaiddowninternalfinancialcontrolstobefollowedbythecompanyandthatsuchinternalfinancialcontrols are adequate and were operating effectively; and

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

MEETINGS OF THE BOARD:

During the year under review, the Board met 4 (four) times, details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the


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Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at the Meetings of the Board and Committees;ii. Quality of contribution to Board deliberations;iii. Strategic perspectives or inputs regarding future growth of Company and its performance;iv. Providing perspectives and feedback going beyond information provided by the management.v. Ability to contribute to and monitor our corporate governance practices

During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors. The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, 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.

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 of the Companies.

COMMITTEES OF THE BOARD:

Subsequent to the changes in the Board of Directors, the Board re-constituted some of its Committees in accordance with the Companies Act, 2013 and the Listing Regulations. There are currently three Committees of the Board, as follows:

a. Audit Committee

b. Stakeholders’ Relationship Committee

c. Nomination 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” which forms part of this Annual Report

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect toauditingandaccountingmatters. It alsosupervises theCompany’s internal controlandfinancialreporting process.

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. As on the date of signing of the Board Report, the Audit Committee comprised of Mr. Sanjay Nandu and Mr. Anish Shah, Independent Directors and Mr. Hitesh Shah, Whole-time Director of the Company.

Mr. Anish Shah, Independent Director is the Chairman of Audit Committee of the Company. The Compliance OfficeroftheCompanyactasSecretarytotheCommittee.

STATUTORY AUDITORS:

M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), were appointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on 30th September, 2014 for a term of


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fiveconsecutiveyears.AspertheprovisionsofSection139oftheCompaniesAct,2013,theappointmentofAuditorsisrequiredtoberatifiedbyMembersateveryAnnualGeneralMeeting.

YourDirectorsrecommendtheratificationoftheappointmentofM/s.DeepakMaru&Co.,CharteredAccountants,Mumbai as the Statutory Auditors of the Company.

AUDITORS’ REPORT:

With reference to the observations made by the Statutory Auditors in their Report on the Audited Financial Statements for the year ended 31st March, 2016 your Directors would like to reply as under:

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 hereby 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 Rs.176.76 lakhs (Previous year Rs.233.07 lakhs) for the year ended 31st March, 2016. Had the same been provided the loss for the year ending 31st March, 2016 will increase by Rs.176.76 lakhs (Previous year Rs.233.07 lakhs) and the corresponding liability will also increase by Rs.176.76 lakhs as at 31st March, 2016 (Previous Year Rs.233.07 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 (Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th 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 banks.

Your directors hereby 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 inadequate working capital and consequent liquidity crunch, despite the demand of theproducts in themarket.The increasing cost andunabsorbed fixed costs resulted in the cashlosses during the year and in the course of time there were defaults in the repayment of the loans and


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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).

As you are aware the Company is facing losses since many years. The Company has defaulted in the repayment of the loans and advances which are due to the banks. Further the said banks have prescribed for the stipulation as condition in the sanctioned terms that the Company will not repay the unsecuredloansanddepositstillthebanksarefullyrepaidfortheirfinancialloans.FurtherasyouareawaretheCompanyisfacinghugefinancialcrunchanddoesnothaveabilitytorepaytheloansanddeposits accepted before the commencement of this act.

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 Rs.20,307.50 lakhs and overdue interest amounts to Rs. 19,568.88 lakhs as at March 31, 2016, subject to reconciliation with the banks. The period of default ranges around 63 months.

Duringtheyears2011-2012and2012-2013,theCompanyhadincurredsignificant losseswhichhadresulted 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.

Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearended 31stMarch,2012,andbeingmandatory,filedthereferenceu/s15(1)ofSickIndustrialCompanies(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 AUDITORS:

The Company has appointed M/s. J H Ghumara & Co. Chartered Accountants, Mumbai, as its Internal Auditor for thefinancial year2015-16.The InternalAuditorshavegiven their reportonquarterlybasis to theAuditCommittee.

Basedonthereportofinternalauditfunction,theBoardtakescorrectiveactioninthespecificareasobservedand thereby strengthen the controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The Report of the Secretarial Auditor is enclosed as Annexure II which forms part of this report.

With regard to observations made by the Secretarial Auditors’ in their Report, your Directors would like to state that:


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

The Company is in process of appointment of Whole time Company Secretary.

b) Inrespectofoutstandingdepositsasat31stMarch2015,thecompanywasrequiredtofileFormsDPT-3latestby30thJune,2015whichisnotfiled;

c) The company has not complied with the provisions of Section 133 of theAct pertaining toAccounting Standards (AS-28) w.r.t Accounting for Impairment of Assets and Accounting Standards(AS-29)Provisions,ContingentLiabilitiesandContingentAssets,thebriefparticularsof which are stated in the Statutory Auditor’s Report in “point no c & e” under the heading Basis forQualifiedopinion;

The Company has not made the provisions for diminution in the value of its investments/assets wherever required in compliance of AS-28. 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 and provided for.

The Company is in the process of identifying the creditors which are Micro, Small and Medium Enterprises under MSMED Act. The provision for interest to such creditors is not ascertainable at this stage.

d) NonfilingofformDIR-9inrespectofdefaultinpaymentofinterest/repaymentofdepositrelatingtofinancialyear2014-15;onaccountofthesaiddefaultthedirectorsofthecompanyatthetimeofdefaultandcontinuingon theboardondatehave incurreddisqualification in termsof theprovisionsofSec164(2)oftheAct;

e) Mr.RajababuKalla,WholeTimeDirectorofthecompanywhoretiredbyrotationattheAnnualGeneralMeetingheldonSeptember29,2015wasineligibletoseekreappointmentbyvirtueofsection164(2)oftheActandaccordinglyshouldhaveceasedtobeadirectorfromthedateoftheAnnualGeneralMeetingandsuchcessationwouldalsoentailfilingofFormDIR-12;

f) Thecompany isyet tofileAnnualReturnonForeignLiabilitiesandAssetsasrequiredunderForeignExchangeManagementAct,1999 for thefinancial year 2014-15whichwas to befiledlatestby15thJuly,2015;

g) Inrespectofunpaid/unclaimedamountofdividend/interest/matureddeposits/applicationmoneyetc.,thecompanyisyettofileForm5INVrelevanttothefinancialyearended31stMarch,2015andalsotouploadthesameonitswebsite;thesaidForm5INVisrequiredtobefiledwithin90daysfromthedateofAnnualGeneralMeetingwhichwasheldon29thSeptember,2015;

h) Company has not complied with the following clauses/Regulation of ListingAgreement andLODR:

i. Therewasadelayof7daysinsubmissionofAnnualReportfortheyearended31stMarch2015totheStockExchangesasrequiredunderclause31ofListingAgreement;

ii. Duetotheobservationmentionedinthesub-para“e”above,theCompanywasnotabletocomplywithRegulation17(1)ofLODRofhavingatleastoneexecutivedirectorontheBoard;

iii. Duetotheobservationmentionedinthesub-para“e”above,theCorporateGovernanceReportsubmittedtotheStockExchangesfortheQuarterendedSeptember,2015andDecember,2015doesnotreflectthecorrectpositionofthecompositionoftheboardw.r.texecutivedirector.

With regard to paras (d), (e) and ((h) (ii & iii)), your management hereby states that the Company is a Sick Company within themeaning of Sick Industrial Companies (Special Provisions)Act, 1985 and has filed a


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reference under Section 15 (1) of the said Act, before the Hon’ble Board for Industrial and Financial Construction basedonitsAuditedFinancialsfortheyearendedMarch31,2012.TheCompany’sfinancialpositionwasunderstressandconsequentlydefaultedonitsobligationtosecuredlendersandallthelendershaveclassifiedtheCompany’s account as Non-Performing Assets (NPA). Thus the Company was not in a position to repay the unsecured deposits as required under the provision of Companies Act, 2013. Further the hearings with the BIFRareunderprocessfordeterminationofsicknessandfinalschemeofarrangementisyettobeprepared.The Company has approached deposit holders for their co-operation and the depositors have co-operated by renewing the deposit for further period and Company is also taking adequate steps to regularise the situation.

Further,theCompanyisinprocessofobtainingalegalopiniontoconfirm,whethertheDirectorsaredisqualifiedunder Section 164(2) (b) of the Companies Act, 2013.

Your management hereby states that the non-compliances with regard to para nos. (b), (f), (g) and ((h) (i)) are unintentional and in the absence of Whole time Company Secretary the compliances were missed out inadvertently.

VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in accordance with Section 177 of the Companies Act, 2013. 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 websiteof theCompany i.e.www.euromultivision.com.Weaffirmthatduring thefinancialyear2015-16,noemployee or Director was denied access to the Audit Committee.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and 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.

PARTICULARS OF REMUNERATION:

Disclosure with respect to the ratio of remuneration of each Directors to the median employees’ remuneration 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.

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.

INTERNAL FINANCIAL CONTROL:

TheCompanyhasadoptedaformalInternalFinancialControlpolicyduringthefinancialyearunderreview.TheBoardevaluatestheefficancyandadequacyofthefinancialcontrolsystemintheCompanyitscompliancewiththe operation system, accounting procedures at all level and strives to maintain the stanard in Internal Financial Control.

RISKS AND AREAS OF CONCERN:

TheCompanyhaslaiddownawell-definedRiskManagementPolicycoveringtheriskmapping,trendanalysis,risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risk andsuggeststepstobetakentocontrolandmitigatethesamethroughaproperlydefinedframework.


22

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the year by your Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at www.euromultivision.com. 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:

The details of loans, guarantees or investments made by your Company under Section 186 of the Companies Act,2013duringthefinancialyear2015-2016aregivenintheNotestoFinancialStatementsprovidedinthisAnnual Report.

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:

Therewasnosignificantormaterialorderpassedbyanyregulatororcourtortribunal,whichimpactsthegoingconcern status of the Company or will have bearing on Company’s operations in future except for the following:

1. The Company’s Solar Photovoltaic Cells manufacturing unit is located in self owned sector specificSpecial Economic Zone. According to the SEZ Act, the units should have positive Net Foreign Exchange Earning(NFE),whichshallbecalculatedasperapplicablerulesincumulativeblocksoffiveyears,startingfrom the commencement of production. Due to global economic meltdown and steep fall in demand of Company’s products led to losses and thereby depleting working capital, the company could not achieve positiveNetForeignExchangeinthefirstblockoffiveyears,hencetheadjudicatingauthorityimposeda penalty of Rs.25.00 Crores under Rule 54 of the SEZ Rules 2006 and directed the administrative to renewtheLOAforfurtherperiodoffiveyears.TheCompanyhasfiledanappealtotheDirectorGeneralof Foreign Trade, New Delhi for waiver of the penalty imposed.

2. 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.

Further, vide an order dated 4th 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.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulation, the following have been made a part of the Annual Report:

a. Management Discussion and Analysis

b. Report on Corporate Governance.

c. CertificateregardingcomplianceofconditionsofCorporateGovernance


23

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 thereunder. There was no complaint on sexual harassment reported during the year under review.

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

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

By Order of the Board of Directors

Hitesh ShahChairman & Whole Time Director

Place: Mumbai DIN : 00043059Date: 16th August, 2016

Registered Office:F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road,Vile Parle (West), Mumbai 400 056


24

Annexures to Boards’ Report

Annexure IEXTRACT OF ANNUAL RETURN

Form No. MGT-9Extract of Annual Return

(As on the financial year ended 31st March, 2016)[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:

1. CIN L32300MH2004PLC1459952. Registration Date 29th April, 20043. Name of the Company Euro Multivision Limited

4. Category/Sub-Category of the Company

Non-Government Company limited by shares

5. Address of the Registered office and contact details

F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai, Maharashtra 400056Phone: 022-40364036, Fax: 022-40364037Email: [email protected]: www.euromultivision.com

6. Whether listed Company (Yes/No):- Yes7. Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Pvt. LtdC-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

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of Main Product/Services NIC Code of the Product

% to total turnover of the company

1. Manufacture of Optical Discs [CDR’s & DVDR’s] 3676 17

2. Manufacture & Trading of Solar Photovoltaic Cells 3880 83

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Not Applicable


25

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 % Change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total

Shares

A. Promoters

1. Indian

a) Individual/ HUF 11230439 - 11230439 47.19 11230439 - 11230439 47.19 -

b) Central Govt. - - - - - - - - -

c) State Govt. - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Bank/ FI - - - - - - - - -

f) Any Other - - - - - - - - -

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

2. Foreign

a) NRI- Individual - - - - - - - - -

b) Other Individuals - - - - - - - - -

c) Body Corporate - - - - - - - - -

d) Bank/ FI - - - - - - - - -

e) Any Others - - - - - - - - -

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

Total Share Holders of Promoters (A)=(A1+A2)

11230439 - 11230439 47.19 11230439 - 11230439 47.19 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Bank/FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt. - - - - - - - - -

e) Venture Capital - - - - - - - - -

f) Insurance Co. - - - - - - - - -

g) FIIs & QFI - - - - - - - - -

h) Foreign Venture Capital Fund

- - - - - - - - -

i) Others - - - - - - - - -

a) Foregin Portfolio Investor

- - - - - - - - -

b) Trusts - - - - - - - - -

a. Sub- Total –B(1) - - - - - - - - -


26

Category of shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the

yearDemat Physical Total % of Total

SharesDemat Physical Total % of

Total Shares

2. Non Institutions

a) Bodies Corporate 1494351 - 1494351 6.28 1442639 - 1442639 6.06 (0.22)

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individual

i) Individual shareholders holding nominal share capital upto Rs 1 lakh

4455566 185 4455751 18.72 4225494 185 4225679 17.75 (0.97)

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

6811948 - 6811948 28.62 5761291 - 5761291 24.21 (4.41)

c) Others (Specify)

c-i) Trusts 250 - 250 - 250 - 250 - -

c-ii) Hindu Undivided Family

- - - - 799709 - 799709 3.36 3.36

c-iii) Non Resident Indians (Non Repat)

8164 - 8164 0.03 16034 - 16034 0.07 0.03

c-iv) Non Resident Indians (Repat)

216920 - 216920 0.91 221376 - 221376 0.93 0.02

OfficeBearers 100 - 100 - 100 - 100 - -

Clearing Member 81659 - 81659 0.34 102532 - 102532 0.43 0.09

Sub-total B (2) 13068958 185 13069143 54.91 12569425 - 12569610 52.81 (2.10)

Total Public Shareholding (B)= (B1+B2)

13068958 185 13069143 54.91 12569425 - 12569610 52.81 (2.10)

C. Shares held by Custodians for GDR’s and ADRs

- - - - - - - - -

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

Sr. No

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % Change

in share-

holding during

the year

No. of Shares

% of total shares of the

company

% of shares Pledged/

encumbered to total shares

No. of Shares

% of total shares of the

company

% of shares Pledged/

encumbered to total shares

1 Nenshi Ladhabhai Shah 5053353 21.2325 - 5053353 21.2325 - -

2 Rayshi Lakhdir Shah 4925223 20.6942 - 4925223 20.6942 - -

3 Gunvantiben N Shah 500000 2.1008 - 500000 2.1008 - -

4 Shantilal Ladhabhai Shah HUF 480000 2.0168 - 480000 2.0168 - -

5 Ladhabhai Sanganbhai Shah 150000 0.6303 - 150000 0.6303 - -

6 Shantaben Laljibhai Shah 50000 0.2101 - 50000 0.2101 - -

7 Shantilal L Shah 44000 0.1849 - 44000 0.1849 - -

8 Ankur Rayshi Shah 19533 0.0821 - 19533 0.0821 - -

9 Chirag Rayshi Shah 8330 0.035 - 8330 0.035 - -

ii. Shareholding of Promoters and Promoters group:


27

Sr. No

Promoters’ Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company

No. of Shares % of total shares of the company

1 Mr. Nenshi L. Shah

A At the beginning of year 5053353 21.23

B Changes during the year No change during the year

C At the end of year - - 5053353 21.23

2. Mr. Rayshi Lakhdhir Shah

A At the beginning of year 4925223 20.69 - -



3. Mrs. Gunvantiben N Shah




4. Mr. Shantilal Ladhabhai Shah HUF




5. Mr. Ladhabhai Sanganbhai Shah HUF




6. Mrs. Shantaben Laljibhai Shah




7. Mr. Shantilal L Shah




8. Mr. Ankur Rayshi Shah


B Change during the year No change during the year


9. Mr. Chirag Rayshi Shah




iii. Shareholding of Promoters and Promoters group:


28

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

Sr. No

Shareholders’ Name Shareholding at the beginning of the year


No. of Shares % of total shares of the

company


company1 Ms. Neeta Vineet Goyal


B Changes during the year

Date Reason

24.07.2015 Sell (20000) (0.08) (20000) (0.08)


2. Ms. Manjari H. Shah




3 Mr. Subhash L. ShahA At the beginning of year 616000 2.60 - -



4 Laljibhai K. Shah – HUFA At the beginning of year 526800 2.21 - -



5 M/s. Lyons Technologies Limited




6 Ms. Sonalben S. Shah A At the beginning of year 453000 1.90 - -




29

Sr. No

Shareholders’ Name Shareholding at the beginning of the year



company


company7 Vastu Minerals Pvt. Ltd.A At the beginning of year 346000 1.45 - -



8 Mr. Hitesh S. Shah A At the beginning of year 296634 1.25 - -



9 Ms. Apeksha SangoiA At the beginning of year 262000 1.10 - -



10 Ms. Kavita VyasA At the beginning of year 200000 0.84 - -




30

V. Shareholding of Directors and Key Managerial Personnel:

Sr. No

For Each of the Directors and KMP Shareholding at the be-ginning of the year

Shareholding at the end of the year

Name of the Director/KMP No. of share

% of total shares of the company

No. of shares

% of total shares of the company

1. Mr. Rajababu KallaA At the beginning of the year NIL NIL


C At the end of year NIL NIL

2. Mr. Anish Kumar ShahA At the beginning of the year NIL NIL



3. Mr. Hansraj Karsan GalaA At the beginning of the year NIL NIL



4. Mr. Sanjay NanduA At the beginning of the year NIL NIL



5. Mrs. Forum D. ShahA At the beginning of the year NIL NIL



6. Mr. Hitesh S. ShahA At the beginning of the year 296634 1.25 - -




31

VI. INDEBTEDNESS:-

Indebtedness of the Company including interest outstanding/accrued but not due for payment(Amount in Rs)

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: (Amount in Rs)

Sr. No

Particulars of Remuneration Name of MD/WTD/ManagerMr. Rajababu Kalla

Whole-time DirectorTotal annually

TotalAmount(in Rs)

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 14,00,000 14,00,000

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

(c)ProfitsinlieuofsalaryunderSection17(3)IncomeTaxAct,1961 - -

2. Stock Option NA -

3. Sweat Equity NA -

4. Commission-As%ofProfit- Others, specify

- -

5. Others, please specify NA -

Total (A) 14,00,000 14,00,000

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

Particulars Secured Loans excluding Deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtednessatthebeginningofthefinancial year 01.04.2015

1) Principal Amount (Subject to Reconcilliation and Settlement with Banks)

2030749541 176572149 - 2207321690

2) Interest due but not paid (Subject to Reconcilliation and Settlement with Banks)

1485047000 - - 1485047000

3) Interest accrued but not due - - - -

Total of (1+2+3) 3515796541 176572149 - 3692368690

Change in Indebtedness during the financial year

+ Addition 471841884 8500020 - 480341904

- Reduction - 15212870 - 15212870

Net change 3987638425 169859299 - 4157497724

Indebtedness at the end of the financial year 31-03-2016

1) Principal Amount (Subject to Reconcilliation and Settlement with Banks)

2030749541 169859299 - 2200608840

2) Interest due but not paid (Subject to Reconcilliation and Settlement with Banks)

1956888884 - - 1956888884

3) Interest accrued but not due - - - -

Total of (1+2+3) 3987638425 169859299 - 4157497724


32

B. Remuneration of other Directors:

Sr. No Particulars of Remuneration Name of Directors

Total Amount (in Rs)

1 Independent Directors Mr. Anish Shah Mr. Sanjay Nandu Mr. Hansraj Gala

- Fee for attending board committee meetings

- - - -

- Commission - - - -

- Others - - - -

Total (1) - - - -

2 Other Non Executive Directors Mrs. Forum Shah - - -

- 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

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

Sr. No Particulars of Remuneration

Name of the KMP Total Amount (in Rs)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 6,00,000 6,00,000

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

(c)ProfitsinlieuofsalaryunderSection17(3)IncomeTaxAct,1961 - -

2. Stock Option NA -

3. Sweat Equity NA -

4. Commission

-As%ofProfit

- Others, specify -

5. Others, please specify

NA -

Total (A) 6,00,000 6,00,000 VIII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL


33

Annexure II

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[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 (CIN: L32300MH2004PLC145995 ) and having its registeredofficeatF12,groundfloor,SangamArcade,VallabhbhaiRoad,VileParle(West),Mumbai-400056(hereinaftercalled‘theCompany’).SecretarialAuditwasconductedinamannerthatprovidedusareasonablebasis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Basedonourverificationof thecompany’sbooks,papers,minutebooks, formsand returnsfiledandotherrecordsmaintainedby thecompanyandalso the informationprovidedby theCompany, itsofficers,agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Companyhas,duringtheauditperiodcoveringthefinancialyearendedon31stMarch,2016compliedwiththestatutory 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:

Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyforthefinancialyearendedon31stMarch2016accordingtotheprovisionsof:

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

(ii) TheSecuritiesContracts(Regulation)Act,1956(‘SCRA’)andtherulesmadethereunder;

(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;

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

(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 (applicable till 14th May 2015) and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (applicable with effect from 15th May 2015);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999and Securities and Exchange Board of India (Share Based EmployeeBenefits)Regulations,2014notifiedon28October,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);


34

(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

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

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from 1st December, 2015;

(vi) Therearenolawsthatarespecificallyapplicabletothecompanybasedontheirsector/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 effective from 1st July, 2015; and

(ii) The Listing Agreements entered into by the Company with BSE Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai (effective up to 30th November, 2015).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Standards, 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;

(b) inrespectofoutstandingdepositsasat31stMarch2015,thecompanywasrequiredtofileFormsDPT-3latestby30thJune,2015whichisnotfiled;

(c) thecompanyhasnotcompliedwith theprovisionsofSection133of theActpertaining toAccounting Standards (AS-28) w.r.t Accounting for Impairment of Assets and Accounting Standards (AS-29) Provisions, Contingent Liabilities and Contingent Assets, the briefparticularsofwhicharestatedintheStatutoryAuditor’sReportin“pointnoc&e”undertheheadingBasisforQualifiedopinion;

(d) non filing of formDIR-9 in respect of default in payment of interest/repayment of depositrelatingtofinancialyear2014-15;onaccountofthesaiddefaultthedirectorsofthecompanyatthetimeofdefaultandcontinuingontheboardondatehaveincurreddisqualificationintermsoftheprovisionsofSec164(2)oftheAct;

(e) Mr.RajababuKalla,WholeTimeDirectorofthecompanywhoretiredbyrotationattheAnnualGeneralMeetingheldonSeptember29,2015wasineligibletoseekreappointmentbyvirtueofsection164(2)oftheActandaccordinglyshouldhaveceasedtobeadirectorfromthedateoftheAnnualGeneralMeetingandsuchcessationwouldalsoentailfilingofFormDIR-12;

(f) thecompanyisyettofileAnnualReturnonForeignLiabilitiesandAssetsasrequiredunderForeignExchangeManagementAct,1999forthefinancialyear2014-15whichwastobefiledlatestby15thJuly,2015;

(g) in respect of unpaid/unclaimed amount of dividend/interest/matured deposits/ applicationmoneyetc.,thecompanyisyettofileForm5INVrelevanttothefinancialyearended31stMarch,2015andalsotouploadthesameonitswebsite;thesaidForm5INVisrequiredtobefiledwithin90daysfromthedateofAnnualGeneralMeetingwhichwasheldon29thSeptember,2015;


35

(h) companyhasnotcompliedwiththefollowingclauses/RegulationofListingAgreementandLODR:

i) therewasadelayof7daysinsubmissionofAnnualReportfortheyearended31stMarch2015totheStockExchangesasrequiredunderclause31ofListingAgreement;

ii) duetotheobservationmentionedinthesub-para“e”above,theCompanywasnotabletocomplywithRegulation17(1)ofLODRofhavingatleastoneexecutivedirectorontheBoard;

iii) duetotheobservationmentionedinthesub-para“e”above,theCorporateGovernanceReport submitted to theStockExchanges for theQuarter endedSeptember, 2015 andDecember,2015doesnotreflectthecorrectpositionofthecompositionoftheboardw.r.texecutiveDirector.

We further report that

In view of our observation at ‘sub-para (d) and (e) of the previous paragraph’ 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 ‘sub-para (d) and (e)’ of the previous paragraph above.

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 informationandclarificationson theagenda itemsbefore themeetingand formeaningfulparticipation 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 Standards and guidelines.

We further report that during the audit period there were no major corporate events having a major bearing on the company’s affairs.

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.

For Manish Ghia & AssociatesCompany Secretaries

A. N. Sarma Place : Mumbai PartnerDate: 12thAugust, 2016 M No. FCS 4557 C.P. No. 7812


36

‘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 aboutthecorrectnessofthecontentsoftheSecretarialrecords.Theverificationwasdoneontestbasistoensurethatcorrectfactsarereflectedinsecretarialrecords.Webelievethattheprocessesandpractices,we followed provided a reasonable basis for our opinion.

3. WehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandBookofAccountsofthe 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 theresponsibilityofmanagement.Ourexaminationwaslimitedtotheverificationofproceduresonthetest basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiencyoreffectivenesswithwhichthemanagementhasconductedtheaffairsoftheCompany.

For Manish Ghia & AssociatesCompany Secretaries

A. N. Sarma Place : Mumbai PartnerDate: 12thAugust, 2016 M No. FCS 4557 C.P. No. 7812


37

Annexure III

I. Disclosure as per Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: (i) The ratio of the remuneration of each director to the median remuneration of the employees of the

companyforthefinancialyear2015-16:-

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

Mr. Rajababu Kalla 14.80x

(ii) The percentage increase in remuneration of each director, CFO , CEO, Company Secretary orManager,ifany,inthefinancialyear2015-16

Duringthecurrentfinancialyeartherewerenoincrements in the remuneration of Director, CFO ,

CEO, Company Secretary or Manager

(iii) The percentage increase in the median remuneration of employees in the financialyear 2015-16

14 to 15%

(iv) The number of permanent employees on the rolls of the company as on March 31, 2016

41

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financialyear and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration

Average percentile increase in the salaries of employees otherthanthemanagerialpersonnelinthelastfinancialyear is 14% to 15% as against the no increment in the salary of the Chairman & Whole Time Director & Executive Director (Managerial Personnel as definedunder the Act). Annual increase in remuneration is basedondifferentgrades,industrypattern,qualification& experience, responsibilities shouldered and individual performance of managerial personnel and other employees.

II. Statement showing details of Employees of the Company as per Section 197 (12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:In pursuant to the provisions of Section 197(12) of the Companies Act,2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn is provided in a separate annexure forming part of thisReport.PursuanttotheprovisionsofthefirstprovisotoSection136(1)oftheCompaniesAct,2013theAnnualReport excluding the aforesaid information is being sent to the members of the Company. The said information is availableforinspectionattheRegisteredOfficeoftheCompanyduringworkinghoursandanymemberinterestedinobtainingsuchinformationmaywritetotheComplianceOfficeroftheCompanyandthesamewillbefurnishedwithout any fee.

WeherebyconfirmthattheremunerationpaidduringtheyearisaspertheremunerationpolicyrecommendedbyNomination and Remuneration Committee of the Company and adopted by the company.

For and on behalf of the Board of Directors

Place: Mumbai Hitesh Shah Hansraj GalaDate: 16th August, 2016 Chairman Chairman of Nomination & Whole Time Director & Remuneration Committee


38

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, 2016 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 toimproveenergyefficiency.Someoftheadditionalstepstakenareasunder,whichhashelpedCompanyincost 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 :

TheCompanyhad imported in thefinancialyear2004-05and2006-07andabsorbed the technology fromVDLODMS,Netherlandsforopticaldiscunit,andimportedinthefinancialyear2008-09technologyfromOTBSolar, Netherlands for its Solar Photovoltaic Cells unit.

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

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.


39

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.

TheBoardofDirectorsacknowledgesthatithasafiduciaryrelationshipandacorrespondingdutytowardsthestakeholders 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. CompositionThe Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2016, the Board of Directors comprises of total five Directors out of which three are IndependentDirectors. The Chairman of the Board is an Executive Director. The composition of the Board of Directors as on 31st March, 2016 is in conformity with the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (ListingObligations andDisclosureRequirements)Regulations, 2015 (hereinafter referred as ‘ListingRegulations’).

b. Board Procedure TheBoardmeetingsaregenerallyheldat theregisteredofficeof theCompany.Theagenda isprepared inconsultation with the Chairman of the Board of Directors and the Chairman of the other Committees. The agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents, are circulated well in advance of the meeting.

Matter discussed at Board meetings generally relate to Company’s business operations, periodical results of the Company, 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, non-compliance of any regulatory provisions and status of complaints, statutory or listing requirements, etc.

c. Attendance at Board meetingsDuring the year under review, the Board of Directors met four (4) times viz. 30th May, 2015, 14th August, 2015, 7th November, 2015 and 12th February, 2016 and as required, the gap between two meetings did not exceed one hundred and twenty days.

Details of composition and category of the Directors, their attendance at the each Board Meetings held during thefinancialyear2015-16andatthelastAnnualGeneralMeeting,theirdirectorshipsinotherCompaniesandmembership / chairmanship in committees are as follows:

Name of Director Category No. of Board meetings held

Whether attended the

last AGM

No. of other Directorship

in other Public Companies# (refer note 1)

Membership /Chairmanship of

Committees in other Companies# (refer

note 2 & 3)

Held Attended Member Chairman

Mr. Raja Babu Kalla Whole Time Director 4 4 Present Nil Nil

Mr. Anish Kumar Shah Independent Director 4 4 Present Nil Nil

Mr. Hansraj Karshan Gala Independent Director 4 4 Present Nil Nil

Mr.Sanjay Nandu Harilal Independent Director 4 4 Present Nil Nil

Mrs. Forum Dhaval Shah Non-Executive Non Independent Director

4 4 Present Nil Nil


40

# 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.

4. No director is related to any other Director on the Board.

d. Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 12th February, 2016 to review the performance of Non-independent Directors (including the Chairman) and the BoardaswholeandalsoflowofregularinformationbetweentheboardandthemanagementoftheCompany.

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:

• buildanunderstandingoftheCompanyprocessesand

• fullyequipDirectorstoperformtheirroleontheBoardeffectively

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 along with a sample letter of apointment are available on the Company’s website http://www.euromultivision.com/photovoltaic/images/pdf/Terms%20of%20Appointment.pdf.

f. Agenda

All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated in the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of all the Board and Committees for the information of the Board. Agenda papers are circulated seven days prior to the Board Meeting. In addition, for any business exigencies, the resolutions are passed by circulation and later placed in the ensuing Board Meeting.

g. 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. The Company has laid down a code of conduct for the Directors, Senior Management of the Company. The code has been posted on Company’s website www.euromultivision.com. All the Board members and senior managementpersonnelhaveconfirmedcompliancewiththecode.AdeclarationbyMr.RajaBabuKalla,WholeTimeDirectoroftheCompanyaffirmingthecomplianceofthesameinrespectofthefinancialyearendedon


41

31st March, 2016 by the members of the Board and Senior Management Personnel, as applicable to them, is also annexed to this Annual Report.

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, 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

TheBoardCommitteesfocusoncertainspecificareasandmakeinformeddecisionsaboutthesame.EachCommitteeoftheBoardfunctionsaccordingtoitscharterthatdefinesitscomposition,scope,powerandroleinaccordance with Companies Act, 2013 and the Listing Regulation. Presently, the Board has the following three Committees:

(a) Audit Committee(b) Stakeholders’ Relationship Committee(c) Nomination and Remuneration CommitteeThe 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:

TheBoardhasconstitutedawell-qualifiedAuditCommitteeinaccordancewiththeprovisionsofSection177ofthe Companies Act, 2013 and Regulation 18 of Listing Regulations.

The Committee comprises of two Independent Directors and one Executive Director of the Company. All the membersoftheAuditCommitteearefinanciallyliterateandMr.AnishShah,ChairmanoftheCommitteeisaMasterofBusinessAdministrationinFinance.Hehasrelevantaccountingandrelatedfinancialmanagementexpertise.TheStatutoryAuditorsarealso invited in themeetingswhere thefinancialsof theCompanyarediscussed.TheCommitteeoverseestheworkcarriedoutbythemanagement,internalauditorsonthefinancialreportingprocess,thesafeguardsemployedbythemandsuchrelevantmattersasitfindsnecessarytoentrust.

The Audit Committee met four (4) times during the year under review on 30th May, 2015, 14th August, 2015, 7th November, 2015 and 12th February, 2016. The number of meetings attended by each member during the year ended 31st March, 2016 is as under:

Name of the member DesignationNo. of Committee Meetings

Held AttendedMr. Anish Kumar Shah Chairman 4 4Mr. Raja Babu Kalla Member 4 4Mr. Sanjay Nandu Harilal Member 4 4

TheComplianceofficeractsastheSecretarytotheCommittee.

Terms of reference of Audit Committee

The terms of reference of this Committee are wide. Besides having access to all the required information from


42

the Company; the Committee acts as a link between the Statutory Auditors and the Board of Directors of the Company.

The Broad terms of reference of Audit Committee are as follows:

• OversightoftheCompany’sfinancialreportingprocessandthedisclosureofitsfinancialinformationtoensurethatthefinancialstatementiscorrect,sufficientandcredible.

• Recommendingtheappointment/re-appointmentandremovalofauditors,fixationofauditfeeandalsoapproval for payment for any other services.

• ReviewingwithmanagementtheannualfinancialstatementsbeforesubmissiontotheBoard,focusingprimarily on:

- Any changes in accounting policies and practices.

- Major accounting entries based on exercise of judgment by management. - Qualificationsindraftauditreport. - Significantadjustmentsarisingoutofaudit. - The going concern assumption. - Compliance with accounting standards. - Compliancewithstockexchangeandlegalrequirementsconcerningfinancialstatements. - Any related party transactions, i.e. transaction of the company of material nature, with promoters or

themanagement,theirsubsidiariesorrelatives,etc.thatmayhavepotentialconflictwiththeinterestof Company at large.

• MattertobeincludedintheDirector’sResponsibilityStatement

• Reviewingwith themanagement,performanceofstatutoryand internalauditorsandtheadequacyofinternal control systems.

• Reviewingtheadequacyofinternalauditfunction,includingthestructureoftheinternalauditdepartment,staffingandseniorityoftheofficialheadingthedepartment,reportingstructurecoverageandfrequencyof internal audit.

• Discussionwithinternalauditorsandsignificantfindingsandfollowupthereon.

• Reviewingthefindingsofanyinternalinvestigationsbytheinternalauditorsintomatterswherethereissuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussionwithexternalauditorsbeforetheauditcommencesnatureandscopeofauditaswellaspostaudit discussion to ascertain any area of concern.

• ReviewingtheCompany’sfinancialandriskmanagementpolicies.

• To look into the reasons forsubstantialdefaults in thepayment to thedepositors,debenture-holders,shareholders (in case of non-payment of declared dividends) and creditors.

• Discussionswiththeauditorsperiodicallyaboutinternalcontrolsystems,thescopeofauditincludingtheobservationsoftheauditorsandreviewthequarterly,halfyearly,andannualfinancialstatementsbeforesubmission to the Board.

b. Stakeholders’ Relationship Committee:

The Stakeholders’ Relationship Committee is primarily responsible to examine and redress the complaints and grievances of the shareholders/investors of the Company such as transfer / transmission / demat / remat of shares,issueofduplicate,split-up,consolidation,renewalofsharecertificate,non-receiptofAnnualReport,non-


43

receipt of dividend, non-receipt of application money and other issues concerning the shareholders / investors. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading.

The Stakeholders’ Relationship Committee comprises of one Executive and two Independent Directors. The Committee met four times during the year under review on 4 (four) times on 30th May, 2015, 14th August, 2015, 7th November, 2015 and 12th February, 2016. The number of meetings attended by each member during the year ended 31st March, 2016 is as under:

Name of the member DesignationNo. of Committee MeetingsHeld Attended

Mr. Anish Kumar Shah Chairman 4 4Mr. Sanjay Nandu Harilal Member 4 4Mr. Raja Babu Kalla Member 4 4

TheComplianceOfficeractsassecretarytotheStakeholders’RelationshipCommittee.Mr.SunilNemaniistheComplianceOfficeroftheCompany.

Status of Investors’ Complaint:

Thefollowingisthestatusofthecomplaintsreceivedfromtheshareholders,duringthefinancialyear2015-2016:

Opening at the beginning of the year

Received during the year

Resolved during the year

Pending at the end of the year

NIL NIL NIL NIL

c. Nomination & Remuneration Committee

The constitution and terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee comprises of three Independent Directors.

During the year under review, the Nomination and Remuneration Committee met Twice times on 30th May, 2015 and 12th February, 2016. The number of meetings attended by each member during the year ended 31st March, 2016 is as under:

Name of member Designation No. of MeetingsHeld Attended

Mr. Hansraj Karshan Gala Chairman 2 2

Mr. Sanjay Nandu Harilal Member 2 2Mr. Anish Kumar Shah Member 2 2

Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to:

• Formulatecriteriafordeterminingqualifications,positiveattributesandindependenceofDirectorsandevaluating the performance of the Board of Directors.

• Identificationandassessingpotentialindividualswithrespecttotheirexpertise,skills,attributes,personal


44

and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.

• FormulateapolicyrelatingtoremunerationfortheDirectors,CommitteeandalsotheSeniorManagementEmployees

Performance Evaluation criteria:

The Nomination and Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board Committees’ functioning and individual Director evaluation; pursuant to the norms prescribed by the Companies Act, 2013 and Listing Regulations.

Remuneration Policy:

The Company follows a comprehensive policy for selection, recommendation, appointment of Directors and other senior managerial employees and also on the remuneration, and such other related provisions as applicable. 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 to Executive Directors:

• Atthetimeofappointmentorre-appointment,theWhole-timeDirectorshallbepaidsuchremunerationas 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.

• TheremunerationshallbesubjecttotheapprovaloftheMembersoftheCompanyinGeneralMeeting.• In determining the remuneration the Nomination and Remuneration Committee shall consider the

following:i. The relationship of remuneration and performance benchmarks is clear;ii. Balance between fixed and incentive pay reflecting short and long-term performance objectives

appropriate to the working of the company and its goals;iii. Responsibility of the Managing Director’s and the industry benchmarks and the current trends;iv. The Company’s performance vis-à-vis the annual budget achievement and individual performance.

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 and Remuneration Committee shall consider the following:i. The relationship of remuneration and performance benchmark is clear;ii. Thefixedpayreflectingshortandlong-termperformanceobjectivesappropriatetotheworkingofthe

Company and its goals;iii. Thecomponentsofremunerationincludessalaries,perquisitesandretirementbenefits;


45

iv. 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.

Details of remuneration and sitting fees paid to the Directors and Number of Equity Shares held by them during the year ended 31st March, 2016:

Details of remuneration/sitting fees paid during the year 2015-16 and number of shares held as on 31st March, 2016 by the directors of the Company are as follows:

(Amount in Rs. Except for shares)

Name of the Directors Salary & Perquisites

Performance/ Incentive/

Bonus

Commission Sitting Fees

Total No. of Shares

held

Mr. Raja Babu Kalla 14,00,000.00 - - - 14,00,000.00 -

Mr. Anish Kumar Shah - - - - - -

Mr. Hansraj Gala - - - - - -

Mr. Sanjay Nandu - - - - - -

Mrs. Forum Shah - - - - - -

Presently, the Company does not have any scheme to grant stock options either to the Executive Directors or Employees of the Company.

No remuneration/compensation is paid to Non-Executive Directors.

4. 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 maybenotifiedbythemanagementtotheemployees/workers.Theconfidentialityofthosereportingviolationismaintained 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 during the year ended 31st March,2016.Weaffirmthatduringthefinancialyear2015-16,noemployeeordirectoroftheCompanywasdenied access to the Audit Committee. Vigil Mechanism/Whistle Blower Policy is also available on the website of the Company at http://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf.


46

5. GENERAL BODY MEETINGS:

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

Financial Year

Date Time Venue Special Resolution passed

2012-13 27th September,

2013

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

-


2014


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;


2015


-

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.

6. OTHER DISCLOSURES

a. Related-party transactions

Related party transactions are definedas transactions of theCompany ofmaterial nature,with promoters,Directors or with their relatives; its subsidiaries etc. None of the transactions with any of the related parties were inconflictwiththeinterestoftheCompany.

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 http://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf.

b. Compliances related to Capital Market:

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.

c. Auditors’ Certificate on compliance with the provisions relating to Corporate Governance:

Auditors’CertificateoncomplianceofconditionsoftheListingRegulationsrelatingtoCorporateGovernancebythe Company is annexed to this Report.


47

d. Disclosure of Accounting Treatment

Inthepreparationoffinancialstatement,theCompanyhasfollowedtheAccountingStandardsissuedbytheInstitute of the Chartered Accountants of India to the extent applicable.

e. Disclosure of Risk management

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

f. CEO / CFO Certification

In terms of Regulation 17(8) of the Listing Regulation, Mr. Raja Babu Kalla, Whole Time Director, and Mr. Hitesh Shah,CFOoftheCompanyhavesubmittedacertificatetotheBoardofDirectorsintheprescribedformatinrespectoffinancialyearended31stMarch,2016.

g. Details of compliance with mandatory requirements and adoption of non-mandatory requirements

The Company has complied with the mandatory requirements as stipulated under Regulation 27 read with Schedule V of Listing Regulations except for appointment of Comapny Secretary. The details of adoption of the non-mandatory requirements by the Company are mentioned hereunder:

• ReportingofInternalAuditor:TheInternalAuditorsreporttotheAuditCommittee.

h. Disclouser of Compliances

TheComapnyhascompliedwithalltherequirementsofCorporatesGovernacehasspecifiedinregulations17to 27 and clauses (b) to (i) of sub regulation (2) of reulation 46 of Listing regulations except has mentioned in point‘g’above.

7. MEANS OF COMMUNICATION:

• Publication of quarterly results:

The quarterly/half yearly and Annual Financial Results are published in accordance with the provisions of the Listing Regulations in English Newspapers viz. Business Standard and in Marathi newspapers viz. Mahanayak. The results are also available on Company’s website www.euromultivision.com.

• Website:

The Company’s website www.euromultivision.com contains a separate dedicated section- “Investor Relationship”- where shareholders information is available. Periodical Financial results, Shareholding Pattern and 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.

• Presentations / Press Releases:

The Company has not made any presentations/press release to institutional investors or to the analysts and has not given any press release during the year under review.


48

8. GENERAL INFORMATION FOR SHAREHOLDERS (a) Date Time and

Venue of Annual General Meeting

Date : 30th September, 2016 Time : 11.30 a.m.Venue : Gomantak Seva Sangh, 72/A Mahant Road Extension,

Vile Parle (East), Mumbai 400 057

(b) Financial Year 1st April, 2015 to 31st March, 2016

(c) Book Closure dates

Friday 23rd September, 2016 to Friday 30th September, 2016 (both days inclusive)

(d) Financial Calendar (2016-17)

Result for the quarter ended 30th June, 2016 - on 12th August, 2016

Result for the quarter ending 30th September, 2016 - by 14th November, 2016

Result for the quarter ending 31st December, 2016 - by 14th February, 2017

Audited Result for the year/ quarter ending 31st March, 2017

- by 30th May, 2017

(e) Dividend Payment Date

Not applicable

(f) Cut off date for remote e-voting

Theremotee-voting/votingrightsoftheshareholders/beneficialownersshallbereckonedon the equity shares held by them as on the cut-off date i.e. Friday, September 30, 2016.

(g) Listing on Stock Exchanges

BSE Limited (BSE) 25thFloor, P J Towers, Dalal Street, Mumbai - 400001

National Stock Exchange of India Limited (NSE)Exchange Plaza, C-1,Block G. Bandra Kurla Complex Bandra, East, Mumbai- 400051

(h) Stock Code / Symbol

BSE : 533109

NSE : EUROMULTI

(i) ISIN for CDSL and NSDL

IN063J01011

(j) Listing Fee:

The Company has paid listing fees for the year 2015-16 to BSE Ltd. and National Stock Exchange of India Ltd. (NSE) where Company’s shares are listed.


49

(k) 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 2015-16 are as follows:

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

High Low High Low High Low High Low

(in Rs ) (in Rs ) (in Rs ) (in Rs ) (in Rs ) (in Rs ) (in Rs ) (in Rs )

Apr-15 7.45 5.68 29094.61 26897.54 2.10 1.75 8844.8 8144.75

May-15 6.80 4.89 28071.16 26423.99 1.70 1.40 8489.55 7997.15

Jun-15 5.81 4.10 27968.75 26307.07 1.45 1.30 8467.15 7940.30

Jul-15 8.52 5.28 28578.33 27416.39 1.45 1.35 8654.75 8315.40

Aug-15 5.37 3.95 28417.59 25298.42 1.65 1.50 8621.55 7667.25

Sep-15 4.40 3.51 26471.82 24833.54 1.90 1.60 8055.00 7539.50

Oct-15 4.00 3.10 27618.14 26168.71 2.30 1.95 8336.30 7930.65

Nov-15 4.22 3.00 26824.3 25451.42 2.10 1.90 8116.10 7714.15

Dec-15 5.83 2.64 26256.42 24867.73 2.30 1.90 7979.30 7551.05

Jan-16 7.28 3.16 26197.27 23839.76 3.00 2.10 7972.55 7241.50

Feb-16 3.65 2.65 25002.32 22494.61 3.50 2.85 7600.45 6825.80

Mar-16 3.19 2.61 25479.62 23133.18 3.45 3.00 7749.40 7035.10

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

(l) Shareholding Pattern as on 31st March, 2016

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

1 Promoters 9978576 41.92

2 Relatives Of Promoters 499533 2.09

3 Relatives Of Director 752330 3.16

4 Bodies Corporate 1442639 6.06

5 Hindu Undivided Family 799709 3.36

6 OfficeBearers 100 0.00

7 Trusts 250 0.00

8 Clearing Member 102532 0.43

9 Non Resident Indians 237410 0.99

10 Resident Individuals (Public) 9986970 41.96

Total 23800049 100.00


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(m) Distribution of shareholding as on 31st March, 2016

Shareholding (No. of Shares)

Number of shareholders

% of total number of shareholders

Total Number of Shares

% of Total Number of Shares

1 to 500 6418 75.53 1144212 4.81

501 to 1000 1014 11.93 842915 3.54

1001 to 2000 494 5.81 776907 3.26

2001 to 3000 177 2.08 465659 1.96

3001 to 4000 92 1.08 328575 1.38

4001 to 5000 67 0.79 316847 1.33

5001 to 10000 126 1.48 963206 4.05

10001 and above 109 1.28 18961728 79.67

Total 8497 100 23800049 100.00

(n) Share Transfer System

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent within stipulated time. Shares under objection are returned within two weeks. All requests for dematerializationofsharesprocessedandtheconfirmationisgiventotherespectivedepositoriesi.e.National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within21days.TheCompanyobtains, fromaPracticingCompanySecretary,ahalf-yearlycertificateof compliance with the share transfer formalities as required under Regulation 40(9) of the Listing RegulationenteredintowithStockExchangesandfilesacopyofthecertificatewiththeconcernedStockExchanges.

(o) Dematerialization of shares and liquidity

As on 31st March, 2016 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).

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

As on 31st March, 2016, the Company does not have any outstanding ADRs, GDRs, Warrants or any convertible instruments.

(q) 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


51

(r) 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 – 400 078 Tel: 91 22 2594 6970 Fax: 91 22 2594 6969 E-mail: [email protected]

(s) Address for Investor Correspondence

ShareholderscancontacttheComplianceOfficerforShare/SecretarialrelatedmattersoftheCompanyat the below mentioned address:

Mr. Sunil Nemani ComplianceOfficer Euro Multivision Limited F12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai 400 056 Phone: +91-22-4036 4036, Fax : +91-22-4036 4037, E-mail: [email protected]; Website: www.euromultivision.com


52

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT:

ItisherebyconfirmedthattheCompanyhasadoptedCodeofConductfortheBoardofDirectorsandSeniorManagementPersonneloftheCompanyandallhaveaffirmedtheiradherencetothecodeduringthefinancialyear2015-16.

For Euro Multivision Limited

Place: Mumbai Hitesh ShahDate: 30th May, 2016 Chairman & Whole Time Director __________________________________________________________________________________________________

AUDITORS CERTIFICATE ON COMPLIANCE OF THE CORPORATE GOVERNANCE

To ,The Members ofEURO MULTIVISION LIMITED

We have examined the records concerning compliance of the conditions of Corporate Governance by EURO MULTIVISION LIMITED for the year ended March 31, 2016, as stipulated in

i) Clause 49 [excluding clause 49(VII)(E)] of the Listing Agreements of the Company with stock exchange(s) for the period from April 1, 2015 to November 30, 2015.

ii) Clause 49(VII)(E) of the Listing Agreements of the Company with the stock exchange(s) for the period from April 1, 2015 to September 30, 2015.

iii) Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from September 2, 2015 to March 31, 2016 and

iv) Regulations 17 to 27 [excluding Regulation 23(4)] and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from December 1, 2015 to March 31, 2016.

(hereinafter together referred to as “the Listing Regulations”).

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 CorporateGovernance.ItisneitheranauditnoranexpressionoftheopiniononthefinancialstatementsoftheCompany.

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 Regulations except as stated below:

• TheCompanyisyettoappointaCompanySecretary.WefurtherstatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynortheefficiencyoreffectiveness with which the management has conducted the affairs of the Company.

For Deepak Maru& Co.Chartered Accountants

ICAI Firm Registration No. 115678W

CA. Jaymin P. ShahMembership No. 118113

Partner


53

INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS

To The Members of Euro Multivision Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of EuroMultivision Limited (“theCompany”),whichcomprisetheBalanceSheetasat31st March,2016, theStatementofProfitandLoss, theCashFlowStatementfortheyearthenended,andasummaryofthesignificantaccountingpoliciesandotherexplanatory 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 (‘theAct)with respect to thepreparationof thesefinancial statements togivea trueand fairviewofthefinancialposition,financialperformanceandcashflowsoftheCompanyinaccordancewiththeaccountingprinciplesgenerallyacceptedinIndia,includingtheAccountingStandardsspecifiedundersection133 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;anddesign, implementationandmaintenanceofadequate internal financial controls, thatwereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterial misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.

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. WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedundersection143(10)oftheAct 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 andperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterial 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 theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.Inmakingthoseriskassessments,theauditorconsiderstheinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairview, inordertodesignauditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whethertheCompanyhasinplaceanadequateinternalfinancialcontrolssystemoverthefinancialreportingand 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,aswellasevaluatingtheoverallpresentationofthefinancialstatements.

7. Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononfinancialstatements.


54

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 financialstatementsgivetheinformationrequiredbytheActinthemannersorequiredandgiveatrueandfair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Companyasat31stMarch2016,anditslossanditscashflowsfortheyearendedonthatdate.

Basis for Qualified Opinion

a) Theattention is invitedto thenoteno.3,of thefinancialstatements, towardsthefact that theCompany’sfinancing facilities/arrangements includingTermLoans,WorkingCapitalFacilitiesandNonFundBasedCreditFacilitieshaveexpiredandtheaccountswiththeBankshaveturnedintoNonPerformingAssetssincemorethan4years.

The Company is unable to renegotiate, restructure or obtain replacement of financingarrangementsandthebankshaveinitiatedlegalproceedingsfortherecoveryfromtheCompanyu/s19oftheDebtRecoveryTribunal(DRT)andu/s13(2)oftheSecuritization&ReconstructionofFinancialAssets&EnforcementofSecurity(Second)Interest(SARFAESI)Act,2002.Inadditiontothis,theCompanyhasbeencontinuouslyincurringsubstantiallossessincepastfewyearsandasonMarch31,2016,theCompany’scurrentliabilitiesexceeditscurrentassetsbyRs.38,502.84lakhs.Further, thenetworthof theCompanyhas fully erodedand theCompanyhasfiled forregistrationu/s.15(1)oftheSickIndustrialCompanies(SpecialProvisions)Act,1985,beforetheHon’bleBoardforIndustrial&FinancialReconstruction.

All the above events indicate a material uncertainty that casts a significant doubt on theCompany’sabilitytocontinueasagoingconcernandthereforeitmaybeunabletorealizeitsassetsanddischargeitsliabilitiesinthenormalcourseofbusiness.Thefinancialresultsdonotdisclosethefactthatthefundamentalaccountingassumptionofgoingconcernisnotfollowed.

b) The Company has not provided interest on unsecured loan amounting to Rs.176.76 lakhs(PreviousyearRs.233.07lakhs)fortheyearended31stMarch,2016.Hadthesamebeenprovidedthe loss for theyearending31stMarch,2016will increasebyRs.176.76 lakhs (PreviousyearRs.233.07lakhs)andthecorrespondingliabilitywillalsoincreasebyRs.176.76lakhsasat31stMarch,2016(PreviousYearRs.233.07lakhs).

c) Attention is also drawn to the fact that the Company has not provided for impairment ordiminishing value of its assets/investment as per ‘Accounting Standard 28 –Accounting forImpairment ofAssets’ as notified under the Companies (Accounting Standards) Rules, 2006readwiththeGeneralCircular15/2013dated13thSeptember,2013oftheMinistryofCorporateAffairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment ordiminishingvaluehasnotbeenquantifiedby themanagementandhence thesame isnotascertainable.

d) Wedrawattentiontothefactthatfinancialstatementsaresubjecttoreceiptofconfirmationofbalancesfromallofthedebtors,loans&advances,investments,banks,sundrycreditorsandotherliabilities.Pendingreceiptofconfirmationofthesebalancesandconsequentialreconciliations/adjustments,ifany,theresultantimpactonthefinancialstatementsisnotascertainable.

e) Wedrawattentiontothefactsthatthenon-ascertainmentofcompleteparticularsofduestoMicro,SmallandMediumenterprises,ifanyunderMSMEDAct,2006,andprovisionstowardsinterest,if any, is not ascertained at this stagewhich is not in conformitywith para14 ofAccountingStandard29-‘Provision,ContingentLiabilitiesandContingentAssets.


55

Report on other legal and regulatory requirements

9. Asrequiredby‘theCompanies(Auditor’sReport)Order,2015’,issuedbytheCentralGovernmentofIndiaintermsofsub-section(11)ofsection143oftheAct(hereinafterreferredtoas‘theOrder’),andonthebasisof such checks of the books and records of the Company as we considered appropriate and according to theinformationandexplanationsgiventous,wegiveintheAnnexureastatementonthemattersspecifiedin paragraphs 3 and 4 of the Order.

10. 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) TheBalanceSheet,Statement ofProfit andLoss, and theCashFlowStatement dealtwith by thisReport are in agreement with the books of account;

d) Inouropinion,theaforesaidfinancialstatementscomplywiththeAccountingStandardsspecifiedundersection 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014, exceptforasstatedinbasisforqualificationsabove.

e) On the basis of written representations received from the Directors as on March 31, 2016, none of the DirecotrsaredisqualifiedasonMarch31,2016frombeingappointedasaDirector in termsofsub-section (2) of section 164 of the Act.

f) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompanyandtheoperatingeffectivenessofsuchcontrols,refertoourseparateReportinAnnexure-‘A’.

g) 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, 2016, on its financialpositioninitsfinancialstatements;

ii) The Company has made provision as at March 31, 2016 as required under the applicable law or Accounting Standards for material foreseeable losses, if any, on long-term contracts including derivative contracts exceptasstatedinbasisforqualificationsabove;

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, 2016.

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

Jaymin P. ShahPartnerMem.No.118113 Place: Mumbai Date: May 30, 2016


56

ANNEXURE – ‘A’ TO THE INDEPENDENT AUDITORS’ REPORTReferred to in paragraph 10(f) of the Independent Auditor’s Report of even date to the Members of Euro Multivision Ltd on standalone financial statement for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofEuroMultivisionLtd.(“theCompany”)asofMarch31,2016inconjunctionwithourauditofthestandalonefinancialstatementsoftheCompanyforthe year ended on that date.

Management’s Responsibility for Internal Financial Controls

TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedonthe internalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial ReportingissuedbytheInstituteofCharteredAccountantsofIndia(‘ICAI’).Theseresponsibilitiesincludethedesign,implementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherencetocompany’spolicies,thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccountingrecords,and the timelypreparationof reliablefinancial information,asrequiredunder theCompanies Act, 2013.

Auditors’ Responsibility

OurresponsibilityistoexpressanopinionontheCompany’sinternalfinancialcontrolsoverfinancialreportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an auditof internalfinancialcontrols,bothapplicabletoanauditofInternalFinancialControlsand,bothissuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandifsuchcontrolsoperated effectively in all material respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfinancialcontrolssystemoverfinancialreportingandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherdue to fraud or error.

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassuranceregardingthereliabilityoffinancialreportingandthepreparationoffinancialstatementsforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.Acompany’sinternalfinancialcontroloverfinancialreportingincludesthosepoliciesandproceduresthat(1)pertaintothemaintenanceofrecordsthat, in reasonabledetail,accuratelyand fairly reflect the transactionsanddispositionsof theassetsof thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and


57

expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreporting,includingthepossibilityof collusion or improper management override of controls, material misstatements due to error or fraud may occurandnotbedetected.Also,projectionsofanyevaluationof the internalfinancialcontrolsoverfinancialreportingtofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingmaybecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasatMarch31,2016,basedontheinternalcontroloverfinancial reportingcriteriaestablishedby theCompanyconsidering theessentialcomponentsofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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

CA. Jaymin P. ShahPartnerMem.No.118113 Place: Mumbai Date: May 30, 2016


58

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT(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, 2016)

(1) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details andsituationofitsfixedassets.

(b)Asexplainedtous,allthefixedassetshavebeenphysicallyverifiedbythemanagementinaphasedperiodical manner, which in our opinion is reasonable, having regards to the size of the Company and natureofitsassets.Nomaterialdiscrepancieswerenoticedonsuchphysicalverification.

(c) According to the information and explanations given to us and the records examined by us, we report that, the title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at the balance sheet date.

(2) In respect of its Inventories:

TheinventorieshavebeenphysicallyverifiedduringtheyearbythemanagementatreasonableintervalsandnomaterialdiscrepancieswerenoticedonphysicalverificationinrelationtothesizeoftheCompanyand the nature of its business.

(3) TheCompanyhasnotgrantedanyloans,securedorunsecured,tocompanies,firmsorotherpartiescovered 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 explanation given to us, the Company has neither granted any loans nor provided any guarantees nor any securities in respect of any loans to any party covered under section 185 or section 186 of the Act.

(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 andtheRulesframedthereunder totheextentnotified.HoweverinrespectofdepositsacceptedbythecompanybeforethecommencementofthisAct,withinthemeaningofsection74&75oftheActandtheRulesframedthereundertotheextentnotified,theprincipalamountofsuchdeposits and interest due thereon remained unpaid even after expiry of one year from suchcommencement and theCompanyhas not filed a statementwithin a period of threemonthsfrom such commencement or from the date on which such payments, are due, with the Registrar detailsasprescribedu/s.74(1)(a).

(6) TheCentralGovernmentofIndiahasnotspecifiedthemaintenanceofcostrecordsundersub-section(1) of section 148 of the Companies Act, 2013 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 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 income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, as at March 31, 2016, which have not been deposited on account of any dispute.


59

(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, 2016.

(8) InouropinionandaccordingtotheinformationandexplanationsgiventoustheCompanyhasdefaulted in repayment of loans and interests dues to the banks and financial institution asunder:

Name of the Bank Principal Outstanding (Rs. in Lakhs)

Interest Outstanding (Rs. in Lakhs)

Default since

State Bank of India 12391.62 11944.16 April 2011

The Cosmos Co-Op Bank Ltd 7915.88 7624.72 January 2011

Total 20307.50 19568.88

(9) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments). The term loans were applied for the purposes for which those are raised.

(10) 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 by the Company or on the Companybyitsofficersoremployees,noticedorreportedduringtheyear,norhavewebeeninformedof any such case by the Management.

(11) The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(12) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

(13) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related partiesand thedetailsof relatedparty transactionshavebeendisclosed in thestandalonefinancialstatements as required by the applicable accounting standards.

(14) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(15) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

(16) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934

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

Jaymin P. ShahPartnerMem.No.118113 Place: Mumbai Date: May 30, 2016


60

BALANCE SHEET AS AT MARCH 31, 2016

EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 238,000,490 238,000,490 Reserves & Surplus 2 (2,927,102,880) (2,314,608,565)Total (2,689,102,390) (2,076,608,075)Non-Current Liabilities Long-term borrowings 3 169,859,299 176,572,149 Total 169,859,299 176,572,149 Current Liabilities Short-term borrowings 4 649,053,730 649,053,730 Trade payables 12,317,404 33,284,601 Other Payable 3,901,271 2,395,163 Other current liabilities 5 3,360,326,279 2,872,653,697 Short-term provisions 6 8,574,487 11,766,880 Total 4,034,173,171 3,569,154,071 GRAND TOTAL 1,514,930,080 1,669,118,145 ASSETS Non-Current Assets Fixed assets (i) Tangible assets 7 1,311,035,196 1,451,940,405 (ii) Intangible assets 7 3,750 3,751 Non-current investments 8 100,000 100,000 Long-term loans and advances 9 19,901,729 21,501,957 Total 1,331,040,674 1,473,546,113 Current Assets Inventories 10 42,634,566 53,721,190 Trade receivables 11 61,648,296 67,558,935 Cash and bank balances 12 26,798,650 23,957,510 Short term loans and advances 13 3,502,583 7,672,260 Other current assets 14 49,305,311 42,662,137 Total 183,889,406 195,572,032 Significantaccountingpolicies 22 Notestofinancialstatements 1to23 GRAND TOTAL 1,514,930,080 1,669,118,145

Particulars Note No. As at 31st March 2016

(Amount in Rs.)

As at 31st March 2015

(Amount in Rs.)

As per our report of even date For and on behalf of the Board of For DEEPAK MARU & CO. EURO MULTIVISION LIMITED ICAI Firm Registration No. 115678W Chartered Accountants Jaymin Shah Rajababu Kalla Anish Shah Hitesh ShahPartner Director Director CFOMembership Number - 118113 DIN : 00346283 DIN : 03588464 Place: Mumbai Place: Mumbai Date: May 30, 2016 Date: May 30, 2016


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STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENED MARCH 31, 2016

INCOME Revenue from operations (Net) 15 245,646,629 159,125,813

Less:Excise duty and cess 4,768,593 11,246,327

240,878,036 147,879,486

Other income 16 8,410,616 76,268,560

Total 249,288,652 224,148,046

EXPENSES

Cost of raw materials consumed 17 71,667,348 80,646,966

Purchase of traded goods 18 110,018,498 13,585,339

(Increase)/Decreaseininventoriesoffinishedgoods, work in progress and traded goods 18 7,696,669 (3,574,726)

Employeesbenefitexpense 19 20,581,385 22,448,710

Other expense 20 41,046,887 47,093,113

Total 251,010,787 160,199,402

Earnings Before Interest, Tax and Depreciation (EBITDA) (1,722,135) 63,948,644

Finance cost 21 469,866,971 472,071,927

Depreciation & Amortization 7 140,905,209 140,984,416

Profit Before Exceptional Items and Tax (612,494,315) (549,107,699)

Exceptional Items (Refer to Note No.23, Point No.8) - 781,944,999

Profit / (Loss) before tax for the period (PBT) (612,494,315) (1,331,052,698)

Tax expenses

Prior period tax - -

Current tax - -

Deferred tax - -

Profit / (Loss) for the period from continuing operations (612,494,315) (1,331,052,698)

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

Basic (25.74) (55.93)

Diluted (25.74) (55.93)

Significantaccountingpolicies 22

Notesonfinancialstatementasperourreportofevendate 1to23

Particulars Note No. For the year ended March 2016

(Amount in Rs.)

For the year ended March 2015

(Amount in Rs.)


62

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

Cash flow from operating activitiesNet Profit before tax and extraordinary items (612,494,315) (1,331,052,698) Adjustments for : Depreciation 140,905,209 140,984,416 Interest Expense 469,866,971 472,071,927 Other Income (7,657,566) (5,573,437) Dividend Received - 603,114,614 (12,000) 607,470,906 Operating profit before working capital changes (9,379,701) (723,581,792) Adjustments for: Decrease / (Increase) Trade & other receivables 5,910,639 (49,749,373) Decrease / (Increase) Inventories 11,086,624 (1,757,111) Decrease / (Increase) Other Current Assets (873,269) (8,198,583) Increase / (Decrease) Trade Payables and Current Liabilities 465,019,102 481,143,096 1,272,419,960 1,212,714,893 Cash generated from operations 471,763,395 489,133,101 Direct tax - - Cashflowbeforeexceptionalitems 471,763,395 489,133,101 Exceptional items - (781,944,999)Net cash from operating activities 471,763,395 1,271,078,100 Cash flow from investing activities Purchaseoffixedassets - (3,125,430)Dividend Received - 12,000 Sale/Disposaloffixedassets - -Net cash used in investing activities - (3,113,430)

Cash flow from financing activities Proceeds from borrowings - - Repayment of Borrowings (6,712,850) (21,469,552) Finance Cost (469,866,971) (1,254,016,926) Other Income 7,657,566 5,573,437 Net cash used in financing activities (468,922,255) (1,269,913,040)Net increase in cash and cash equivalents 2,841,140 (1,948,370)Cash and Cash equivalents as at the beginning of the year 23,957,510 25,905,880 Cash and Cash equivalents as at the end of the year 26,798,650 23,957,510

ParticularsAs at 31st

March 2016 (Amount in Rs.)


(Amount in Rs.)



63

NOTES FORMING PART OF THE BALANCE SHEET




(Amount in Rs.)

NOTE - 1 SHARE CAPITALAuthorized 2,81,50,000 Equity shares of Rs.10 each 281,500,000 281,500,000 1,85,000 - 5 % Cumulative Redeemable Preference Shares of Rs.100/- each 18,500,000 18,500,000 300,000,000 300,000,000 Issued, Subscribed and fully paid up2,38,00,049 equity shares of face value of Rs.10/- each 238,000,490 238,000,490 238,000,490 238,000,490

Reconcilliation of the number of shares outstanding Equity Preference Equity Preference Shares Shares Shares Shares

Shares outstanding at the beginning of the year (No. of Shares) 23,800,049 - 23,800,049 - Shares Issued during the year (No. of Shares) - - - - Shares bought back during the year (No. of Shares) - - - - Shares outstanding at the end of the year (No. of Shares) 23,800,049 - 23,800,049 -

Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote pershare.NodividendswereproposedbytheBoardofDirectorsforthefinancialyear2015-2016.Intheeventofliquidationofthecompany,equity shareholders will be entitled to receive remaining assets in proportion to the number of shares held by them. Terms / Rights attached to Preference Shares

The Company has only one class of preference shares having a par value of Rs.100/- per share. No preference shares have been issued by the Company.

Shares in the Company held by each shareholder holding No. of (%) No. of (%) more than 5 percent shares Shares held Holding Shares held Holding

Nenshi L Shah 5,053,353 20.73 4,933,053 20.73 Rayshi L Shah 4,925,223 20.69 4,925,223 20.97 NOTE - 2RESERVES & SURPLUS Securities Premium AccountOpening balance 572,003,185 572,003,185 Closing balance 572,003,185 572,003,185

Surplus / (Deficit) Opening balance (2,886,611,750) (1,553,468,669)Transitional Adjustments to Carrying Value of Tangible Assets whose revised useful life has expired - (2,090,383)Add:(Net loss) for the year (612,494,315) (1,331,052,698)Closing balance (3,499,106,065) (2,886,611,750)Total (2,927,102,880) (2,314,608,565)


64





(Amount in Rs.)

NOTE - 3 LONG TERM BORROWINGS SECURED LOANS Current Non-Current Current 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 - Total 1,378,207,811 - 1,378,207,811 - Other loans - 169,859,299 - 176,572,149 Total long term borrowings 1,378,207,811 169,859,299 1,378,207,811 176,572,149

• Sincefinancialyear2011-2012,theCompanyhasbeenincurringsignificantlosseswhichhasresultedinerosionofitsnetworth.Theglob-al economic meltdown and steep fall in demand of Company’s products led to losses and thereby depleting working capital. In the course of time, it further resulted into default in the repayment of dues to banks including Term Loans, Cash Credit Accounts and also devolvement of letters of credit.

• ConsequentlytheCompanyhadreceivedsummons/noticefromtheofficeofDebtRecoveryTribunal-II,AhmedabadGujaratinresponseoftheapplicationfiledbyStateBankofIndiaBarodaGujaratvideO.A.No.56/2012fortherecoveryoftheirloanunderSection19oftheRecovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

• TheCompanyhadreceivednoticesu/s13(2)ofSecuritization&ReconstructionofFinancialAssets&EnforcementofSecurityInterestAct,2002 from The Cosmos Co-op Bank Ltd and State Bank of India for recovery of its outstanding dues towards various credit facilities ex-tended 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.

• Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedasonMarch31,2012,andbeingmandatory,filedthereferenceU/s15(1)ofSickIndustrialCompanies(SpecialProvisions)Act,1985beforetheHon’bleBoardfor 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.

• Inthelightofabovescenario,alltermloansfrombanksarenolongertreatedaslongtermborrowings,buthavebeenclassifiedasCurrentmaturities of Long Term Borrowings under Other Current Liabilties in Note No.6.

• UnsecuredLoansclassifiedasotherloansandadvancescarriesinterestratenotexceeding12%p.a.

• TermLoanfromBanksaresecuredbyhypothecationandmortgageoffixedassetsoftheCompanysituatedatitsOpticalDiscUnitandSolar Cells Unit (in Special Economic Zone) at Bhachau, Kutch, Gujarat, and also by personal guarantees of erstwhile Promoters / Direc-tors of the Company.

• ThesanctionedTermLoanofRs.33,75,00,000/-fromTheCosmosCo-opBankLtd,[email protected]%p.a.,subjecttorevisionatthe bank’s discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.76,80,000/- each alongwith interest. The principal outstanding is due since January 2011 and interest is outstanding since March 2011.

• ThesanctionedTermLoanofRs.10,50,00,000/-fromTheCosmosCo-opBankLtd,[email protected]%p.a,subjecttorevisionatthe bank’s discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.23,89,073/- each alongwith interest. The principal outstanding is due since January 2011 and interest outstanding is due since April 2011.

• ThesanctionedTermLoanofRs.2,94,00,000/-fromTheCosmosCo-opBankLtd,[email protected]%p.a,subjecttorevisionatthe bank’s discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.6,68,940/- each alongwith interest. The principal outstanding is due since January 2011 and interest outstanding is due since April 2011.

• ThesanctionedTermLoanofRs.80,00,00,000/-fromStateBankofIndia,carryinginterest(subjecttorevisionatthebank’sdiscretionbased on the changes in base rate) @ 12.25% p.a. with monthly rest and biennial reset clause, is repayable in 20 equal quarterly install-ments of Rs.4,00,00,000/- each.The principal outstanding is due since April 2011 and interest is outstanding since June 2011.

• ThesanctionedTermLoanofRs.36,00,00,000/-fromStateBankofIndia,carryinginterestofminimum(subjecttorevisionatthebank’sdiscretion based on the changes in SBAR) @ 10.00% p.a. is repayable in monthly installments of Rs.1,27,81,000/- each.The balance of principal outstanding is due since June 2011 and interest is outstanding since July 2011.


65


NOTE - 4

Particulars As at March 31, 2016 (Amount in Rs.)

As at March 31, 2015 (Amount in Rs.)

SHORT TERM BORROWINGS

SECURED LOANS

Loans repayable on demand

Cash Credit facilties from

- The Cosmos Co-op Bank ltd 329,317,424 329,317,424 - State Bank of India 319,736,306 319,736,306

Total 649,053,730 649,053,730

• Since financial year 2011-2012, the Company has been incurring significant losses which has resulted in erosion of its net worth.ConsequentlytheCompanyhadreceivedsummons/noticefromtheofficeofDebtRecoveryTribunal-II,AhmedabadGujaratinresponseoftheapplicationfiledbyStateBankofIndiaBarodaGujaratvideO.A.No.56/2012fortherecoveryoftheirloanunderSection19oftheRecovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

• TheCompanyhasreceivednoticesu/s13(2)ofSecuritization&ReconstructionofFinancialAssets&EnforcementofSecurityInterestAct, 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.

• Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedasonMarch31,2012,andbeingmandatory,filedthereferenceU/s15(1)ofSickIndustrialCompanies(SpecialProvisions)Act,1985beforetheHon’bleBoardfor 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.

• Securedonpari-passubasis,byhypothecationandmortgageofcurrentassetsof thecompany i.estocksof rawmaterials,stocks inprocess,finishedgoods,stores,spares,bookdebtsetc.towardsitsOpticalDiscUnitandSolarCellsUnit(inSpecialEconomicZone)atBhachau, Kutch, Gujarat and by way of personal guaratees of erstwhile Promoters / Directors of the Company.

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

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

NOTE - 5



OTHER CURRENT LIABILITIES

Current maturities of long term borrowings

Term loan - Cosmos Co - op Bank Ltd

Term loan - State Bank of India

Interest accrued & due on term loans

Interest accrued & due on working capital

Advance received from customers

Statutory dues payable

Credit card payments

Retention money payable

Total

458,781,052

919,426,759

1,473,424,908

483,345,766

23,417,787

284,925

145,082

1,500,000

458,781,052

919,426,759

1,095,147,091

389,781,699

6,801,624

1,057,534

157,938

1,500,000

3,360,326,279 2,872,653,697


66

NOTE - 6



SHORT TERM PROVISIONS

Provision for expenses

Provision for salaries & wages

Provision for leave salaries & bonus

Provision for provident fund

Audit fees payable

Provision for Gratuity

Provision for other expenses

Provision for tax

Provision for income tax (MAT), FBT

Total

1,940,276

963,881

313,962

-

1,148,705

2,169,333

2,038,330

4,252,466

1,043,713

32,732

328,653

1,422,624

2,118,362

2,568,330

8,574,487 11,766,880



67

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190,

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7,63

6,39

9 1,

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1,25

2,13

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16,8

81,0

76

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16,8

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7,25

5,23

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2,24

8,63

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9,50

3,86

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9,62

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6,96

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503,

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714,

551

1,21

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27,6

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- -

27,6

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68

NOTE - 8



NON CURRENT INVESTMENTS (AT COST)

Long term investments:

Non-trade and unquoted:

Investment in equity instruments

1000 Equity shares of Rs.100 each of Cosmos Co-op. Bank Limited

Total

100,000

100,000

100,000 100,000

NOTE - 9



LOANS AND ADVANCES

Long term

Income tax / FBT advances

MAT credit receivable

Excise duty refund receivable

Sales tax refund receivable

Total

6,014,745

11,950,981

1,936,003

-

7,004,486

11,950,981

1,936,003

610,487

19,901,729 21,501,957

NOTE - 10



INVENTORIESFinished goodsWorkinprogressandsemifinishedgoodsRaw materialsPacking materialTotal

4,586,290 628,496

34,282,407 3,137,373

8,657,567 4,253,888

37,584,844 3,224,891

42,634,566 53,721,190

NOTE - 11



TRADE RECEIVABLESTrade receivables outstanding for a period less than six months from the date they are due for paymentSecured, considered goodUnsecured, considered goodTotal Trade receivables outstanding for a period exceeding six months from the date they are due for paymentSecured, considered goodUnsecured, considered goodLess: Provision for doubtful debtsTotalTotal Trade Receivables

- 6,451,583

- 12,880,719

6,451,583 12,880,719

- 67,953,947 12,757,234 55,196,713

-67,435,450

12,757,234 54,678,216

61,648,296 67,558,935



69

NOTES FORMING PART OF THE BALANCE SHEETNOTE - 12



CASH AND BANK BALANCESCash and Cash EquivalentsCash on handBalances with banksCurrent accountsOther bank balancesFixed deposit against LC margin money Fixed deposit against bank guarantees *

60,416

(9,97,766)

1,46,35,0001,31,01,000

1,20967

(38,99,457)

1,46,35,0001,31,01,000

Total 26,798,650 23,957,510

* The Company has imported various Capital Goods under the Export Promotion Capital goods Scheme (EPCG), of the Government of India,throughvariouslicenses,atconcessionalratesofCustomDutyonanundertakingtofulfillquantifiedexportswithinaperiodofeightyears from the date of respective licenses. The said bank guarantee has been furnished to various Custom authorities for this purpose.

NOTE - 13



SHORT TERM LOANS AND ADVANCES Prepaid insurancePrepaid expensesStaff advancesInsurance A/c RG 23 Part II (excise)Interest accrued and receivable on security depositAdvances to suppliersOther short term loans and advancesTotal

4,463 29,770

1,162,532 982

144,848 394,260

1,765,728 -

17,321 34,483

1,261,711 1,545

195,152 417,451

5,711,193 33,404

3,502,583 7,672,260

13.1 Disclosure as per Clause 32 of Listing Agreement

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

Particulars As at March 31, 2016

As at March 31, 2015

Maximum Amount due at any time during the Year

Ended March 31, 2016



N.A. Rs. Rs. Rs. Rs.

- - - -


70


NOTE - 15

Particulars For the year ended March 31, 2016 (Amount in Rs.)

For the year ended March 31, 2015 (Amount in Rs.)

REVENUE FROM OPERATIONSSale of productsFinished goodsTraded goodsRevenue from operations (gross)Less:Excise duty and cessRevenue from operations (net)

Details of products soldFinished goods sold (excluding excise duty and cess)Optical discsSolar photovoltaic cellsTotal

Traded goods soldSolar photovoltaic cells

Other Operating Income Technical consultancy on Solar CellsTotal Total

117,209,781 118,117,887 235,327,668

4,768,593 230,559,075

40,331,409 190,227,666

152,120,739 3,493,720

155,614,459 11,246,327

144,368,132

119,117,153 25,250,979

230,559,075 144,368,132

118,117,887

10,318,961

3,493,720

3,511,354

10,318,961 3,511,354

240,878,036 147,879,486

(b) Loans and Advances in the nature of loan given to Employees


As at March 31, 2015





Rs. Rs. Rs. Rs.

Employee Loan given in the ordinary course of the business 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 theCompanies Act, 2013

1,162,532 1,261,711 778,574 808,565

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

NOTE - 14



OTHER CURRENT ASSETSDeposits-Accrued interest on bank guarantees/LC marginsDeposits-Share Link Deposits of Cosmos BankDeposits-Security Deposits for various faciltiies

32,158,993 11,612,489 5,533,829

25,595,819 11,612,489 5,453,829

Total 49,305,311 42,662,137


71

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNT

NOTE - 16

Particulars For the year endedMarch 31, 2016(Amount in Rs.)

For the year endedMarch 31, 2015(Amount in Rs.)

OTHER INCOMEDividend income on equity shares of the Cosmos Co-op Bank LtdDamage Claim receivedBooth Design Charges at ExhibitionProvision of Doubtful Debts ReversedLiabilities Not Payable Written OffInterest received / accrued on bank deposits Interest received on security depositMisc. Sales at BhachauTotal

- -

520,000 - -

7,219,499 438,067 233,050

12,000 20,266

- 63,021,158 7,661,965 5,089,336

463,835 -

8,410,616 76,268,560

NOTE - 17



COST OF RAW MATERIALS CONSUMEDInventories at the beginning of the yearRaw materialsPacking materialsTotal

Add : PurchasesRaw materialsPacking materialsTotal

Inventories at the end of the yearRaw materialsPacking materialsTotal Cost of raw materials consumed

37,584,843 3,224,891

39,780,796 2,846,554

40,809,734 42,627,350

67,035,908 1,241,486

76,002,652 2,826,698

68,277,394 78,829,350

34,282,407 3,137,373

37,584,843 3,224,891

37,419,780 40,809,734

71,667,348 80,646,966


72

NOTE - 18



(INCREASE) / DECREASE IN INVENTORIESInventories at the beginning of the yearFinished goods 8,657,567 6,170,050 Semifinishedgoods/WIP 4,253,888 3,166,679 Traded goods - - Total 12,911,455 9,336,729 Inventories at the end of the yearFinished goods 4,586,290 8,657,567 Semifinishedgoods/WIP 628,496 4,253,888 Traded goods - - Total 5,214,786 12,911,455

(7,696,669) 3,574,726 Details of purchase of traded goodsSolar photovoltaic cells 110,018,498 13,585,339 Total 110,018,498 13,585,339

Details of inventoryFinished goodsOptical discs 3,603,310 8,028,678 Solar photovoltaic cells 402,714 628,890 Total 4,006,024 8,657,568

Traded goodsSolar photovoltaic cells 580,266 201,436 Total 580,266 201,436

NOTE - 19



EMPLOYEES BENEFIT EXPENSESalaries,bonus and leave salaryContribution to provident fund and other fundGratuity expenses Staff welfare expensesCanteen expensesTotal

18,160,677 165,365 27,280

213,318 2,014,745

19,836,272 338,567 86,539

159,926 2,027,406

20,581,385 22,448,710



73


NOTE - 20



OTHER EXPENSEPower & fuelFreight & transport chargesConsumables of spares,electricals & othersLabour chargesMiscellaneous expensesTank Facility & Gas Management ChargesConveyance & travellingFees & subscriptionInsurance chargesRates and taxesRepairs & maintenance - Plant & machinery - Building - OthersAuditors remunerationBooks & periodicalMotor vehicle expensesPostage & telegram chargesPrinting & stationerySecurity expensesExcise duty and service tax expensesTelephone expensesAdvertising and sales promotion expensesDirectors RemunerationElectricity expensesRentOfficeexpensesTotal

Payment to auditorsAudit feesOther servicesTotal

23,728,217 858,698

1,178,333 1,049,213 1,299,275

380,000 668,040

2,518,372 99,663

446,568

259,734 152,840 232,970 400,000

505 963,173 37,292

129,015 1,339,914 1,775,263

490,014 124,955

1,400,000 159,108

1,338,752 16,973

32,555,393 763,347

1,253,522 1,125,795 (548,213)

- 1,049,744 2,368,341

81,034 668,818

1,168,113 56,964

390,734 418,540

2,550 727,782 128,744 155,342 927,820 368,323 573,268 502,160

1,000,000 167,180

1,164,642 23,170

41,046,887 47,093,113

225,000 175,000

357,866 60,674

400,000 418,540

NOTE - 21



FINANCE COST Interest Otherfinancecharges Net gain / (loss) on foreign currency transactions Total

471,861,810 343,399

(2,338,238)

472,324,326 114,925

(367,324)

469,866,971 472,071,927


74

NOTE - 22 (a) Corporate Information Euro 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 preparation ThesefinancialstatementshavebeenpreparedinaccordancewiththegenerallyacceptedaccountingprinciplesinIndiaunderthehis-torical 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 recommendationoftheNationalFinancialReportingAuthority,theexistingAccountingStandardsnotifiedundertheCompaniesAct,1956shallcontinuetoapply.Consequently,thesefinancialstatementshavebeenpreparedtocomplyinallmaterialaspectswiththeAccountingStandardsnotifiedundersection211(3C)oftheCompaniesAct,1956[Companies(AccountingStandards)Rules,2006,asamended]andother relevant provisions of the Companies Act, 2013.

(c) System of Accounting and Use of estimates • TheCompanyfollowsthemercantilesystemofaccountingandrecognisesincomeandexpenditureonanaccrualbasisexceptincase

ofsignificantuncertainties.

• Financialstatementsarepreparedunderthehistoricalcostconvention.Thesecostsarenotadjustedtoreflecttheimpactofchangingvalue in the purchasing power of money.

• EstimatesandassumptionsusedinthepreparationofthefinancialstatementsanddisclosuresarebaseduponManagement’seval-uationoftherelevantfactsandcircumstancesasofthedateofthefinancialstatements,whichmaydifferfromtheactualresultsatasubsequent date.

(d) Tangible fixed assets Fixed assets are stated at cost. The Cost comprises the purchase price and any attributable cost of bringing the asset to its working con-

dition 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.

Subsequentexpenditurerelatedtoanitemoffixedassetisaddedtoitsbookvalueonlyifitincreasesthefuturebenefitsfromtheexistingassetbeyonditspreviouslyassessedstandardofperformance.Allotherexpensesonexistingfixedassets,includingdaytodayrepairandmaintenanceexpenditureandcostofreplacingparts,arechargedtothestatementofprofitandlossfortheperiodduringwhichsuchexpenses are incurred.

(e) Depreciation/Amortization Tangible Assets • Depreciationisprovidedonaproratabasisonthestraightlinemethod(SLMmethod)overtheusefullivesoftherespectiveassets

asdefinedinScheduleII-Part‘C’oftheCompaniesAct,2013asagainstthepastpracticeofcomputingdepreciationatrateswithreference to the life of the assets subject to the minimum rates provided by Schedule XIV of the Companies Act,1956.

• Depreciationonadditionsisbeingprovidedonapro-ratabasisfromthedateofsuchadditions.

• Depreciationonassetssold,discardedordemolishedduringtheyearisbeingprovidedattheirratesuptothedateonwhichsuchassets are sold, discarded or demolished.

Intangible Assets These are amortised equally over a period of thirteen years.

(f) Leases Operating Lease Leasesotherthanfinancelease,areoperatingleases,andtheleasedassetsarenotrecognisedontheCompany’sbalancesheet.Pay-

mentsunderoperatingleasesarerecognisedinProfitandLossAccountonastraight-linebasisoverthetermofthelease.

(g) Borrowing Costs Borrowing 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.

(h) Impairment of Asset The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal / exter-nal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amountisthegreateroftheasset’snetsellingpriceandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsaredis-

SIGNIFICANT ACCOUNTING POLICIES AS AT MARCH 31, 2016


75

counted 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) Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investment aremade,areclassifiedascurrent investments.Allother investmentsareclassifiedas longterminvetments.Longterminvestmentsare 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) Inventories Items 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 Statement

Cashflowsarereportedusingtheindirectmethod,wherebyprofit/(loss)beforeextraordinaryitemsandtaxisadjustedfortheeffectsoftransactionsofnon-cashnatureandanydeferralsoraccrualsofpastorfuturecashreceiptsorpayments.Thecashflowsfromoperating,investingandfinancingactivitiesoftheCompanyaresegregatedbasedontheavailableinformation.

(l) Revenue Recognition Revenueisrecognisedtotheextentthatitisprobablethateconomicbenefitswillflowtothecompanyandtherevenuecanbereliably

measured.Revenuefromsaleofgoodsisrecognizedwhenallthesignificantrisksandrewardsofownershipofthegoodshavebeenpassed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the governmentand,therefore,thesearenoteconomicbenefitsflowingtothecompany.Hence,theyareexcludedfromrevenue.Dividendincome 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

• Transactionsdenominatedinforeigncurrenciesarerecordedattheexchangerateprevailingonthedateofthetransactionorthatapproximates the actual rate at the date of the transaction.

• Monetaryitemsdenominatedinforeigncurrenciesattheyearendarerestatedatyearendrates.Incaseofitemswhicharecoveredby forward exchange contracts, the difference between the year end rate and rate on the date of the contract is recognised as ex-change difference and the premium paid on forward contracts is recognised over the life of the contract.

• Nonmonetaryforeigncurrencyitemsarecarriedatcost.

• AnyincomeorexpenseonaccountofexchangedifferenceeitheronsettlementorontranslationisrecognisedintheProfitandLossaccountexceptincaseoflongtermliabilities,wheretheyrelatetoacquisitionoffixedassets,inwhichcasetheyareadjustedtothecarrying cost of such assets.

(n) Employee Benefits

ShorttermemployeebenefitsarerecognisedasanexpenseattheundiscountedamountintheProfitandLossaccountoftheyearinwhich the related service is rendered.

PostemploymentandotherlongtermemployeebenefitsarerecognisedasanexpenseintheProfitandLossaccountfortheyearinwhichthe employee has rendered services. The expense is recognised at the present value of the amounts payable determined using acturial valuationtechniques.ActurialgainsandlossesinrespectofpostemploymentandotherlongtermbenefitsarechargedtotheProfitandLoss account.

Provident Fund

EligibleEmployeesofEuroMultivisionLtdatplantreceivebenefitsfromprovidentfund,whichisadefinedcontributionplan.Boththeemployeeandthecompanymakemonthlycontributionstotheprovidentfundequaltoaspecifiedpercentageofthecoveredemployee’ssalary.



76

Employees Group Insurance Scheme

Liabilities with regard to Gratuity plan are determined by actuary valuation at balance sheet date using the projected unit credit method.

Leave Encashments

The Company provides for the encashment of leave to its employees at plant subject to certain rules and is recognized as long term com-pensated 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 Com-panyprovidesfortheencashmentofleavetoitsemployeesatheadofficeandsalesdepartmentsonanyearlybasisandhencerecognizedas short term compensated absence.

(o) Taxes on Income

ProvisionforcurrenttaxismadeaftertakingintoconsiderationbenefitsadmissibleundertheprovisionsoftheIncome-taxAct,1961.De-ferredtaxresultingfrom‘’timingdifference’’betweentaxableandaccountingincomeisaccountedforusingthetaxratesandlawsthatareenacted 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 ProfitandLossAccountonlyifthereisconvincingevidenceofitsrealisation.AteachBalanceSheetdate,thecarryingamountofMATCreditEntitlement receivable is reviewed to reassure realisation.

(p) Earnings per share

Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholders(afterdeductingpreference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purposeofclaulatingdilutedearningspershare,thenetprofitorlossfortheperiodattributabletoequityshareholdersandtheweightedaverage number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(q) Provisions and Contingent Liabilities

AprovisionisrecognisedwhentheCompanyhasapresentobligationasaresultofpasteventsanditisprobablethatanoutflowofresourc-eswillberequiredtosettletheobligationinrespectofwhichareliableestimatecanbemade.Provisions(excludingretirementbenefits)arenot discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date.ThesearereviewedateachBalanceSheetdateandadjustedtoreflectthecurrentbestestimates.ContingentliabilitiesaredisclosedintheNotes.Contingentassetsareneitherrecognisednordisclosedinthefinancialstatements.



77

NOTE - 23

1 Related Party TransactionsRelated parties during the year March 31, 2016 :

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

(b) Key Managerial Personnel (1) Mr.Rajababu Kalla (2) Mr.Hitesh Shah (CFO)

(c) Relatives of Directors/Key Managerial Personnel

(1) Mr.Shantilal L Shah (2) Mrs.Sonalben S Shah (3) Mrs.Manjari H Shah (4) Hitesh S Shah - HUF

(5) Dhaval Shah - HUF (6) Mr.Dhaval S Shah (7) Mrs.Forum D Shah (8) Mrs.Sushila H Gala

(9)Mrs.Kavita Vyas

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

(1) Neelam Metal & Hardware (2) Gurukul Enterprises Private Limited (3) Euro Décor Private Limited (4) Kanch Ghar

(5) Disti Multimedia & Communications Pvt Ltd (6) Zenith Corporation (7) Monex Stationers

Note:RelatedpartyrelationshiphavebeenidentifiedbythemanagementandrelieduponbytheAuditors.

Sr No.


Total Directors Key Managerial Personnel

Relatives of Directrs

/ Key Manageral Personnel

Enterprise Having common Key Management Personnel and/

or their relatives as the Reporting

Enterprises

(a) Remuneration of Directors

Mr.Rajababu Kalla 1,400,000 1,400,000 - - -

(b) Remuneration of Key Managerial Personnel

Mr.Hitesh Shah (CFO) 600,000 - 600,000 - -

Total 2,000,000 1,400,000 600,000 - -

(c) Loans and Advances Taken #

Relatives of Key Managerial Personnel

Dhaval Shah HUF - - - - -

Relatives of Directors

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

Kavita Vyas 900,000 900,000

Total 2,706,898 - - 2,706,898 -

(d) Associate Concerns

Gurukul Enterprises Private Limited

14,510,583 - - - 14,510,583

Disti Multimedia & Communications Pvt Ltd

30,172,033 - - - 30,172,033

Monex Stationers 11,143 - - - 11,143

Total 44,693,759 - - - 44,693,759

# Represents Closing Balances as at period end

NOTES FORMING PART OF ACCOUNTS AS AT MARCH 31, 2016


78

Sr No.


Total Directors Key Manage-rial Personnel

Relatives of Directrs

/ Key Manageral Personnel

Enterprise Having common Key Management

Personnel and/or their relatives as the Reporting

Enterprises

(a) Remuneration of Directors

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

(b) Remuneration of Key Managerial Per-sonnel

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 Person-nel

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

# Represents Closing Balances as at period end



79

2 TheAccountingStandard-AS15(revised2005)onEmployeeBenefitsissuedbytheInstituteofCharteredAccountantsofIndiahasbeen adopted by the Company

[A] Defined Contribution Plan:

TheCompanyhasrecognizedthefollowingamountsinProfit&LossAccountascontributionstofunds

Particulars 2015-2016 2014-2015

Employer’s Contribution to Provident Fund 148,909 300,199

Employer’s Contribution to Employee’s State Insurance -

[B] Defined Benefit Plan :

TheCompanyhasaGratuityPolicyandbelowliabilityforemployeebenefitshasbeendeterminedbyanactuary,appointedforthepurpose, in conformity with the principles set out in the Accounting Standard 15 (Revised), the details of which are as hereunder :

Particulars Gratuity Leave Encashments

2016 2015 2016 2015

[I] Changes in the present value of obligations

Present value of obligations as at the beginning of the year 1,718,290 1,534,224 448,542 372,240

Interest cost 136,089 130,599 35,525 33,472

Current service cost 162,338 238,660 93,264 293,220

Benefitspaid - (198,139) - (8,839)

Acturial (gain)/loss on obligations (868,012) 12,946 (331,720) (241,551)

Present value of obligations as at the end of the year 1,148,705 1,718,290 245,611 448,542

[II] Changes in the fair value of plan assets

Fair value of plan assets at the beginning of the year - - - -

Expected return on plan assets - - - -

Employer’s contributions - 198,139 - 8,839

Benefitspaid - (198,139) - (8,839)

Acturial gain/(loss) on plan assets - - - -

Fair value of plan assets as at the end of the year - - - -

Acturial gain/(loss) to be recognized (868,012) 12,946 (331,720) (241,551)

[III] Actual return on plan assets


Acturial gain/(loss) on plan assets - - - -

Actual return on plan assets - - - -

[IV] Amount to be recognized in the balance sheet

Present value of obligations as at the end of the year 1,148,705 1,718,290 245,611 448,542

Fair value of plan assets as at the end of the year - - - -

Liability to be recognized in the balance sheet 1,148,705 1,718,290 245,611 448,542

[V] Amount to be recognized in the Profit & Loss Account

Interest cost 136,089 130,599 35,525 33,472

Current service cost 162,338 238,660 93,264 293,220


Acturial gain/(loss) to be recognized (868,012) 12,946 (331,720) (241,551)

Amounttoberecognizedintheprofit&lossaccount (569,585) 382,205 (460,509) (568,243)



80

[VI] Balance sheet reconcilliation

Present value of obligations as at the beginning of the year 1,718,290 1,534,224 448,542 372,240

Amounttoberecognizedintheprofit&lossaccount (569,585) 382,205 (460,509) (568,243)

Employer’s contributions - 198,139 - -

Liability to be recognized in the balance sheet 1,148,705 1,718,290 909,051 940,483

[VII] Prinipcal acturial assumptions used at the balance sheet date

Discount rate (%) 7.92% 7.90% 7.92% 7.90%

Salary escalation (%) 8.00% 8.00% 8%FSY 8.00%

Theestimatedfuturesalaryincreasestakeaccountofinflation,seniority,promotionandotherretirementfactorssuchassupplyanddemand in the employment market.

3 Disclosure in pursuant to AS-19 Leases

Operating Lease

Leasesotherthanfinancelease,areoperatingleases,andtheleasedassetsarenotrecognisedontheCompany’sbalancesheet.PaymentsunderoperatingleasesarerecognisedinProfitandLossAccountonastraight-linebasisoverthetermofthelease.

Particulars 2015-2016 2014-2015

Lease rentals recognized during the year 600,000 600,000

Lease obligations payable

- Within one year of the balance sheet date 622,500 600,000

-Dueinaperiodbetweenoneyearandfiveyears 1,207,500 1,230,000

-Dueafterfiveyears - -

TheCompanyhasenteredintoaleaseagreementtowardsoccupyingoffice. 4 Disclosures as required by accounting standard (AS) 17 segment reporting

Primary segments

Particulars Optical Discs Solar Photovoltaic Cells / Modules

Total

March 31, 2016

March 31, 2015

March 31, 2016

March 31, 2015

March 31, 2016

March 31, 2015

(a) Revenue

External sales (Net of excise duty)

Trading sales

Inter-segment sales

126,877,848 31,571,448

-

129,620,921

3,493,720

-

72,109,779 - -

11,253,490

-

-

198,987,627 31,571,448

-

140,874,411

3,493,720

-

Total 158,449,296 133,114,641 72,109,779 11,253,490 230,559,075 144,368,131

(b) Segment results (PBIT) (31,096,613) 44,350,463 (111,530,731) (121,386,235) (142,627,344) (77,035,772)

Less:Interest&financialcharges 73,317,368 230,868,881 396,549,603 1,023,148,045 469,866,971 1,254,016,926

Less: Unallocable expenses net of unallocable income

- - - - - -

Profitbeforetax (104,413,981) (186,518,418) (508,080,334) (1,144,534,280) (612,494,315) (1,331,052,698)

Segment assets 438,629,434 476,802,310 1,089,057,880 1,205,073,065 1,527,687,314 1,681,875,374

Segment liabilities 390,395,241 317,441,286 1,622,248,027 1,230,182,879 2,012,643,268 1,547,624,165

Net assets 48,234,193 159,361,024 (533,190,147) (25,109,814) (484,955,954) 134,251,210



81

Secondary segments (Geographical segments)

The distribution of Company’s sales by geographical market is as under: 2015-2016 2014-2015

Domestic-Manufacturing

Optical discs 40,331,409 118,883,090

Solar photovoltaic cells 72,109,779 11,253,490

112,441,188 130,136,580

Domestic-Trading


31,571,448 3,493,720

Overseas

Optical disc - 234,000


86,546,439 10,737,831

230,559,075 144,368,131

5 Earnings Per Share

Particulars March 31, 2016 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

Netprofitaftertaxavailableforequityshareholders(B) (612,494,315) (1,331,052,698)

Basic Earning per share (Rs.) (Face value- Rs. 10each) (C = B / A ) (25.74) (55.93)

Diluted Earning per share (Rs.) (Face value- Rs. 10each) (C = B / A ) (25.74) (55.93) 6 Duringtheyears2011-2012and2012-2013,theCompanyhadincurredsignificantlosseswhichhadresultedinerosionofitsnetworth.

The severe fall in the prices of Solar Photovoltaic cells globally is on account of reduced demand which resulted in large inventory at re-duced 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,theCompanyreceivedsummons/noticefromtheofficeofDebtRecoveryTribunal-II,Ahmedabad,GujaratinresponsetotheapplicationfiledbyStateBankofIndiaBaroda,GujaratvideO.A.No.56/2012fortherecoveryoftheirloanunderSection19oftheRecovery 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.

Further, vide an order dated 4th 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.

Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedMarch31,2012,andbeingmandatory,filedthereferenceu/s15(1)ofSickIndustrialCompanies(SpecialProvisions)Act,1985beforetheHon’bleBoardforIndustrial& 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.

7 Going Concern

The years 2011-2012 to 2015-2016 have been challenging for the global solar cell manufacturers as well as the Indian manufacturers; whichontheonehandwitnessedsteepfallinsolarcellpricesandontheotherhandmarketfloodedwithproductsfromChineseandTai-wanese manufacturers which led to the growth of large Chinese manufacturers.



82

The Governments in India and other countries are eager to increase the overall share of solar energy by concurrently improving infra-structural conditions, especially throughsolar parksandschemes like ‘developmentof solar cities’, energyefficient greenbuildings’,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 developmentstakingplaceintheSolarIndustryandasdetailedinthemanagementdiscussionanalysis,thefinancialstatementshavebeen prepared on the basis that the Company is a going concern.

8 Exceptional Items - Rs. Nil (Previous Year Rs. 78,19,44,999.00)

Exceptional Items represent the Interest Expenses for the F.Y.2012-13 amounting to Rs.36,63,45,232.00 and for the F.Y.2013-14 amount-ing to Rs.41,55,99,767.00 both aggregating to Rs.78,19,44,999.00 on various credit facilities availed by the Company from banks which werenotpreviouslychargedtoprofitandlossaccountsfortherespectiveyears,havebeenchargedtotheprofitandlossaccountintheFY 2014-2015 and the same are subject to reconciliation with banks. Further Interest Expenses amounting to Rs.472230716.00 relating tothefinancialyear2014-2015,whichwerenotaccountedforinpreviousthreequartershavebeenaccountedinthelastquarterofFY2014-2015.

9 Figures of previous year have been regrouped / reclassified wherever necessary.

10 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 quantifiedexportswithinaperiodofeight years from thedateof respective licenses.ThecustomDutiessosavedamounts toRs.25,38,56,218/-andthecorrespondingExportobligationason31stMarch16tobefulfilledisRs.191,21,59,657/-.IfthesaidExportis not made within the stipulated time period; the company is required to pay the said saved Custom Duty together with interest @ 15% p.a.TheCompanyhasfilledareferencewithhon’bleBIFRpetitioningarelieffromexportobligationoftheCompany.FurthettheCompanyhas provided in the past bank guarantees in favor of custom authorities amounting cumulatively to Rs.508,76,000 towards payment of custom duty on account of failure to satisfy such an export obligation.

(b) TheCompany’sSolarPhotovoltaicCellsmanufacturingunitislocatedinselfownedsectorspecificSpecialEconomicZone.Accordingtothe SEZ Act, the units should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cu-mulativeblocksoffiveyears,startingfromthecommencementofproduction.Duetoglobaleconomicmeltdownandsteepfallindemandof Company’s products led to losses and thereby depleting working capital, the company could not achieve positive Net Foreign Exchange inthefirstblockoffiveyears,hencetheadjudicatingauthorityimposedapenaltyofRs.25.00CroresunderRule54oftheSEZRules2006anddirectedtheadministrativetorenewtheLOAforfurtherperiodoffiveyears.TheCompanyhasfiledanappealtotheDirectorGeneralof Foreign Trade, New Delhi for waiver of the penalty imposed.

Particulars March 31, 2016 March 31, 2015

Bank guarantees 50,876,000 50,876,000

Excise refund receivable (Refer note below * ) 1,936,003 1,936,003

* 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 henceeligible forExciseRefundbenefitenvisaged inNotificationNo:39/2001-CEdated31-07-2001asamended.TheCompanyalsodulyappliedtoCentralExciseDepartmentforavailingbenefitunderthesaidnotificationandtheDepartmentapprovedthesame.TheCompanycommencedcommercialproductionofitsfirstphaseon04-04-2005withfivemanufacturinglinesanddoubleditscapacityinJanuary2007byaddingfivemoremanufacturinglines.TheDepartmenttookthestandthattheeligibilityisonlyforthefirstphaseandwillnotbeapplicablefortheexpansionphase.TheCompanywasdulyinreceiptofExciseRefundonthefirstfivelinestillthefinancialyear2007-2008,howeverfromfinancialyear2008-2009onwardstheDepartmentrejectedtheExciseRefundclaimevenforthefirstfivelines.

Thecompany,whiletakingstandthattheexcisebenefitshouldbemadeavailableforthesecondphaseaswell,providedforexciserefundon thefirstphaseonproportionatebasis.Currently thematter ispendingwithCESTAT(Ahmedabad).TheCompanyhadrecognisedExcise Refund amount of Rs.63,41,853/- in the year 2008-2009 and Rs.86,67,688/- in the year 2009-2010 on this account, of which the company had received Rs.1,14,31,016/- as excise refund from the Central Excise Department and Rs.16,42,522/- were declared as non refundable by the Central Excise Department. Thus for the balance amount of excise refund recognised during the year 2009-10 of Rs.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 financialyearalso.

(c) Claims against the Company not Acknowledged as Debts as on 31st March 2016 amounting to Rs. Nil.

11 Securedloansfromthebanksaresubjecttoconfirmation.

12 Thefollowingtermloan,cashcreditandEEFCcurrentaccountsaresubjecttoconfirmation:-


(Amount in `)


83

Bank Name & Address Account No.’s

State Bank of India, Stressed Assets Management Branch, Paramsiddhi Complex, 2nd Floor, Opp. V.S. Hospital, Ellisbridge, Ahmedabad 380 006, Gujarat

Term Loan Account No.30081317216Term Loan Account No.31083458260

Cash Credit Account No.30105861083

The Cosmos Co-op Bank LtdPratik Avenue, 1st Floor, Nehru Road, Vile Parle (East), Mumbai 400 057

EEFC USD Account No.31377221793Term Loan Account No.01780180231Term Loan Account No.01780180532Term Loan Account No.01780180523

Cash Credit LC Account No. 01760010967Cash Credit Account No.01760010569

13 TheCompanyhasgivenfixeddepositreceiptstotheCosmos&SBIbankasLCmarginandbankgauranteeamountingtoRs.2,77,36,000/-whicharesubjecttoconfirmation.

14 SundryDebtorsandCreditorsbalancesaresubjecttoconfirmation.



84

15 Closing Stock Unit As at March 31, 2016 As at March 31, 2015

Qty Value (`) Qty Value (`)

OPTICAL DISC UNIT

Finished goods Nos 284,666 3,603,310 1,038,466 7,801,003

Semifinishedgoods Nos 285 3,317 285 3,317

Work in progress 580,266 3,859,353

Scrap - 227,675

4,186,893 11,891,347

SOLAR PHOTOVOLTAIC CELLS UNIT

Finished goods Watts - - 5,795 126,621

Work in progress 625,179 592,654

Scrap 402,714 300,833

1,027,893 1,020,108

5,214,786 12,911,455

16 Value of Imports On CIF Basis

Raw materials 5,910,336 5,906,958

Capital goods - 621,226

Trading goods 73,961,998 3,189,248

Others - -

Total 79,872,334 9,717,432

17 Expenditure in foreign currency

On interest - -

Others - 796,636

Total - 796,636

18 Earnings in foreign exchange

Exports of goods on F.O.B basis 86,564,966 10,503,769

Others 10,318,961 3,475,965

96,883,927 13,979,734

19 Details of Interest paid on Unsecured Loans to Managing Director

- -

20 Amount of interest capitalised during the year as per AS 16 ‘Borrowing Cost’

- -

21 Disclosure regarding small scale industries

The name of small scale industries (SSI) undertakings whose bal-ance are outstanding for more than 30 days for period ended 31st March are as follows:-

Nil Nil

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.



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EURO MULTIVISION LIMITED (CIN: L32300MH2004PLC145995)

Regd. Off: F12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai – 400 056

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

FOR KIND ATTENTION OF SHAREHOLDERSDear Shareholders,

As per the provisions of Section 88 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014,theCompanyneedstoupdateits‘RegisterofMembers’toincorporatecertainadditionaldetails,asarerequiredunderthe 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:

Folio No.

Name of the Shareholder

Father’s/Mother’s/Spouse’s Name

Address(RegisteredOfficeAddressincasetheMemberisa 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

Date : _________________________Place :

Signature of the Member

KindlysubmittheabovedetailsdulyfilledinandsignedattheappropriateplacetotheRegistrar&ShareTransferAgentofthe Company viz. “Link Intime India Private Limited”, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078’

TheE-mailIDprovidedshallbeupdatedsubjecttosuccessfulverificationofyoursignature.ThemembersmayreceiveAnnual Reports in physical form free of cost by post by making request for the same.

Thanking you, For Euro Multivision Limited

Hitesh ShahChairman & Whole-time DirectorDIN: 00043059

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EURO MULTIVISION LIMITED (CIN: L32300MH2004PLC145995)



ATTENDANCE SLIP12TH ANNUAL GENERAL MEETING ON SEPTEMBER 30, 2016

Registered Folio / DP ID & Client ID

Name and address of the member(s)

Name of Joint Holder(s), if any

Number of shares held

I/we hereby record my/our presence at the 12th Annual General Meeting of the Company held at Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle(East), Mumbai 400 057 on Friday, September 30, 2016 at 11.30 a.m.

_______________________ _______________________ Members’/Proxy’s name Members’/Proxy’s Signature

Note:1. PleasefillintheFolioNo./DPID-ClientID,nameandsignthisAttendanceSlipandhanditoverattheAttendance

VerificationCounterattheENTRANCE OF THE MEETING HALL.

2. Please read the instructions for e-voting given along with Annual Report. The Voting period starts from Tuesday, September 27, 2016 (9.00 a.m.) and ends on Thursday, September 29, 2016 (5.00 p.m.). The voting module shall be disabled by CDSL for voting thereafter.

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EEURO MULTIVISION LIMITED (CIN: L32300MH2004PLC145995)



FORM NO. MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3)of the Companies (Management and Administration) Rules, 2014]

12th Annual General Meeting – 30th September, 2016

Name of the member (s): ____________________________________________________________________

Registered address: ________________________________________________________________________

E-mail Id: _________________________________________________________________________________

Folio No/ Client Id: __________________________________________________________________________

DP ID: ___________________________________________________________________________________

I/We, being the 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 12th Annual General Meeting of the Company, to be held on the Friday, 30th September, 2016 at 11.30 a.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:

ITEM NO: RESOLUTIONS

Vote (Optional see Note 2) (Please mention no. of share)

For Against AbstainOrdinary Business:

1. Ordinary Resolution for adoption of Audited Financial Statements for the year ended 31st March, 2016 and the Reports of the Directors’ and of the Auditors’ thereon.

2. Ordinary Resolution to ratify the appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W) as approved by members at the 10th Annual General Meeting upto the conclusion of 15th Annual General Meeting and to authorize theBoardofDirectorstofixtheirremuneration.

Special Business:

3. Ordinary Resolution for appointment of Mr. Hitesh Shah (DIN: 00043059) has Director of the Company.

4. Ordinary Resolution for appointment of Mr. Hitesh Shah (DIN: 00043059) as Whole Time Director of the Company.

5. Ordinary Resolution for appointment of Mr. Navin Nandu (DIN: 07114744) as Independent Director of the Company for a period of 5(five)years.w.e.f.conclusionofthisAnnualGeneralMeetings.

6. Ordinary Resolution for appointment of Mr. Margen Gada (DIN: 05340444) as Independent Director of the Company for a period of5(five)years.w.e.f.conclusionofthisAnnualGeneralMeetings.

7. Ordinary Resolution for appointment of Mr. Lata Mehta (DIN: 02027592) as Independent Director of the Company for a period of5(five)years.w.e.f.conclusionofthisAnnualGeneralMeetings.

Signed this______ day of_____ 2016

Signature of member _______________________

Signature of proxy holder(s)_______________________

Note:1. ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeofthe

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 and abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deemed appropriate.

AffixRevenueStamp

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