Euro Multivision Annual Report 6 9 2012 color · September 27, 2012 at 12.30 p.m. to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited

BANKERS / INSTITUTIONS

The Cosmos Co-op. Bank LtdState Bank of IndiaHDFC Bank Ltd

REGISTRARS & SHARE TRANSFER AGENTS

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

PLANT LOCATIONS

OPTICAL DISC UNIT

Survey No. 508 and 509, Village Shikara, Bhachau Dudhai Road, Bhachau (Kutch), Gujarat -370140

SOLAR PHOTOVOLTAIC CELL UNIT

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

EURO MULTIVISION LIMITED Annual Report 2011-2012

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Hitesh Shah Managing Director

Mr. Anil Mandevia Independent Director

Mr. Mahendra Modi Independent Director(W.e.f. January 2, 2012)

Mr. Ajit Nalwaya Independent Director (W.e.f. June 8, 2012)

Mr. Raja Babu Kalla Executive Director(W.e.f. June 8, 2012)

Mr. Rayshi Shah Non Executive Director(Upto January 1, 2012)

Mr. Suresh Shah Non Executive Director(Upto January 1, 2012)

Mr. Pravin Gala Independent Director(Upto January 1, 2012)

Mr. Deepak Savla Independent Director(Upto January 1, 2012)

Mr. Vinod Shah Independent Director(Upto January 1, 2012)

Mr. Nenshi Shah Non Executive Chairman(Upto March 14, 2012)

Mr. Chirag Shah Executive Director(Upto June 7, 2012)

Mr. Jatin Chhadva Independent Director(Upto June 7, 2012)

AUDITORS

Swamy & Chhabra Chartered Accountants39, Welfare Chambers,Plot No.73, Sector 17,Vashi, Navi Mumbai - 400 703

REGISTERED OFFICE

209, Sangam Arcade,Vallabhbhai Road,Opp. Railway Station,Vile Parle (West), Mumbai-400056

CHIEF FINANCE MANAGER /COMPLIANCE OFFICER

Mr. Sunil Nemani

1

Corporate Information

Notice

Directors’ Report

Corporate Governance Report

Auditors Certificate on Corporate Governance

Declaration on Compliance with Code of Conduct

Management Discussion and Analysis

Auditors’ Report

Balance Sheet

Statement of Profit and Loss Account

Cash Flow Statement

Notes to the Financial Statement

CONTENTS

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2

7

12

23

23

24

29

33

34

35

36

Notice is hereby given that the Eighth Annual General Meeting of the members of Euro Multivision Limited will be held at Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai 400095 on Thursday, September 27, 2012 at 12.30 p.m. to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2012 and Statement of Profit & Loss for the financial year ended on that date together with the Reports of Board of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Anil Mandevia, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint new Auditors in place of retiring auditors and fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. S. H. Bathiya & Associates, Chartered Accountants, Mumbai (having FRN 101046W) be and are hereby appointed as Statutory Auditors of the Company in place of retiring Auditors M/s. Swamy & Chhabra, Chartered Accountants (who have expressed their inability to continue as the Auditors of the Company), who shall hold office from the conclusion of this Annual General Meeting upto the conclusion of next Annual General Meeting of the Company at such remuneration as may be decided by the Board of Directors in consultation with the said Auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Mahendra Modi, who was appointed as an Additional Director by the Board of Directors with effect from January 2, 2012 pursuant to Article 152 of the Articles of Association of the Company and who holds office under the said Article and Section 260 of the Companies Act, 1956 upto the date of this Annual General Meeting, and in respect of whom the Company has received notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.”


“RESOLVED THAT Mr. Ajit Nalwaya, who was appointed as an Additional Director by the Board of Directors with effect from June 8, 2012 pursuant to Article 152 of the Articles of Association of the Company and who holds office under the said Article and Section 260 of the Companies Act, 1956 upto the date of this Annual General Meeting, and in respect of whom the Company has received notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.”


“RESOLVED THAT Mr. Rajababu Kalla, who was appointed as an Additional Director by the Board of Directors with effect from June 8, 2012 pursuant to Article 152 of the Articles of Association of the Company and who holds office under the said Article and Section 260 of the Companies Act, 1956 upto the date of this Annual General Meeting, and in respect of whom the Company has received notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.


2

NOTICE

RESOLVED FURTHER THAT pursuant to the provisions of Sections 198, 269, 309, and all other applicable provisions of the Companies Act, 1956, read with Schedule XIII thereto and of the Articles of Association of the Company and subject to such approvals or sanctions as may be necessary, the Company hereby accords its consent and approval to the appointment of Mr. Rajababu Kalla, as a Whole-time Director of the Company for a period of five years with effect from August 14, 2012 with remuneration, commission, perquisites and benefits, with the powers and authority as set out in the draft Agreement submitted to this meeting and for identification initialed by the Chairman of the Company which is hereby approved, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or remuneration in such manner as may be agreed to between the Company and Mr. Rajababu Kalla.

RESOLVED FURTHER THAT in the event of any statutory amendment, modification or relaxation by the Central Government to Schedule XIII to the Companies Act, 1956, the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee, which the Board may constitute to exercise its powers, including powers conferred by this resolution) be and is hereby authorized to vary or increase the remuneration including salary, commission, perquisites, allowances etc., within such limit or ceiling as may be prescribed under such amendment, modification or relaxation and the agreement between the Company and the Director be suitably amended to give effect such modifications, relaxation or variation without any further reference to the members of the Company in General Meeting.

RESOLVED FURTHER THAT in case of inadequacy or absence of profit in any financial year of the Company during the term of office of Mr. Rajababu Kalla as Whole-time Director, the remuneration and perquisites as set out in the draft agreement be paid to him as minimum remuneration, provided that the approval of the Central Government be obtained in this regard for the year in which profits are inadequate or if no such application is made then the Salary and perquisites shall not exceed the ceiling provided in the applicable slab of Schedule XIII to the Companies Act, 1956 as amended from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps and do all such acts, deeds and things as may be considered necessary, proper and expedient to give effect to this resolution.”

By Order of the Board of Directors

Hitesh Shah Chairman & Managing Director

Place: MumbaiDate : August 13, 2012

Registered Office209, Sangam Arcade,Vallabhbhai Road,Opp. Railway Station,Vile Parle (West), Mumbai-400056


3


4

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM DULY COMPLETED AND SIGNED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send the Company a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. Members are requested to notify immediately any change in their addresses and / or Bank mandate details to the Registrar and Share Transfer Agents of the Company at the following address:

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

4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 24, 2012 to Thursday, September 27, 2012 (both days inclusive).

5. For the convenience of the shareholders, attendance slip cum entry pass is annexed to the Annual Report. Shareholders/Proxy holders/Authorised Representatives are requested to fill in and affix their signatures at the space provided therein and surrender the same at the venue. Proxy/Authorised Representatives of shareholders should state on their attendance slip-cum-entry pass as Proxy or Authorised representatives as the case may be.

6. An Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 relating to the Special Business to be transacted at the Meeting is annexed hereto.

7. As per the requirement of Clause 49 of the Listing Agreement on Corporate Governance for appointment of the Directors / re-appointment of the retiring Directors, a statement containing details of the concerned Directors are provided as Annexure to the notice.

8. Member desirous of getting any information relating to the accounts and operations of the Company are requested to address their queries at least 7 days in advance of the meeting so that the information required may be made available at the meeting.

9. The Equity shares of the Company are mandated for trading in the compulsory dematerialised mode. The ISIN No. allotted for the Company's shares is INE063J01011



Place : MumbaiDate : August 13, 2012

Registered Office209, Sangam Arcade,Vallabhbhai Road,Opp. Railway Station,Vile Parle (West),Mumbai-400056


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ANNEXURE TO THE NOTICE

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 4

Mr. Mahendra Modi was appointed as an Additional Director of the Company with effect from January 2, 2012 by the Board of Directors under Article 152 of the Articles of Association of the Company. In terms of Section 260 of the Companies Act, 1956, Mr. Mahendra Modi holds office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice in writing from a member pursuant to Section 257 of the Act, together with the requisite deposit proposing his candidature for the office of the Director of the Company.

Mr. Mahendra Modi is a commerce graduate and a qualified Chartered Accountant. He has more than 15 years experience in the field of taxation and accountancy and also practices as a Chartered Accountant.

None of the Directors, except Mr. Mahendra Modi is interested or concerned in the said resolution.

Your Directors recommend the resolution set out at Item No. 4 of the notice for your approval.

ITEM NO. 5

Mr. Ajit Nalwaya was appointed as an Additional Director of the Company with effect from June 8, 2012 by the Board of Directors under Article 152 of the Articles of Association of the Company. In terms of Section 260 of the Companies Act, 1956, Mr. Ajit Nalwaya holds office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice in writing from a member pursuant to Section 257 of the Act, together with the requisite deposit proposing his candidature for the office of the Director of the Company.

Mr. Ajit Nalwaya is a Post Graduate and has a vide experience of trading business. He has more than 25 years of experience in trading business. He has also handled finance and administration operations.None of the Directors, except Mr. Ajit Nalwaya is interested or concerned in the said resolution.

Your Directors recommend the resolution set out at Item No. 6 of the notice for your approval.

Particulars

Date of Birth

Nationality

Date of appointment on the Board

Expertise in functional area

Number of shares held in the Company as on March 31, 2012

List of Directorships held in other Companies as on March 31, 2012

Chairman/Member of the Committees of other Companies in which heis a Director as on March 31, 2012

Name of the Directors

Qualifications

Mr. Anil M. Mandevia

August 5, 1950

Indian

July 23, 2007

B.Com, LLB

Solicitor and Legal Affairs

Nil

Euro CeramicsLimited

Euro Ceramics Limited

September 26, 1961

Indian

June 8, 2012

Mechanical Engineer

Operations & Projects handling

Nil

-

-

Mr. Rajababu Kalla

Mr. Mahendra Modi

Indian

Chartered Accountant

Finance, Accounts and Taxation



Mr. AjitNalwaya

Indian



November 26, 1964 February 18, 1945

January 2, 2012 June 8, 2012

M.A.

Business

Nil Nil


6

ITEM NO. 6

Mr. Rajababu Kalla was appointed as an Additional Director of the Company with effect from June 8, 2012 by the Board of Directors under Article 152 of the Articles of Association of the Company. In terms of Section 260 of the Companies Act, 1956, Mr. Rajababu Kalla holds office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice in writing from a member pursuant to Section 257 of the Act, together with the requisite deposit proposing his candidature for the office of the Director of the Company.

Mr. Rajababu Kalla is an Engineer by profession. He has more than 23 years experience in the field of engineering and has worked on many projects related to Solar Photovoltaic Cells and other related projects. He has worked in diverse fields and in various capacities for design and developmental work co-ordination, procurement activities, development of proposals and contracts etc. Considering his expertise and association with the Company the Board of Directors also appointed him as a Whole-time Director of the Company for a period of 5 years w.e.f. August 14, 2012, on the following terms and conditions:

I. Period of appointment: 5 years with effect from August 14, 2012. II. Remuneration:

1. Salary: Salary of Rs. 2,00,000/- (Rupees Two Lakhs only) per month

2. Commission: Commission computed in the manner laid down in Section 309 (5) of the Companies Act, 1956 and subject to a maximum as may be fixed by the Board from time to time on the basis of the performance of the Company but within the limit prescribed by the Companies Act, 1956.

3. Perquisites: Perquisites shall be payable within the overall limit of Salary.

4. The Salary and perquisites as mentioned at 1, 2 and 3 above shall be exclusive of:

Contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent they are not taxable under the Income tax Act, 1961.

• Gratuity as per the rules of the Company.• Leave as per the rules of the Company including encashment of leave at the end of the tenure.

5. Apart from above mentioned remuneration, he shall be entitled to:

• Medical Expenses actually and properly incurred for him and his family.• Entertainment expenses actually and properly incurred by him in the course of legitimate business of

the Company.• Club Membership fees subject to a maximum of two clubs. No admission and life membership fees

shall be paid.• Personal Accident Insurance Policy.• Provision for use of car and telephone for both official and personal use.• Group Insurance Policy as per the rules of the company.

The above may also be treated as an abstract in terms of Section 302 of the Companies Act, 1956.

None of the Directors other than Mr. Rajababu Kalla of the Company is interested or concerned in the said resolution.

Your Directors recommend the resolutions set out at Item No. 6 of the notice for your approval.





•

Dear Members,

Your Directors hereby present the Eighth Annual Report together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2012 is summarized as under:

FINANCIAL REVIEW

stThe turnover for the year ended 31 March, 2012, declined by 47% and stood at 6210.11 Lakhs as against Rs. 9137.18 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs. 5556.30 Lakhs as against Rs. 9954.20 Lakhs in the previous year.

PERFORMANCE REVIEW

Your Company is facing various challenges such as increased competition from unorganized players and lower realization due to commoditization of the business (in the Optical Disc Business) and subdued demand and lower off take due to global slowdown (for the Solar Photovoltaic Cells Business). Due to this, the company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time.

Reductions in feed-in tariffs and other subsidies in major European markets have generated a negative sentiment for photovoltaic (PV) installations this year. This resulted in lower off take for solar products globally leading to reduced demand. This policy reversal was entirely unanticipated by anyone and has taken the industry by surprise. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulting the company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. 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. All the above factors led to drastic fall in realizations leading to lower than estimated EBIDTA.

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.

DIRECTORS’ REPORT


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Particulars Year ended Year ended

March 31, 2012 March 31, 2011

Income from Operations 6210.11 9137.18

Miscellaneous Income 11.56 49.83

Increase / (Decrease) in stock (665.37) 767.19

Total Income 5556.30 9954.20

Total Expenditure 8678.91 9678.26

Earnings Before Interest, Depreciation & Tax (3122.61) 275.94

Interest and Finance Charges 3417.01 1666.55

Depreciation 2683.33 2182.49

Profit / (Loss) Before Tax (9222.95) (3753.10)

Less: Provision for Deferred Taxation - (638.52)

Less: Excess Prior Year Tax Provision 13.65 -

Profit after Tax available for appropriation (9236.60) (2934.58)

Add: Profit / (Loss) brought forward from previous year (1206.19) 1728.39

Balance Carried to Balance Sheet (10442.79) (1206.19)

(Rs. In Lakhs)

FUTURE PROSPECTS

The JNNSM guidelines stipulate that the entire grid connected Solar PV plants in India coming under the scheme will have to use Solar PV modules that are made in India. A sharp fall in solar panel prices in the second half of 2011 has brought down the cost of generating solar electricity considerably, and industry participants hope that solar power will become competitive with traditional sources of electricity over the next few years.

Indian manufacturers on the one hand witnessed steep fall in solar cell prices and on the other hand market flooded with products from Chinese and Taiwanese manufacturers.

The importance of sun in powering India's economy and meeting energy security requirements, we believe that India is being positioned gradually and steadily for rapid growth in all the segments of the solar/PV industry value chain, and will increasingly become an important and high growth market for both on-grid and off-grid applications in the days to come. There is a large scale over capacity in the Industry and hence the present trend is expected to continue for a year or so during which the Company is likely to face difficult times.

POLYSILICON PROJECT EXPENSES WRITTEN OFF

As part of backward integration plan, the Company earlier had envisaged setting up a manufacturing facility to manufacture Polysilicon for which the company had entered into a Technology Transfer / License agreement. The Company had incurred expenses amounting to Rs.1466.02 Lakhs towards technology transfer, engineering services and pre-operative expenses for the same, which was earlier reflected under capital work in progress.

The Company has decided to write off the said expenses so incurred due to subdued demand and lower off take and global slowdown of the solar industry, since the Board of Directors are of the opinion, that it is not viable for the Company in the current scenario to go ahead with the polysilicon project.

DIVIDEND

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

REFERENCE TO BIFR

The Net worth of the Company is eroded as at the end of the Financial Year under review. Accordingly the Directors have been advised that it is mandatory to register and file a reference with the Board for Industrial and Financial Reconstruction (BIFR) as required by the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985. Attention is invited on point 7(f) in Note 22 of notes forming part of the accounts for the year ended on March 31, 2012.

LITIGATION

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

The Company has received a notice u/s 13(2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from the State Bank of India for recovery of its outstanding dues towards various credit facilities extended to the Company from time to time. The Company is now considering sustainable business model with the various options to restructure its debt and capital base with an objective to bring it at a serviceable level.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 read with Article 174 of Articles of Association of the Company, Mr. Anil Mandevia, the Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.


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In terms of provisions of section 260 of the Companies Act, 1956 the following Directors namely, Mr. Mahendra Modi was appointed as additional Director on the Board w.e.f. January 2, 2012 and Mr. Rajababu Kalla along with Mr. Ajit Nalwaya have been appointed as Additional Directors w.e.f. June 8, 2012. Further, Mr. Pravin Gala, Mr. Deepak Savla, Mr. Vinod Shah, Mr. Suresh Shah, Mr. Rayshi Shah have resigned as the Directors of the Company w.e.f. January 2, 2012. Further Mr. Nenshi Shah, Director has resigned from the Directorship of the Company w.e.f. March 15, 2012. Mr. Chirag Shah, Executive Director and Mr. Jatin Chhadva, Independent Director, who have also resigned from the Company w.e.f. June 8, 2012

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1) (g) of the Companies Act, 1956.

A brief profile of directors, containing details of directors proposed to be appointed / re-appointed is appended as an annexure to the notice of ensuing annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm to the best of their knowledge and belief that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures, except AS 28 - quantification of impairment of assets mainly due to highly unstable and fluid economic values flowing in the solar power segment, which we understand will stabilize post anti dumping and the concession and benefits as a Policy from the Government on long term and stable basis.

• Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and losses of the Company for the year ended on that date.

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The annual accounts have been prepared on a going concern basis, as per the explanation given in point 7(f) in Note 22 of notes forming part of the accounts for the year ended on March 31, 2012.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors' Certificate regarding Compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement are annexed hereto.

PUBLIC DEPOSITS

Your Company has taken Public deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956, during the year under review. The Company has filed a copy of statement in lieu of advertisement and necessary particulars as required with the Registrar of Companies, Mumbai.

AUDITORS

M/s. Swamy & Chhabra, Chartered Accountants, the retiring Auditors of the Company have expressed their unwillingness to be reappointed as the Auditors of the Company due to other occupations. The Board of Directors recommend the appointment of M/s. S. H. Bathiya & Associates, Chartered Accountants as the statutory Auditors of the Company in place of M/s. Swamy & Chhabra, Chartered Accountants, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. M/s. S. H. Bathiya & Associates, Chartered Accountants have expressed their willingness to act as Auditors of the Company and has confirmed that their appointment, if made, would be within limits under Section 224(1B) of the Companies Act, 1956.


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AUDITORS' REPORT

1. With regard to Auditors' observations regarding non provision for 'impairment of its assets' as required under AS 28, your directors would like to state that the impairment of assets have not been worked out due to highly unstable and fluid economic values flowing in the solar power segment and further, as restructuring of business is contemplated, which is likely to impact the value of fixed assets and carry forward losses. On completion of the restructuring exercise, the management will be in the position to ascertain the impairment of assets.

2. With regard to Auditors' observations regarding Company's status as 'going concern', your directors would like to state that considering the changes and new developments taking place in the solar industry, we are hopeful of revival of the business of the company and hence the accounts are prepared on going concern basis.

3. With regard to Auditors' observations regarding default in repayment of dues to financial institutions and payment of interest thereon, your directors would like to state that during the year 2011-2012, the Company has incurred significant losses which have resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the Company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. 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. In the course of time there became default in the repayment obligations of banks and the relevant loan accounts Term Loans - Cash Credit Accounts and devolvement of letters of credit.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of the Companies (Cost Accounting Records) Rules, 2011 dated June 3, 2011 issued by Central Government, the Company has appointed M/s. M. S. Saiyed & Co., Practicing Cost Accountant as the Cost Auditors of the Company for Audit of the cost accounting records and to issue Compliance Certificate in terms of said Rules for the financial year 2011-2012.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(A) CONSERVATION OF ENERGY

The power requirements of our optical disc manufacturing unit is met out of our co-owned captive power plant, which enables stable and uninterrupted power supply which is crucial in manufacturing of our products. Our manufacturing facility operates in Class 10000 (class 10000 clean rooms, which enable us 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.

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


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Particulars

Unit Rate Amount (Rs. In Lakhs)

Captive Power Plant 10772350 3.98 427.15 Electricity Duty 0.40 39.43 Through DG set 607389 70.70 Through Paschim Gujarat Vij Company Limited

2753790 169.36

Total 706.64 Less: Capitalized for Solar Photovoltaic Cells Unit

76.34

Total 630.30

2010-2011

Unit Rate Amount (Rs. In Lakhs)

4607360 4.01 186.01 0.40 21.18

235216 32.79 5777730 326.88

565.86 -

565.86

2011-2012

5.66

(B) RESEARCH & DEVELOPMENT

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

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your Company had imported in the financial year 2004-2005 and 2006-2007, and absorbed the technology from VDL ODMS, Netherlands for optical disc unit, and imported in the financial year 2008-2009 technology from OTB Solar, Netherlands for its Solar Photovoltaic Cells unit. The technology utilized provides consistency in production, productivity, quality and reliability.

(D) FOREIGN EXCHANGE EARNINGS / OUTGO

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Note no. 22(10) and 22(11) in the Notes forming part of the accounts for the year ended on March 31, 2012.

PERSONNELS

Your Company maintained cordial industrial relations in the year under review.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Financial Institutions, Banks and various Government Departments and Agencies.

For and on behalf of the Board of Directors Hitesh ShahChairman & Managing Director




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(1) COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

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

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

(2) BOARD OF DIRECTORS

(a) Composition

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on March 31, 2012 the Board of Directors of the Company has an optimum combination of executive and non executive Directors. The Board comprises of total 5 Directors out of which two are Executive Directors and three are Independent Directors. Hence the Company is complying with the provisions of clause 49 of the listing agreement entered into with the stock exchanges. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the requirements of the business.

(b) Board Procedure

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

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

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

(C) Attendance at and Number of Board meetings

Board Meetings:

During the year under review, the Board of Directors met seven times viz, May 13, 2011, August 12 2011, August 24, 2011, November 14, 2011, January 2, 2012, February 8, 2012 and March 15, 2012 and as required the gap between two Board meetings did not exceed four calendar months.

The name and categories of the Directors on the Board, their attendance at Board Meetings and Annual General Meeting held during the financial year 2011-2012, number of Directorships and Committee Memberships held by them in other Companies are given below:


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CORPORATE GOVERNANCE REPORT

Name Nature of Directorship Whether

attended

the last

AGM

Member Chairman

Mr. Nenshi Shah @ Non-Executive Chairman 7 6 2 1 - YES

Mr. Rayshi Shah * Non-Executive Director 5 4 - - - YES

Mr. Suresh Shah * Executive Director 5 3 1 - - YES

Mr. Hitesh Shah @ Chairman & Managing Director 7 7 1 - YES

Mr. Chirag Shah Executive Director 7 6 1 YES

Mr. Jatin Chhadva ** Independent Director 7 5 1

Mr. Pravin Gala # Independent Director 5 5 - - -

Mr. Deepak Savla # Independent Director 5 2 1 - -

NO

Mr. Vinod Shah # Independent Director 5 3 2 1 - NO

Mr. Anil Mandevia Independent Director 7 5 1 3 - YES

No. of

Board

meetings

held in

2011-2012

No. of

Board

meetings

attended

during

2011-2012

No. of other

Directorship

in Public

Companies

Membership /

Chairmanship of

Committees in other

Companies

3

2

1

1

2

NO

NO

Mr. Mahendra Modi # 3 3 1 1 2 NAIndependent Director

* Mr. Rayshi Shah and Mr. Suresh Shah, Non-Executive Directors of the Company resigned from the Board w.e.f. January 2, 2012.

# Mr. Pravin Gala, Mr. Deepak Savla and Mr. Vinod Shah, Independent Directors of the Company resigned from the Board w.e.f. January 2, 2012 and Mr. Mahendra Modi, Independent Director was appointed on the Board on January 2, 2012.

@Mr. Nenshi Shah, Non-Executive Chairman resigned from the Board w.e.f. March 15, 2012 and in his place Mr. Hitesh Shah was appointed as a Chairman.

**Mr. Jatin Chhadva Independent Director and Mr. Chirag Shah Executive Director of the Company resigned from the Board w.e.f. June 8, 2012.

(3) COMMITTEES OF THE BOARD

The Board Committees focus on certain specific areas and make informed decisions about the same. Each Committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with the Companies Act, 1956, and the Listing Agreement. Presently the Board has the following three Committees:

(i) Audit Committee

(ii) Shareholders / Investor's Grievance Committee

(iii) Remuneration Committee

The roles and responsibilities assigned to these committees are covered under the term of reference approved by the Board and are subject to review by the Board from time to time. The minutes of the meetings of Audit Committee, Shareholders / Investor Grievance Committee, Remuneration Committee and Finance Committee are placed before the Board for their discussions and noting. The details as to the composition, terms of reference, number of meetings and attendance there at, etc. of these Committees are provided below:


13

(i) Audit Committee

The Company has an Audit Committee in accordance with the requirement of Section 292A of the Companies Act, 1956 and the terms of reference are in conformity with Clause 49 of the Listing Agreement. The Committee comprises of two Independent Directors and Managing Director of the Company. The Statutory Auditors are also invited to the meetings.

The Audit Committee met four times during the year under review on May 13, 2011, August 12, 2011, November 14, 2011 and February 8, 2012 and the number of meetings attended by each member during the year ended March 31, 2012 is as under:

* The Audit Committee was reconstituted with the appointment of Mr. Mahendra Modi as a Chairman and member of the Committee w.e.f. January 2, 2012, due to resignation of Mr. Pravin Gala and Mr. Vinod Shah as Independent Directors of the Company on the same date.

Mr. Mahendra Modi, Chairman of the Committee is a qualified Chartered Accountant has the relevant accounting, taxation and related financial management expertise.

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

Terms of reference:

The role of the audit committee shall include the following:

· Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

· Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

· Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

· Appointment, removal and terms of remuneration of internal auditors.

· Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

Ø Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of Section 217 of the Companies Act 1956;

Ø Changes, if any, in accounting policies and practices and reasons for the same;

Ø Major accounting entries involving estimates based on the exercise of judgment by management;

Ø Significant adjustments made in the financial statements arising out of audit findings;


14

Name of the member Designation

Held Attended

No. of Committee Meetings

Mr. Pravin Gala* (Upto January 1, 2012) Chairman 3 3Mr. Mahendra Modi* (W.e.f January 2, 2012) Chairman 1 1Mr. Jatin Chhadva Member 4 4Mr. Vinod Shah* (Upto January 1, 2012) Member 3 0Mr. Hitesh Shah Member 4 4

Ø Disclosure of any related party transactions;

Ø Qualifications in the draft audit report.

· Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

· Reviewing internal audit reports and adequacy of the internal control systems.

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

· Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors.

· Discussion with internal auditors any significant findings and follow up there on.

· Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

· Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

· To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

· To review the functioning of the whistle blower mechanism, when the same is adopted by the Company.

· Carrying out any other function as may be statutorily required to be carried out by the Audit Committee.

(b) Shareholders / Investor's Grievance Committee

Composition and Attendance

The Committee comprises of two Executive Directors and one Independent Director. The Shareholders / Investor Grievance Committee met four times during the year under review on May 13, 2011, August 12, 2011, November 14, 2011 and February 8, 2012. The strength of shareholders/investor grievance committee is as under:


15

*Mr. Nenshi Shah (Upto March 14, 2012) Chairman 4 3*Mr. Jatin Chhadva (W.e.f. January 2, 2012) Chairman 1 1Mr. Chirag Shah Member 4 3Mr. Hitesh Shah Member 4 4*Mr. Suresh Shah (Upto January 1, 2012) Member 3 2


Held Attended

No. of Committee Meetings

* The Shareholders/Investors Grievance Committee was reconstituted with the appointment of Mr. Jatin Chhadva, Independent Director of the Company as Chairman and member of the Committee due to resignation of Mr. Suresh Shah and Mr. Nenshi Shah, Non-Executive Directors of the Company w.e.f. January 2, 2012 .

Mr. Sunil Nemani, Chief Finance Manager, has been appointed as the Compliance Officer of the Company.

Terms of reference:

The term of reference of the Shareholders/Investors Grievance Committee is to supervise and ensure the following:

· Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

· Redressal of shareholder and investor complaints like transfer of shares, allotment of shares, non-receipts of the refund orders, right entitlement, non-receipt of Annual Reports and other entitlements, non-receipt of declared dividends etc;

· Issue of duplicate / split / consolidated share certificates;

· Listing of shares;

· Review of cases for refusal of transfer / transmission of shares and debentures;

· Reference to statutory and regulatory authorities regarding investor grievances;

· And to otherwise ensure proper and timely attendance and redressal of investor queries and grievances

There were no complaints outstanding as on March 31, 2012. No investor grievances remained unattended/ pending for more than 30 days.

(c) Remuneration Committee

Composition, names of members and terms of reference:

The Remuneration Committee comprises of three Independent Directors and one Executive Director. During the year under review no meeting was held.

The composition of the Remuneration Committee as on March 31, 2012 was as follows:

*The Remuneration Committee was reconstituted with the appointment of Mr. Mahendra Modi and Mr. Anil Mandevia, members of the Committee due to resignation of Mr. Pravin Gala and Mr. Deepak Savla, Independent Directors of the Company.


16


Mr. Jatin Chhadva ChairmanMr. Pravin Gala* (Upto January 1, 2012) MemberMr. Chirag Shah MemberMr. Deepak Savla* (Upto January 1, 2012) MemberMr. Mahendra Modi (W.e.f. January 2, 2012) MemberMr. Anil Mandevia Member

Terms of reference:

The terms of reference of the Remuneration Committee are as follows:

· To recommend to the Board, the remuneration packages of the Company's Managing/Joint Managing/Deputy Managing/Whole time/Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

· To be authorised at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company's policy on specific remuneration packages for Company's Managing/Joint Managing/Deputy Managing/Whole-time/Executive Directors, including pension rights and any compensation payment;

· To implement, supervise and administer any share or stock option scheme of the Company

Remuneration Policy

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

Executive Directors

The aggregate value of remuneration paid for the year ended March 31, 2012 to the Managing Director and Whole-time Directors is as follows:

Non Executive Directors

No remuneration is paid to Non Executive Directors except sitting fees at the rate of Rs.2500/- for each meeting attended by them. The sitting fees paid during the financial year 2011-2012 is as under:


17

Mr. Nenshi L. Shah 15000Mr. Rayshi L. Shah 10000Mr. Suresh L. Shah 7500Mr. Anil Mandevia 12500Mr. Deepak G. Savla 5000Mr. Jatin R. Chhadva 12500Mr. Pravin N. Gala 12500Mr. Vinod K. Shah 7500Mr. Mahendra Modi 7500Total 90000

Name Sitting Fees paid (Amount in Rupees)


Mr. Hitesh Shah Managing Director

Mr. Chirag Shah Whole Time Director

Remuneration(Amount in Rupees)

600000

600000

Total 1200000

Financial Year Date Time Location

2008-2009 29.09.2009 4.30 p.m. Boston House, Gr. Floor, Suren Road,

Chakala, Andheri (East), Mumbai – 400093

2009-2010 30.09.2010 10.00 a.m. Sir Pochkanwala Bankers Training College (SPBT),

JVPD Scheme, Vile Parle (West), Mumbai-400056

2010-2011 28.09.2011 11.30 a.m. Sir Pochkanwala Bankers Training College (SPBT),

JVPD Scheme, Vile Parle (West), Mumbai-400056

(4) GENERAL BODY MEETINGS

Details of Annual General Meetings held during the preceding three years are as follows:

Special resolutions passed at the last three Annual General Meetings:

2009-2010

• A Special Resolution was passed under Section 163 of the Companies Act, 1956, for maintenance of records viz i) register of members and ii) copies of annual returns, prepared under Section 159 of the Companies Act, 1956, of the Company, at the office of the Company's Registrar, M/s. Link Intime India Private Limited

No resolution was passed through Postal Ballot during the financial year 2011-2012. None of business proposed to be transacted in the ensuing Annual General Meeting require passing of resolution through Postal Ballot.

(5) DISCLOSURES

(a) Related-party transactions

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

Details on material significant related party transactions are given in the appended financial statement under notes to the accounts annexed to the financial statements.

(b) Compliances by the Company

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to the capital market. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities.

(c) Whistle Blower Policy

Though there is no formal whistle blower policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective measures are implemented.

(d) Compliance with mandatory and adoption of non-mandatory requirements

The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.


18

Compliance with non mandatory requirements are as under:

The Company has a remuneration committee.

(e) Code of Conduct

The Company has laid down a code of conduct for the Directors, Senior Management and employees of the Company. The Code has been posted on the website of the Company. A declaration to the effect that the Directors and senior Managerial personnel have adhered to the same, signed by the Managing Director of the Company, forms part of this report.

(f) Disclosure of Accounting Treatment

In the preparation of the financial statement, the Company has followed accounting standards issued by the Institute of Chartered Accountants of India, to the extent applicable.

(g) Disclosure of Risk Management

The Company has formulated and laid down procedures to inform Board members on risk assessment and minimisation procedures which is periodically reviewed by the Board.

(h) CEO/CFO Certification

In terms of Clause 49(v) of the Listing Agreement, Mr. Hitesh Shah, Managing Director and Mr. Sunil Nemani, Chief Finance Manager, have submitted a certificate to the Board of Directors in the prescribed format for the year under review.

(i) Review of Directors' Responsibility statement

The Board in its report has confirmed that the annual accounts for the year ended March 31, 2012 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

6. MEANS OF COMMUNICATION

· Quarterly Results: The Quarterly Results of the company are published in Business Standard (English) and Mahanayak (Marathi). The same were also displayed on the company's website i.e. www.euromultivision.com.

· Website: The Company's website www.euromultivision.com contains a separate dedicated section Investor Relationship where shareholders information is available. Un-audited quarterly results, annual results and shareholding pattern, code of conduct for the Board of Directors are also available on the website in a user friendly and downloadable form.

· Management Discussion and Analysis forms part of the Annual Report.

7. GENERAL SHAREHOLDERS INFORMATION


19

(a) Date and Time of AGM Thursday, September 27, 2012, 12.30 p.m.

(b) Venue Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai 400095

(c) Financial Year April 1, 2011 to March 31, 2012

(d) Book Closure dates September 24, 2012 to September 27, 2012 (both days inclusive)

Month

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

BSE NSE

April 17.25 13.85 17.35 14.10

May 14.99 11.71 15.00 11.80

June 13.39 9.15 13.20 9.00

July 11.27 9.25 11.40 9.00

August 9.74 6.80 9.70 6.85

September 8.80 7.00 8.85 6.05

October 7.95 5.49 8.05 6.00

November 7.00 5.01 6.90 5.00

December 6.40 5.00 6.40 5.00

January 7.19 5.35 7.50 5.20

February 7.99 6.05 7.60 5.40

March 6.68 4.85 6.75 4.75

(l) Market Price Data

The monthly high / low market price of Equity Shares of the Company during the Financial Year 2011-2012 on the Stock Exchanges are as under


20

0

5000

10000

15000

20000

25000

0

2

4

6

8

10

12

14

16

Euro Multivision on BSE

Eu

roM

ult

ivis

ion

Ltd

. O

n B

SE

BS

E S

en

se

x

Historic Graph from 01.04.2011 to 31.03.2012

(e) Financial Calendar (Provisional) For April 1, 2012 – March 31, 20131st Quarterly Result On or before August 14, 20122nd Quarterly Result On or before November 14, 20123rd Quarterly Result On or before February 14, 2012Annual Results On or before May 30, 2013

(f) Registered Office 209, Sangam Arcade, Vallabhbhai Road, Opp. Railway Station,Vile Parle (West), Mumbai-400056

(g) Dividend Payment date Not Applicable

(h) ISIN No. IN063J01011 (For Dematerialization of Shares)

(i) Listing Fees Listing fees of BSE and NSE have been paid

(j) Listing on Stock Exchanges Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited

(k) Stock Code (BSE) BSE : 533109

NSE : EUROMULTI

Closing price on last day of the monthtrading

(o) Share Transfer System

The Company has delegated its powers to effect the transfer of shares to the Registrar and Transfer Agents of the Company viz. Link Intime India Pvt. Ltd.

(p) Dematerialisation of Shares

The Equity Shares of the Company are traded in electronic form. As on March 31, 2012, 23800024 Equity Shares representing 99.99% of the total paid up Equity Capital were held in electronic form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

(q) Outstanding ADRs, GDRs, Warrants or any convertible instruments, conversion date and impact on Equity.

Your Company has not issued any ADRs, GDRs, warrants or any convertible instruments.

(r) Plant Location

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

Solar Photovoltaic Cell Unit: Survey No. 492, 504, 505(1), 505(2), 506 Village Shikara, Taluka Bhachau, District Kutch, Gujarat Pin 370140.

(m) Categorywise Shareholding as on March 31, 2012

(n) Distribution of Shareholding as on March 31, 2012


21

Promoters and Promoters Group 12807959 53.81

Resident Individuals (Public) 8605186 36.16

Bodies Corporate 1841323 7.74

Clearing Member 305376 1.28

Non Resident Indians 239955 1.01

Trust 250 0.00

Total 23800049 100.00

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

1 to 500 7137 76.58 1274462 5.35

501 to 1000 1100 11.80 900806 3.78

1001 to 2000 509 5.46 806127 3.39

2001 to 3000 183 1.96 478883 2.01

3001 to 4000 86 0.93 310681 1.31

4001 to 5000 70 0.75 333814 1.40

5001 to 10000 129 1.38 979904 4.12

10001 and above 106 1.14 18715372 78.64

Total 9320 100.00 23800049 100.00

Number of Equity

Shares held

Number of

Shareholders

% of

Shareholders

Number of

Shares held

% of

Shareholding

(s) Registrar and Share Transfer Agents

Shareholders correspondence should be addressed to the Company's Registrar & Share Transfer Agent at the address mentioned below:

Link Intime India Private LimitedC -13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai 400 078Tel: +91 22 2596 0320; Fax: +91 22 2594 0329

(t) Address and email id for correspondence with the Company

209, Sangam Arcade,Vallabhbhai Road,Opp. Railway Station,Vile Parle (West), Mumbai-400056Tel.: +91 22 4036 4036Email id: [email protected]

For and on behalf of Board of Directors

Hitesh ShahChairman & Managing Director




22

To the Members of

EURO MULTIVISION LIMITED

We have examined the compliance of conditions of Corporate Governance by Euro Multivision Limited, for the year ended on March 31, 2012, as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

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

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

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

Swamy & ChhabraChartered Accountants

Pavan Kumar ChhabraPartnerMembership No : 085553Firm Reg.No. : 113036WPlace : MumbaiDated : August 13, 2012

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

It is hereby confirmed that the Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company and all have affirmed their adherence to the code during the year. The code has been posted on the Company's website.

For Euro Multivision Limited

Hitesh Shah

Place : MumbaiDated: August 13, 2012

Chairman & Managing Director


23

CERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CORPORATE GOVERNANCE


24

OVERVIEW

It has been a challenging year for the global as well as the Indian solar cell manufacturers. The industry witnessed steep fall in solar cell prices along with flooding of products from Chinese and Taiwanese manufacturers in the market. This led to the imbalanced growth in Asian region vis-à-vis China and Taiwan. Previous year was also characterized by the expansion of new markets in America, Africa, India and the Middle East, where the pace of investment in solar shot up to three times ahead the average in rest of the world. In the wake of the still ongoing financial crisis in Europe and the USA and aggressive marketing of Chinese solar companies in the Western markets, the Year 2012 is set to remain as a challenging time for the global solar industry.

Further, though the demand for Optical Discs i.e. Compact Disc Recordable (CDR) has declined in the recent years yet the optical disc segment will continue to survive for next decade due to the country side demand and the price-value which the CDR/DVDR is offering. The newer technology with higher storage capacity products like pen drive, memory cards, hard disks and Blue-Ray are not yet at affordable price and has limitations as to reliability, storage capacities, etc. The demand for Digital Versatile Disc Recordable (DVDR) is said to remain and grow more as compared to the Compact Disc Recordable (CDR) because of higher storage capacity.

SOLAR INDUTRY OUTLOOK

Global Synopsis

Year 2012, is set to be year of consolidation for the solar industry. Various players in the market viz. Solon, Solar Millennium, Arise Solar Technologies and the Schott Solar have filed for bankruptcy. In the Netherlands, cell manufacturer Scotland sold its cell plant in Heerven at the beginning of January. Even the biggest players are tightening their belts, such as Norway's REC, which reduced wafer production in Glomfyord, and while SolarWorld is limiting its capacity and focusing its production within the US on Hillsboro, where Solyndra and Evergreen Solar are still on everyone's mind.

Other signs of consolidation include the takeover of inverter manufacturer Hamburg-based Voltwerk by Bosch Solar. Voltwerk was part of the Conergy Group, which is also struggling. The deal put desperately needed liquidity into the firm's bank accounts, though the actual purchase price was not revealed. But the sale only gives Conergy some breathing room; it does not solve all of its problems.

The other shiny side of the coin is that 2011 saw a breakthrough for the market in Asia, Australia, and North America. The plummeting price of photovoltaics has given rise to the giant international markets, especially for utility-scale projects. As a result, panel manufacturers are joining forces with project developers or coming up with their own EPC (engineering, procurement, and construction) departments. As Conergy and Q-Cells demonstrated with their large solar farms in Asia, this combination holds the key to the future of Western solar manufacturers however this trend will also continue internationally.

This situation has raised a few concerns too. The sentiment of using public taxpayers' money for incentivization to import panels at low cost sparked debates in countries like US, India etc. to provide level playing field to the local manufacturers as compared to the imported material. The US-China solar trade war (Q411) is an example, when CASM - group of US solar manufacturing units filed suit to impose CVD and antidumping on Chinese solar equipments. On May 17, 2012, the Department of Commerce (DoC) has announced its affirmative preliminary determination in the antidumping duty investigation of imports of crystalline silicon photovoltaic cells from the People's Republic of China. Brought forward by SolarWorld last October, the DoC has determined that Chinese producers/exporters sold solar cells in the United States at dumping margins ranging from 31.14% to 249.96% citing this as “less than fair value”. The DoC ruled that this duty covers not only imports of solar cells produced in China and solar modules/panels produced in China from Chinese-made solar cells, but also imports of solar modules/panels produced outside of China from solar cells produced in China.

Apart from US, a few other countries too have introduced or planned local/domestic content requirements in their national support mechanisms, i.e. obligations to produce a certain share of renewable energy equipment

MANAGEMENT DISCUSSION AND ANALYSIS


25

locally/nationally. In Canada there is comprehensive solar subsidy policy mandates that a large percentage of solar components must be manufactured in Ontario in order to benefit from feed-in tariffs (FiTs). The goal is to generate 13 percent of Ontario's energy from renewable sources by 2018, and zero from coal by late 2014. Italy solar subsidy law Conto Energia 4 gives additional 5-10% incentives for solar components manufactured in the European Union. PV Magazine reported on 25th July, 2012 that a coalition of solar companies has reportedly filed an anti-dumping (AD) and countervailing duty (CVD) complaint in the EU. It adds that the implications may be "much more serious than the US case because of substantially higher volumes' in Europe".

Indian Synopsis

In this direction, our national solar mission (JNNSM) objective is to take a global leadership role in solar manufacturing (across the value chain) of leading edge solar technologies i.e. establish India as a global leader in solar energy, by creating the policy conditions for its diffusion across the country as quickly as possible. So, 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.

As imported thin-film modules are cheaper and often backed by easy loans, they have found favour with Indian developers. Further, developers who have won projects under the National Solar Mission have to buy locally if they opt for 'crystalline silicon', but are free to import if they choose 'thin-film. Taking advantage of this, First Solar commissioned 200 MW projects in India last year based on Cadmium Telluride thin-film photo-voltaic modules, becoming the largest foreign seller of solar equipment in India in the thin-film category. However, Mr Mark Widmar, the CFO of First Solar, has admitted that its products are not suitable for hot climates. Another serious issue is toxicity of cadmium in CdTe module resulted in lowering of market share.

Minister for new and renewable energy Farooq Abdullah said “Phase II of the mission would be 'Indianised' and we will put in all efforts to save the domestic industry. The government will limit imports and encourage domestic manufacturing to boost solar energy generation. We want our domestic solar industry to grow and survive in the competition" he said. Union Minister Farooq Abdullah said "The price of these panels has come down basically from China. Our own industry is suffering because these Chinese are bringing the prices of their panels down so dramatically to crush our industry". The Government is considering safeguarding its own industry by some regulation such as anti-dumping.

Besides, the government is eager to increase the overall share of solar energy in the country by concurrently improving infrastructural conditions in the country, especially through solar parks and schemes like 'development of solar cities', energy efficient green buildings', generation-based incentives, and subsidies and promotion for solar PV devices that are also encouraging PV installation in the country. The individual states are also adopting policies and programs to promote the expansion of solar power. Each state is adopting its own unique model for providing the incentives to achieve more deployment and better kWh cost goal. However, it remains to be seen that with this massive trend are we heading in the right direction or whether the governments are creating the right value proposition. Still the bigger question remains, to provide level playing field to local customers to develop Indian manufacturing capabilities.

Future Market Outlook

Unless the massive stock piles are reduced, prices consolidated and fierce competition both from and within China minimized, at least certain manufacturers have to prepare for a heavy roller coaster ride this year. Surely, while these developments are unnerving the solar industry, investors and not least the hundreds of thousands employees, the power consumers can more than ever only rejoice about the ongoing price war and realize their PV power costs at a much less cost.

With all this foregoing, the ray of hope lies with the imposition of antidumping duties on the imported material as promised. However, more is expected to be done by the government. Near future continues to be turbulent, but long term prospects are definitely very promising. We hope to survive for better future.

Company's Current Stance

The Company had identified Solar PV Cell manufacturing segment as their future growth engine. This industry is


26

still at the evolutionary stage. The per MW cost of Solar Cell manufacturing line has come down notably since our equipments import and these latest lines are available with advanced features. Not only has that, the cells prices too plummeted during this time considerably. This is all beyond the control of the company, and is an industry risk to which this company has been exposed severely.

The other peers of the local industry and leaders are also the victim of the same, and have been given huge concessions and extension in the repayment schedules for 10 years i.e. up to 2021.

All the revenue, profitability and the cash flow projections have gone haywire and with no fault on the part of management. As explained above the company was regular in meeting all its financial obligations till recently, but for a huge reduction in the top line revenues and the profitability, it became virtually an impossible task to meet the cash flow demand for repayment of term loans and interests. The Optical Disc Unit i.e. CDR segment has very thin margins.

Hence 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. And also as the net worth of the Company has been eroded the company needs to mandatorily file an application with the Board for Industrial and Financial Reconstruction (BIFR) as required under the Sick Industrial Companies Act (SICA).

s W

O T

SWOT Analysis

Strengths Weakness

Opportunities Threats

• Geographical Location• Own Special Economic Zone• Local Manufacturing Base

• Complete erosion of net worth• Partial coverage of value chain

•• Governmental Policy Support• Increasing global energy requirement• Global awareness for energy independence• Expansion based on present global market scenario regard to Chinese products

Expected Anti dumping •• Market Volatility• Fierce Competition• Poor orientation of governmental policies towards local manufacturers• Change in the long term governmental policies across the globe

Technology Obsolensce

NegativePositive

Internal factor

External factor


27

Risks and Concern

Raw Materials Supply and Price Risk

The prices of basic raw material used for both the units viz Optical Disc and Solar Photovoltaic cells fluctuates due to uncertain market conditions which may result in high material cost. Further our inability to negotiate at optimum and reasonable market rates may affect the profitability. Any Shortage / oversupply of raw materials in the global and domestic market may also impact the production process.

The Company will enter into agreements and contracts for pro-active reduction of material costs through negotiation with suppliers and identification of alternate suppliers.

Technology Risk

With newer technology coming in the industry on a continuous basis, the demand for CDs has reduced. With easy availability and reduced pricing of replacement products (e.g. pen drives, hard disk, memory cards and Blu-Ray); demands for CDs have declined.

The Solar Photovoltaic industry regularly faces numerous challenges on the innovation and up gradation grounds in terms of installation cost, efficiency levels, etc. The Company will upgrade its machinery and improve its efficiency as and when the need arises.

Human Resource Risk

There is significant competition from existing and emerging sectors which poses inherent risks associated with ability to hire and retain skilled and experienced professionals. The Company takes various initiatives and thereby carries out necessary training and improvements to attract and retain best talent and build intellectual capital.

Sale Price Risk

The extreme competition, dumping and oversupply in the market has resulted in fall of the sale price of both the optical disc and solar photovoltaic cell units of the Company. The Company would concentrate on cost reduction, up gradation and looking for better opportunities in the market.

Financial Risk

Risk on account of currency fluctuation and exposure to international trade may impact the profitability. Risks have to be recognized at the contractual juncture and hedged at various stages depending upon the nature of the transactions. With economic slow down and credit squeeze across the world, funding has become difficult, leading to slow order inflow from affected global and domestic markets leading to further liquidity pressure.

Liquidity Risk

The Company may face liquidity risk due to the changes in various factors both globally and domestically which may affect the profitability and the cash flows of the company. However through restructuring and control of financial parameters, aligning commercial negotiation and support of consortium of banks will ensure smooth sail for the Company.

Government Policies and Incentive / Support Programmes Risk

Any discontinuation of incentives/support programmes by the Government of various countries would adversely affect the demand for Solar PV Cells. The solar industry is at a very nascent stage and growing awareness towards environment by countries world over and solar being the best sources of energy in terms of its availability and installation, it surely looks to be having a very bright sunshine future.


28

Internal Control Systems and their Adequacy

The Company has a disciplined internal control system/procedure in place, commensurate with its nature of business and the size of operations. The Company has an effective information technology system support in various important operational and financial areas to facilities control systems.

Disclosure on financial performance with respect to Operational Performance

During the year under review, your Company recorded total income of Rs.5556.30 Lakhs as against Rs.9954.20 Lakhs in the previous year. The pricing pressure in the optical media storage and unstable scenario of Solar Photovoltaic Cell industry both globally and domestically, has put strain on the operations of your Company.

Statements in “Management Discussion and Analysis” describing the company's objectives and assessments etc. may be forward looking within the meaning of applicable laws and regulation. Actual results may differ from the statements expressed therein. Important factors that could influence the Company's operations include demand and supply conditions affecting selling prices of finished goods, availability of inputs and their prices, change in Government policy, legislation and tax rates; political defense and economic development within and outside the country and other factors such as litigation and industrial relations


29

To:

The Shareholders of Euro Multivision Limited

1. We have audited the attached Balance Sheet of Euro Multivision Limited, as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph (3) above, we report that: -

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

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

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

(d) The Company has not complied with Accounting Standard on Impairment of Assets (AS 28). The impact of the above non compliance is detailed in Para (g) below. Subject to the foregoing in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the Directors as on 31st March 2012,and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2012 from being appointed as a Director in terms of section 274(1)(g) of the Companies Act, 1956 ;

(f) “Without qualifying our opinion we draw attention to Note 22 (7) (e) in the financial statements. The stcompany has incurred a net loss of Rs. 9,236.59 Lacs during the year ended 31 March, 2012 and, as of

that date, the Company's current liabilities exceeded its current assets by Rs. 12,158.49 Lacs and its total liabilities exceeded its total assets by Rs.2,342.76 Lacs. These matters along with note set forth in Note 22 (7) (f), raise some doubt that the company will be able to continue as a going concern.”

(g) Note 21 (i) of the significant accounting policies of the company regarding Impairment of Assets, the company has not provided for impairment on its assets which is required according to “Accounting Standard 28- Accounting for Impairment of Assets”. The effect of the same is not ascertainable.

AUDITORS’ REPORT


30

(h) In our opinion and to the best of our information and according to the explanations given to us, subject to paragraph (g) the said accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, the loss for the year ended on March 31, 2012 and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Swamy & ChhabraChartered Accountants

Pavan Kumar ChhabraPartnerMembership No: 085553Firms Registration No: 113036WMumbai

thDated: 13 August, 2012


31

Referred to in Paragraph 3 of our Report of even date.

1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, these Fixed Assets have been physically verified by the Management once during the year and no material discrepancies have been noticed on such verification.

(c) There was no substantial disposal of Fixed Assets during the year.

2. (a) The stocks of Finished Goods, Stores, Spares, and Raw Materials have been physically verified quarterly during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) As per the information given to us, the procedure of physical verification of the stocks followed by the management is generally reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records to show full particulars including quantitative details of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. The discrepancies noticed, if any, have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans to any party listed in the register maintained under section 301 of the Companies Act, 1956.

The Company has taken unsecured loans from parties listed in the register maintained under section 301 of the Companies Act, 1956. The total amount of loan taken during the year was Rs.1,303.78 Lacs comprising of 17 parties and maximum balance outstanding during the year was Rs.2,618.91 Lacs and the amount outstanding at the end of the year was Rs.2,122.46 Lacs.

(b) The rate of interest and other terms and conditions of such loans taken are prima facie not prejudicial to

the interest of the company.

(c) There are no stipulations made regarding repayment of Principal amount. The payment of interest is overdue.

4. In our opinion, the company has an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and also for the sale of goods and services.

5. (a) We are of the opinion that the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, in our opinion there are no transactions made in pursuance of contracts or arrangements under section 301 that exceed the value of rupees five lacs in respect of current financial year.

6. In our opinion the Company has complied with the provisions of Sections 58A and 58AA read with the Companies (Acceptance of deposit) Rules, 1975 in respect of deposits accepted in the nature of unsecured loans taken, amounting to Rs. 250.63 lacs raised by the company during the year. The company has filed the copy of Statement in Lieu of Advertisement and necessary particulars as required with Registrar of Companies, Mumbai.

7. The company has internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ANNEXURE TO AUDITORS’ REPORT


32

9. (a) The Company has been generally regular in depositing the statutory dues payable to appropriate authorities. There are no Undisputed tax liabilities outstanding as at March 31, 2012, for a period of more than six months from the date they became payable.

(b) There are no dues outstanding of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess on account of any dispute as on March 31, 2012.

10. The Company has accumulated losses at the end of the financial year, which is more than its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. The company has not provided for impairment of its assets as required under Accounting Standard 28 “Impairment of Assets”. We are not able to quantify the effect of such non-provisioning of the above figures.

st11. The Company has defaulted in payment of dues to financial institutions. As on 31 March, 2012, the principal and interest overdue to financial institutions amounted to Rs.3,658.98 Lacs and Rs.2,307.66 Lacs respectively. The period of default ranges from 1 to 15 months in the case of principal overdues and 1 to 13 months in the case of interest overdues. The company has also overdrawn Cash Credit facilities by Rs. 2,975.92 Lacs.

12. According to the information and explanations given to us and based on the documents and records produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares or debentures or any other securities.

13. The provisions of any special statute applicable to chit funds, nidhi or mutual benefit society, do not apply to the Company.

14. During the year, the Company did not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Term Loans taken during the year were applied for the purpose for which they were obtained. During the year no fresh term loans were taken. Hence this clause is not applicable.

17. Based on the information and explanations given to us and on an overall examination of the Balance sheet of the Company, in our opinion, there are not funds raised on a short term basis have been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Swamy & ChhabraChartered Accountants

Pavan Kumar ChhabraPartnerMembership No: 085553Firms Registration No: 113036W

Mumbai, thDated: 13 August, 2012


BALANCE SHEET

Particulars Note

No. March, 31 2011

(Amount in Rs.)

As at As at

(Amount in Rs.)

March, 31 2012

EQUITY AND LIABILITIESShareholder's Funds

Share Capital 1 238000490 238000490

Reserves & Surplus 2 (472276188) 451383562

(234275698) 689384052

Non-Current Liabilities

Long-Term Borrowings 3 1039488856 1283379643

Deferred Tax Liabilities (Net) - -

Long-Term Provisions 4 4393611 31409951043882467 1286520638

Current Liabilities

Short-Term Borrowings 5 649092505 442747943

Trade Payables 6 70453011 145087622Other Payable 6 36511667 23354831

Other Current Liabilities 6 829811896 452499785

Short-Term Provisions 7 11813986 12663240

1597683065 1076353421

TOTAL 2407289834 3052258108

ASSETS

Non-Current Assets

Fixed Assets 8

(i) Tangible Assets 2004741108 2264804334

(ii) Intangible Assets 80354 121416(iii) Capital Work-in-Progress - 146601536

Non-Current Investments 9 175000 175000

Deferred Tax Assets (Net) - -

Long-Term Loans and Advances 10 20459709 24662460

2025456171 2436364746

Current Assets

Inventories 11 109783092 287422085

Trade Receivables 12 159741830 175074511

Cash and bank balances 13 31180462 57927270

Short Term Loans and advances 10 42648663 53564729Other current assets 10 38479615 41904767

381833662 615893362

Significant Accounting Policies 21Notes on accounts as per our report of even date 22

TOTAL 2407289834 3052258108

33

For Swamy & Chhabra For and on behalf of the Board

Chartered Accountants

Hitesh Shah Rajababu Kalla Pavan Kumar Chhabra

Chairman & Managing Director Partner

Membership No : 085553

Firm Reg. No : 113036W

Mumbai, Dated : August 13, 2012

Director


STATEMENT OF PROFIT AND LOSS ACCOUNT

For the year ended For the year ended

March 31, 2012 March 31, 2011

(Amount in Rs.) (Amount in Rs.)

Particulars Note

No.

14 621011071 913717650

15 1156182 4983285

622167253 918700935

16 359960388 819386168

17 203727352 -

17 66537165 (76718661)

18 57602699 48246616

19 246600286 100193499

934427890 891107622

(312260637) 27593313

20 341700892 166655467

8 268332592 218248674

(922294121) (357310828)

1365629 -

- -

- (63852100)

(923659750) (293458728)

(38.81) (12.33)

(38.81) (12.33)

21

22

INCOME

Revenue from Operations (Net)

Other income

EXPENSES

Cost of Raw Materials Consumed

Purchase of Traded Goods

(Increase) / Decrease in inventories of finished goods, work in progress and traded goods

Employee Benefit Expense

Other Expense

Earnings Before Interest, Tax and Depreciation

Finance Cost

Depreciation

Profit After Interest & Depreciation

Profit / (Loss) Before Tax For The Period (PBT)

Tax Expenses

Prior Period Tax

Current Tax

Deferred Tax

Profit / (Loss) for the period from continuing operations

Earning Per Share ( On Face Value of Rs.10/- per Share)

Basic

Diluted

Significant Accounting Policies

Notes on accounts as per our report of even date

34








Director


CASH FLOW STATEMENT

Particulars As at March 31, 2011

(Amount in Rs.)

As at March 31, 2012

(Amount in Rs.)

(922294121) (357310828)

268332592 218248674

146601536 -

341700892 166655467

629776 455839

(20000) 757244796 (15000) 385344981

(165049325) 28034152

15332681 (70087471)

177638994 (215163088)

14153725 36763192

- 63852100

(60341321) 146784079 (121881216) (306516483)

(18265246) (278482331)

- (63852100)

(18265246) (342334431)

- -

(18265246) (342334431)

(9097791) (217796479)

20000 15000

650000 220000

- (75000)

(8427791) (217636479)

(112477246) (166655467)

112423474 430571216

(53772) 263915749

(26746809) (296055161)

57927839 353983000

31181029 57927839

Cash flow from operating activity:

Net Profit before tax and extraordinary items

Adjustments for :

Depreciation

Project Expenses Written off

Interest Expense

Loss on Sale of Fixed Assets

Dividend Received

Operating profit before working capital changes

Adjustments for:

Trade and other Receivables

Inventories

Other Current Assets

Deferred Tax Provision

Trade Payables & Current Liabilities

Cash generated from operations

Direct tax

Cash flow before extraordinary items

Extraordinary items

Net cash from operating activities

Cash flow from investing activities:

Purchase of fixed assets

Dividend Received

Disposal of fixed assets

Investment in Solsys Koncepts LLP

Net cash used in investing activities

Cash flow from financing activities:

Interest Paid

Proceeds from borrowings

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and Cash equivalents as at the beginning of the year

Cash and Cash equivalents as at the end of the yearCash Flow Statement referred to in our report of even date.

35








Director


NOTES FORMING PART OF THE BALANCE SHEET


(Amount in Rs.)


(Amount in Rs.)

23800049 - 23800049 -

- - - -

- - - -

23800049 - 23800049 -

No. of Shares held

% of Holding No. of Shares held

% of Holding

4999753 21.01 4999753 21.01

4991923 20.97 4991923 20.97

- - 1806755 7.59

Terms / Rights attached to Equity Shares

-

(120619623) 172839105

451383562

572003185

-

-

(472276188)

572003185

(1044279373) (120619623)

(923659750) (293458728)

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

Shares outstanding at the end of the year

Shares bought back during the year

Note - 1

SHARE CAPITAL

Authorized

28150000 Equity Shares of Rs.10 each

185000 - 5 % Cumulative Redeemable Preference Shares of Rs.100/- each

Shares Issued during the year

572003185

Add : Additions during the year

Total (A) + (B)

Opening Balance (As per last financial statement)

Opening Balance (As per last financial statement)

Closing Balance (A)

Surplus

Add : Net Profit / (Net Loss) for the current year

RESERVES & SURPLUS

Securities Premium Account

Closing Balance (B)

Suresh L Shah

Rayshi L Shah

Anugrah Stock and Broking Pvt Ltd

Note - 2

Less : Utilized during the year

Shares outstanding at the beginning of the year

Equity

Shares

Equity

Shares

Preference

Shares

Reconciliation of the number of shares

Outstanding

Issued, Subscribed and fully paid up

23800049 Equity Shares of face value of Rs.10/- each

Preference

Shares

-

572003185

300000000

281500000

238000490 238000490

281500000

18500000

238000490238000490

300000000

18500000

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 per share. No Dividends were proposed by the Board of Directors for the financial year 2011-2012. In the event of liquidation of the company, equity shareholders will be entitled to receive remaining assets in proportion to the number of shares held by them.

36




(Amount in Rs.)


(Amount in Rs.)

467428467 451998292 354486071 623616759

589337497 788870314 424574781 1012309101

443000 - 610354 443000

443000 - 610354 443000

70301 - 770864 70301

70301 - 770864 70301

- 109053564 - 111880458- 141564978 - 158676782

- 250618542 - 270557240

589850798 1039488856 425955999 1283379643

121909030 336872022 70088710 388692342

Term Loans from Banks

Loans and advances from related partiesOther Loans and Advances

Vehicle Loans

- State Bank of India

Total Long Term Borrowings

UNSECURED LOANS

- HDFC Bank Ltd

LONG TERM BORROWINGS

SECURED LOANSTerm Loans from Banks - The Cosmos Co-op Bank Ltd

Note - 3

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

• The sanctioned Term Loan of Rs.337500000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a., subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.7680000/- each alongwith interest. The prinicpal outstanding is due since January 2011 and interest is outstanding since March 2011.

• The sanctioned Term Loan of Rs.105000000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a, subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.2389073/- each alongwith interest. The prinicpal outstanding is due since January 2011 and interest outstanding is due since April 2011.

• The sanctioned Term Loan of Rs.29400000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a, subject to revision at the bank's discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.668940/- each alongwith interest. The prinicpal outstanding is due since January 2011 and interest outstanding is due since April 2011.

• The sanctioned Term Loan of Rs.800000000/- from State Bank of India, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 12.25% p.a. with monthly rest and biennial reset clause, is repayable in 20 equal quarterly installments of Rs.40000000/- each.The prinicpal outstanding is due since April 2011 and interest is outstanding since June 2011.

• The sanctioned Term Loan of Rs.360000000/- from State Bank of India, carrying interest of minimum (subject to revision at the bank's discretion based on the changes in SBAR) @ 10.00% p.a. is repayable in monthly installments of Rs.12781000/- each.The prinicpal outstanding is due since June 2011 and interest is outstanding since July 2011.

• The sanctioned vehicle Loan of Rs.653600/- from Kotak Mahindra Prime Ltd, carrying interest @ 9.50% p.a. is repayable in 35 monthly installments of Rs.21400/- each alongwith interest and is secured by hypothecation of respective vehicle-Ford Fiesta Car.

• The sanctioned vehicle Loan of Rs.914500/- from Reliance Capital Limited carrying interest @ 10.54% p.a. is repayable in 35 monthly installments of Rs.30463/- each alongwith interest and is secured by hypothecation of respective vehicle-Mahindra Tourister Bus.

• The sanctioned unsecured business Loan of Rs.2000000/- from HDFC Bank Limited is repayable in 36 monthly installments of Rs.71300/- each alongwith interest.

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

Current Current Non Current

Note - 4

LONG TERM PROVISIONS

4393611

Provision for employee benefits - Gratuity

- Leave Encashment (unfunded)

3959016

434595

3140995

2405498

735497

37

Non Current




(Amount in Rs.)


(Amount in Rs.)

-

319736306

649092505

329356199

Note - 6

649092505

Buyers Credit (Secured by Letter of Credit)

Cash Credit Facilties from

- The Cosmos Co-op Bank Ltd

- State Bank of India

Note - 5

Loans Repayable on demandSECURED LOANS

SHORT TERM BORROWINGS

71656332

183782824

187308786

371091611

442747943

•stocks in process, finished goods, stores, spares, book debts etc. towards its Optical Disc Unit and Solar Cells Unit (in Special Economic Zone) at Bhachau, Kutch, Gujarat and guaranteed by the Director Mr. Hitesh Shah and erstwhile Directors, Mr.Nenshi Shah, Mr.Rayshi Shah, Mr.Suresh Shah and Mr.Chirag Shah of the Company in their personal capacity.

• The sanctioned cash credit facility of Rs.166500000/- from The Cosmos Co-op Bank Ltd, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 13.00% p.a., is repayable on demand, and the account is overdrawn by Rs.162856199/-.

• The sanctioned cash credit facility of Rs.185000000/- from State Bank of India, carrying interest (subject to revision at the bank's discretion based on the changes in base rate) @ 13.25% p.a., with monthly rest is repayable on demand, and the account is overdrawn by Rs.134736306/-.

Secured on pari-passu basis, by hypothecation and mortgage of current assets of the company i.e stocks of raw materials,

70453011

121909030

106964677

829811896

-

36511667

70301

2817497

4242971

194233037

36520037

-

467428467443000

5655648

1523704

91403

2056153

291894

11813986

1144525

Provision for Expenses

Note - 7

SHORT TERM PROVISIONS

Provision for Salaries & WagesProvision for Leave Salaries & Bonus

Provision for Provident Fund

Provision for other Expenses

Audit Fees Payable

Provision for Tax

Provision for Income Tax (MAT), FBT

629885

Trade Payables

HDFC Loan

Term Loan - CosmosTerm Loan - SBI

Trade Payables

Current Maturities of Long Term Borrowings

OTHER CURRENT LIABILITIES

Advance received from Customers(Towards supply of goods to be made in finanical year 2012-2013)

Statutory Dues Payable

Other Payables

Interest accrued but not due on Buyers CreditInterest Payable on Buyers Credit

Interest accrued & due on WC

Interest accrued & due on Term Loans

Vehicles Loan

Retention Money Payable

Credit Card Payments

2568330

145087622

70088710

354486071

168442452

452499785

23354831

1111201

6712353

309173

14608745

-

403171

610354

770864

174924

3224219

32765981761357

12663240

373304

5726384

744525

781072

38

3075784012

9508078

149851099

2935440990

664256727

268332591

1969787

930619531

2004821462

2411

527288

146601536

-

146601536

-

-

-

-

-

-

146601536

2929182476

9508078

3249563

2935440990

664256727

268332591

1969787

930619531

2004821462

2264925752

60887698

-

-

60887698

31478940

6295788

-

37774728

23112970

29408758

7008508

-

-

7008508

1170421

234084

-

1404505

5604003

5838087

4385898

11000

-

4396898

2151932

491359

-

2643291

1753608

2233966

2717026

44520

-

2761546

933319

401354

-

1334673

1426872

1783707

27682699

-

-

27682699

360884

452186

-

813070

26869629

27321815

8571448

415000

3249563

5736884

324411

0741475

1969787

2015797

3721088

5327339

16881077

-

-

16881077

1800759

1068693

-

2869452

14011624

15080318

2597548518

7688043

-

2605236561

608165038

252148361

-

860313399

1744923163

1989383481

189260082

1349515

-

190609597

13334085

6370252

-

19704337

170905261

175925998

13001265

-

-

13001265

500398

87976

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39


1238258




(Amount in Rs.)


(Amount in Rs.)

100000

75000

175000

(A) Investment in Equity Instruments

(B) Other Non-Current Investments

Non-Trade and Unquoted:

Long Term Investments:

1000 Equity Shares of Rs.100 each of The Cosmos Co-Op. Bank Limited

Note - 9

NON CURRENT INVESTMENTS (AT COST)

Investment in the Share Capital of Solsys Koncepts LLP

12691937

-

38479615

21388

-

14047319

127870

-

414339

-

234288

1029025

610487

-

11950981

1936003

11612489

20459709

292137

5962238

42648663

40183150

-

-

-

-

474336

Deposits-Share Link Deposits of Cosmos Bank, etc

EMV Technosys

Deposits-Security Deposits for various faciltiies

NOTE - 10

Prepaid Expenses

Prepaid Insurance

Interest Accrued on Buyers Credit

Short Term

DEPB Licence

Interest Accrued and Receivable on Security Deposit

Staff Advances

Insurance A/c

MAT Credit Receivable

Others

Sales Tax refund receivable

Excise Duty refund receivable

Other Current Assets

Deposits-Accrued Interest on Bank Guarantees/LC Margins

Deposits with Suppliers

Service Tax Refund Receivable

Excise Duty PLA A/c

Custom Duty Receivable

Advances to Suppliers

Forward Contract

Deffered Premium / Discount on Forward Contracts

LOANS AND ADVANCES

Insurance Claim Receivable A/c

Long Term

Income Tax / FBT Advances

75000

175000

100000

41904767

22272

20658319

118870

403171

110215

1142558

-

14325

593700

13070943

(500)

9515089

11612489

24662460

667778

10955347

1936003

610487

1410000

53564729

1160615

855882

143678

637405

35448284

9045027

40




(Amount in Rs.)


(Amount in Rs.)

- -

- -

- -

- -

- -

- -

66716684 83343260

- -

66716684 83343260

- -

66716684 83343260

93025146 91731251

- -

25404246

Note - 11

INVENTORIES (AT COST AND NET REALIZABLE VALUE)Finished Goods

Private Company in which Director is a member

Directors

Other officers of the Company

Firm in which Director is a partner

Note - 12

TRADE RECEIVABLESTrade receivables outstanding for a period less than six months from the date they are due for payment

Secured, considered good

Unsecured, considered good

Unsecured, considered doubtful

Less: Provision for doubtful debts

Trade receivables outstanding for a period exceedingsix months from the date they are due for paymentSecured, considered good

Unsecured, considered good

Unsecured, considered doubtful

Less: Provision for doubtful debts

Trade Receivable stated above include debts due by:

Raw Materials

Packing Material

Work In Progress and Semi Finished Goods

65828638

109783092 287422085

71145183 1810106034267786 5504194

8965877 35078650

- -

93025146 91731251

- -

93025146 91731251

2723999

106552

613911

Current Accounts

Balances with Banks

Forex Pre-Paid Card

CASH AND BANK BALANCES

Cash On Hand

Cash and Cash Equivalents

Note - 13

140499

1532829

1160942

* The Company has imported various Capital Goods under the Export Promotion Capital goods Scheme (EPCG), of the Government of India, through various licenses, at concessional rates of Custom Duty on an undertaking to fulfill quantified exports within a period of eight years from the date of respective licenses. Bank Guarantees have been issued by the banks for the same and the same are due for maturity, on various dates in 2014, 2015 and 2016.

13578000

4151500014635000

13101000

Fixed Deposit Against LC Margin Money

Fixed Deposit Against Bank Guarantees *

Other Bank Balances

31180462 57927270

41


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNT

Particulars For the year ended

March 31, 2011

For the year ended

March 31, 2012

Note - 14

REVENUE FROM OPERATIONS

Sale of products

Finished Goods 407964793 913717650

Traded Goods 213046278 -

Revenue from Operations (Gross) 621011071 913717650

Less: Excise Duty

Revenue from Operations (Net) 621011071 913717650

Details of products sold

Finished Goods Sold

Optical Discs 276674412 371529780

Solar Photovoltaic Cells 131290381 542187870

407964793 913717650

Traded Goods Sold

Solar Photovoltaic Cells 156855558 -

Solar Modules 56190720 -

213046278 -

Note - 15

OTHER INCOME

Dividend Income on Equity Shares of The Cosmos Co-op Bank Ltd

20000 15000

Insurance Claim Received 147444 462878

Interest on Advances Given - 4505407

Interest Received on Security Deposit 920754 -

Interest Received on Income Tax (AY 2009-2010) 67984 -

1156182 4983285

Note - 16

COST OF RAW MATERIALS CONSUMED

Inventories at the beginning of the year

Raw Materials 181010603 43488873

Packing Materials 5504194 4581497

Total (A) 186514797 48070370

Add : Purchases

Raw Materials 242376017 950151875


Total (B) 248858559 957830595

Inventories at the end of the year

Raw Materials 71145183 181010603


Total (C) 75412968 186514797

Cost of Raw Materials Consumed (A) + (B) - (C) 359960388 819386168

42




March 31, 2011

For the year ended

March 31, 2012

43

-

Solar Modules 46130362 -

203727352 -

Details of Inventory

Finished Goods

Optical Discs 12526472 15163377

Solar Photovoltaic Cells 12877775 50665261

25404247 65828638

Traded Goods

Solar Photovoltaic Cells - -

Solar Modules - -

- -

Note - 17

(INCREASE) / DECREASE IN INVENTORIES

Inventories at the beginning of the year

Finished Goods 65828638 11768662

Semi Finished Goods / WIP 35078650 12419965

Traded Goods - -

Total (A) 100907288 24188626

Inventories at the end of the year

Finished Goods 25404246 65828638

Semi Finished Goods / WIP 8965877 35078650

Traded Goods - -

Total (B) 34370123 100907288

(B)-(A) (66537165) 76718661

Details of purchase of traded goods

Solar Photovoltaic Cells 157596990

49371811 41383534

2429208 2247530

1656380 729119

71373 78672

3994239 3498857

79688 308904

57602699 48246616

Note - 18

EMPLOYEE BENEFIT EXPENSE

Salaries,Bonus and Leave Salary

Contribution to Provident Fund and other fund

Gratuity Expenses

Staff Welfare Expenses

Canteen Expenses

Medical Expenses

Total




March 31, 2011

For the year ended

March 31, 2012

56585294 63029611

2766416 1941914

2296351 2152687

2046199 2300177

2165632 3604226

4450277 -

2340000 2100000

2872716 3309308

6537894 1409100

2150692 2285206

754611 192765

1209502 51344389493 37002

745350 560231827250 992700

17554 22585

1063647 1253234

124527 197212

302089 516074

1507156 1629765

593859 -

1100210 1163602

1785603 1727678

146601537 -

1200000 1200000

85000 57500

301847 422725

- 75000

3459436 2410370

- 12550

629776 455839

70369 -

246600286 100193499

661800 661800

165450 330900

827250 992700

321493034 174309699

10005973 7698617

10201885 (15352848)

341700892 166655467

Exchange Fluctuations on foreign currency transactions

OTHER EXPENSEPower & Fuel

Freight & Transport Charges

Consumables of spares,electricals & others

Labour Charges

Miscellaneous Expenses

Royalty Expenses

Tank Facility & Gas Management Charges

Conveyance & Travelling

Fees & Subscription

Insurance Charges

Rates and Taxes

Repairs & Maintenance

- Plant & Machinery - Building

- Others

Auditors Remuneration

Books & Periodical

Motor Vehicle Expenses

Postage & Telegram Charges

Printing & Stationery

Security Expenses

Excise Duty and Service Tax Expenses

Telephone Expenses

Advertising and Sales Promotion Expenses

Project Expenses Written off

Directors Remuneration

Directors Sitting Fees

Electricity Expenses

Donations

Rent

Entertainment Expense

Loss on sales of Fixed Assets

Office Expenses

Payment to Auditors

Audit Fees

Tax Audit Fees

Note - 20

FINANCE COST

Interest

Other Finance Charges

(Not attributable to long term monetary items)

Note - 19

44


SIGNIFICANT ACCOUNTING POLICIES AS AT MARCH 31, 2012

45

Note - 21

(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

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules,2006,(as amended) and the relevant provisions of the Companies Act,1956.The financial statements have been prepared on an accrual basis and under historical cost convention on a going concern basis.

(c) Presentation and disclosure of financial statements

During the year ended 31 March 2012, the revised Scheduled VI notified under the Companies Act 1956,has become applicable to company, for preparation and presentation of its financial statements. It has significant impact on presentation and disclosure made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

(d) Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judegments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although theses estimates are based on the management's best knowledge of the current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

(e) 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 condition for its intended use and also comprises of borrowing costs attributable to acquisition and construction of assets up to the date when such asset is ready for its intended use.

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

(f) Depreciation on Tangible fixed assets

Depreciation on fixed assets is calculated on a "Straight Line Basis" using the rates arrived at based on the useful lives estimated by the management, or those prescribed under the Schedule XIV to the Companies act,1956,whichever is higher.

(g) Leases

Operating Lease

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

(h) 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.

(i) 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 / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing



46

value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

(j) Investments

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

(k) Inventories are valued as under:

(i) Raw Materials / Packing Materials-Is valued at cost or net realisable 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.

(l) Revenue Recognition

Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue.

(m) Foreign Currency transactions

• The reporting currency of the Company is Indian Rupee.

• Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the transaction. At each balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

• Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the Company’s monetary items at the closing rate are recognised as income or expense in the period in which they arise.

• The premium or the discount on forward exchange contracts not relating to firm commitments or highly probable forecast transactions and not intended for trading or speculation purpose is amortised as expense or income over the life of the contract.

• Gain or loss on forward exchange contracts for non speculation relating to firm commitments is computed by multiplying the foreign currency amount of the forward exchange contract by the difference between the closing rate available at the reporting date and the contracted forward rate. Such gain or loss is recognised in the profit and loss account.

• Gain or loss on forward exchange contracts for speculation relating to firm commitments is computed by multiplying the foreign currency amount of the forward exchange contract by the difference between the forward rate available at the reporting date for the remaining maturity of the contract and the contracted forward rate. Such gain or loss is recognised in the profit and loss account.

• Cash flows arising on account of roll-over / cancellation of forward contracts are recognised as income / expense of the period in line with the movement in the underlying exposures.

• Pursuant to the notification of the Companies (Accounting Standards) Amendment Rule 2009 issued by Ministry of Corporate Affairs on March 31, 2009 amending Accounting Standard – 11 (AS - 11) ‘The Effects of Changes in Foreign Exchange Rates (revised 2003), exchange differences relating to long term monetary items are dealt with in the following manner :

(i) Exchange differences relating to long term monetary items, arising during the year, in so far as they relate to the acquisition of a depreciable capital asset are added to / deducted from the cost of the asset and depreciated over the balance life of the asset.



47

(ii) In other cases, such differences are accumulated in the “Foreign Currency Monetary Translation Difference Account” and amortised to the profit and loss account over the balance life of the long term monetary item but not beyond March 31, 2011.

(iii) All other exchange differences are recognised as income or expense in the profit and loss account.

(iv) The Company has not yet adopted AS-30 as it is not mandatory in nature for the financial year 2011-2012 in respect of forward contracts outstanding at the beginning of the financial year.

(n) Employee Benefits

Gratuity

In accordance with the Payment of Gratuity Act, 1972, Euro Multivision Ltd provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees of the Company. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, or termination of employment, of an amount based on the respective employees's salary and the tenure of employment with the company.

The Company has Group Gratuity Policy managed by LIC and liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Accounting Standard 15 (Revised). Liabilities with regard to the Gratuity Plan are determined by actuarial valuation at Balance Sheet date using the projected unit credit method. The Company contributes all ascertained liabilities to the Euro Multivision Ltd Employee's Group Gratuity Fund Trust. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the Profit and Loss Account in the period in which they arise.

Provident Fund

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

Employees Group Insurance Scheme

Euro Multivision Ltd contributes towards Employee's Group Insurance Scheme, which is a defined contribution plan for its employees at plant.

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

(o) Taxes on Income

Tax on income for the current period is determined on the basis of estimated taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961 and based on the expected outcome of assessments / appeals.

Deferred Tax resulting from ‘timing difference’ between book and taxable profit for the year is accounted for using the current tax rates. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable certainty that the assets will be adjusted in future. However, in case of deferred tax assets representing unabsorbed depreciation or carry forward losses are recognised, if and only if there is a virtual certainty that there would be adequate future taxable income against which such deferred tax assets can be realised.

Minimum Alternate Tax (MAT) eligible for set-off in subsequent years (as per tax laws), is recognised as an asset by way of credit to the Profit and Loss Account only if there is convincing evidence of its realisation. At each Balance Sheet date, the carrying amount of MAT Credit Entitlement receivable is reviewed to reassure realisation. MAT provisions are made applicable to SEZ Units also, w.e.f FY 2011-2012.

(p) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares



48

outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(q) Provisions and Contingent Liabilities

Provisions involving a substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.

NOTE 22 - NOTES FORMING PART OF THE ACCOUNTS

1 Related Party TransactionsThe Company has transactions with the following related parties:

(a) Promoters/Directors (1) Nenshi L Shah (2) Rayshi L Shah (3) Suresh L Shah

(4) Hitesh S Shah (5) Chirag R Shah

(b) Key Managerial Personnel (1) Chirag R Shah (2) Hitesh S Shah

(c) Relatives of Promoters

(d) Enterprise Having common (1) Euro Ceramics Limited

Key Management Personnel (3) Euro Bond Industries Pvt Limited (4) Euro Developers Pvt Ltd

and/or their relatives as the (5) Euro Flooring Pvt Ltd (6) Euro Pratik Ispat Pvt Ltd

Reporting Enterprises (7) Euro Merchandise (India) Ltd (8) Euro Décor Pvt Ltd

(9) Subhnen Ply Pvt Ltd (10) Tangent Furniture Pvt Ltd

(11) Gurukul Enterprises Pvt Ltd (12) NLS Enterprise Pvt Ltd

(13) Canbara Constructions Pvt Ltd (14) Paras Polyplast (Manufacturing) Pvt Ltd

(15) Euro Glass Pvt Ltd (16) Euro Conventional Energy Pvt Ltd

(17) Euro Solar Power Pvt Ltd (18) Euro Minerals Corporation

(19) Euro Agro (20) Euro Pratik Sales Corporations

(21) Jainy Glass and Veneers (22) Kanchghar

(23) Laxmi Ply Agency (24) National Ply and Laminates

(25) Neelam Metals (26) Aar Pee Reprotechnic

(27) Rangoli (28) Neelam Ply and Laminates

(29) Paras Plastic (30) Rangoli Annexe

(32) Euro Foundation

(33) Disti Multimedia & Communication Pvt Ltd

(34) Subhnen Finance & Investment Pvt Ltd

(35) Lyons Technologies Ltd (36) Solsys Koncepts LLP

(37) EMV Technosys Ltd (38) Vaman International Pvt Ltd

(39) National Laminates & Corporation (40) Euro Realtors

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

(2) Euro Solo Energy Systems Pvt Ltd

(31) Ladhabhai Sanganbhai Gala Charitable Trust

(1) Manjari H Shah (2) Ladhabhai S Shah - HUF(3) Dhaval S Shah (4) Gunvantiben L Shah(5) Shantilal L Shah (6) Sonalben S Shah(7) Shantaben L Shah (8) Hitesh S Shah - HUF(9) Nenshi L Shah - HUF (10) Megiben L Shah (11) Rekha J Nishar (12) Maniben R Shah(13) Dinesh Shah - HUF (14) Dhaval Shah - HUF


49

Enterprise Having

common Key

Management

Personnel and/or

their relatives as

the Reporting

Enterprises

Particulars

Enterprise Having

common Key

Management

Personnel and/or

their relatives as

the Reporting

Enterprises

Relatives of

Promoters

Key

Managerial

Personnel


Promoters

Relatives of

Promoters Key

Managerial

Personnel

Promoters


Sr No. Particulars

Total

Sr No.

Total

Related Party Transactions (contd.)

(a) Loans & Advances Taken # 212255063 87548754 - 21504810 103201499

(b) Rendering of Services 25370 - - - 25370

(c) Remuneration of Directors 1200000 - 1200000 - -

(d) Receiving of Services * 22800569 - - - 22800569

(e) Purchasing of Goods 27733 - - - 27733

(f) Sales of Goods 849 - - - 849

Total 236309584 87548754 1200000 21504810 126056020

# Represents Closing Balances as at period end.

(a) Loans & Advances Taken # 226307765 83888296 - 27992162 114427307

(b) Rendering of Services 172189 - - - 172189

(c) Remuneration of Directors 1200000 - 1200000 - -

(d) Receiving of Services 47846450 - - - 47846450

(e) Purchasing of Goods 8495328 - - - 8495328

(f) Sales of Goods 44881 - - - 44881

Total 284066613 83888296 1200000 27992162 170986155

# Represents Closing Balances as at period end.

Note:

* The Company had entered into an arrangement with Euro Ceramics Ltd in 2006-2007, one of its group companies having its unit adjacent to the company's unit at Bhachau, whereby Euro Ceramics Ltd recovered one-fifth of the capital investment cost incurred on its Power Plant Machinery and Building for sharing of power generated by the Power Plant. Euro Ceramics Ltd also recovers the operating expenses of running the Power Plant from the company on a monthly basis based on actual units of power consumed by the company. Out of the above amount of Rs.22800569/- towards receiving of services, amount of Rs.19414054/-, is towards the recovery of the operating expenses of power plant.


NOTES FORMING PART OF THE ACCOUNTS AS AT MARCH 31, 2012

2

[A] Defined Contribution Plan:

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

Particulars

Employer's Contribution to Provident Fund

Employer's Contribution to Employee's State Insurance

[B] Defined Benefit Plan :

2012 2011 2012

[I] Changes in the present value of ObligationsPresent value of obligations as at the beginning of the year 2405498 1812106 735497

Interest Cost 191350 144968 61782

Current Service Cost 578041 623339 48773

Gratuity Leave EncashmentsParticulars

2011-2012

2070548

75145

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

2011

112584

8914

155000Benefits paid (345414) - - 2315

Acturial (Gain)/Loss on obligations 1129541 (174915) 411457 461314

Present value of obligations as at the end of the year 3959016 2405498 434595 735497

[II] Changes in the fair value of plan assetsFair value of plan assets at the beginning of the year 600995 - - -

Expected return on plan assets 35627 30053 - -

Employer's Contributions 29950 564264 71493 2315

Benefits Paid (345414) - - -

Acturial Gain/(Loss) on Plan assets 1796 6678 (71493) -

Fair value of plan assets as at the end of the year 322954 600995 - 2315Acturial Gain/(Loss) to be recognized 1127745 (181593) 339964 461314

[III] Actual return on plan assetsExpected Return on plan assets 35627 30053 - -

Acturial Gain/(Loss) on Plan assets 1796 6678 (71493) -

Actual return on plan assets 37423 36731 (71493) -

[IV] Amount to be recognized in the Balance SheetPresent value of obligations as at the end of the year 3959016 2405498 434595 735497

Fair value of plan assets as at the end of the year 322954 600995 - -

Liability to be recognized in the Balance Sheet 3636062 1804503 434595 735497

[V] Amount to be recognized in the Profit & Loss AccountInterest Cost 191350 144968 61782 8914Current Service Cost 578041 623339 48773 155000Expected Return on plan assets (35627) (30053) - -

Acturial Gain/(Loss) to be recognized 1127745 (181593) 339964 461314Amount to be recognized in the Profit & Loss Account 1861509 556661 229409 625228

[VI] Balance Sheet ReconcilliationPresent value of obligations as at the beginning of the year 2405498 1812106 735497 112584Amount to be recognized in the Profit & Loss Account 1861509 556661 229409 625228Employer's Contributions 29950 564264 (71493) 2315Liability to be recognized in the Balance Sheet 4237057 1804503 434595 735497

2010-2011

1939021

75899

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

Salary Escalation 7.50% F5Y & 7.00%TA

5.00% 10% F5Y& 5% TA

5.00%

[VII] Principal Acturial Assumptions used at the Balance Sheet DateDiscount Rate 8.57% 8.00% 8.40% 8.00%

The estimated future salary increases take account of inflation, seniority, promotion and other retirement factors such as supply and demand in the employment market.

50



51

3 Deferred tax

Provision for Deferred Tax Assets / Liabilities is made as per Accounting Standard 22 issued by the Institute of Chartered Accountants of India. No provision is made in books of account for future assets, being unascertainable for Optical Disc Unit. Since the Company’s Solar Photovoltaic unit is situated in a sector specific notified Special Economic Zone entitled for tax exemption under section 10AA of Income Tax Act, no deferred tax has been recognized for the year.

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

4 Disclosure in pursuant to AS-19 LeasesOperating Lease

-

- Within one year of the Balance Sheet date

- Due in a period between one year and five years

- Due after five years

7624973

2011-2012 2010-2011Particulars

3519720

3969861Lease rentals recognized during the yearLease Obligations Payable

2977560

3519720

11144693

The operating lease arrangements extend upto a maximum of five years from their respective dates of inception and relates to rented office premises and gas tank facility. Some of these lease arrangements have a price escalation clause.

5 Disclosures as required by Accounting Standard (AS) 17 Segment ReportingPrimary Segments

External Sales (Net of Excise Duty)

Less: Interest & Financial ChargesLess: Unallocable Expenses Net of Unallocable Income

March 31, 2012

276674412

- -

276674412

(87000970)

80254558

-

(167255528)

821626166

116763307

704862859

65412119396469

March 31, 2011

371529780

- -

371529780

(85975726)

79393886

-

(165369612)

898802988

57182592

841620397

13365279117898298

March 31, 2012

131290381

213046278 -

344336659

(493592259)

261446335

-

(755038593)

1585663668

239344467

1346319201

9442666148936123

March 31, 2011

542187870

- -

542187870

(104679634)

87261581

-

(191941215)

2126935121

112479137

2014455984

204431201100350376

March 31, 2012

407964793

213046278 -

621011071

(580593229)

341700892

-

(922294121)

2407289834

356107774

2051182060

9508078268332592

Solar Photovoltaic Cells / Modules

TotalOptical Discs

March 31, 2011

913717650

- -

913717650

(190655361)

166655467

-

(357310828)

3025738109

169661729

2856076380

217796479218248674

(a) Revenue

Trading SalesInter-Segment Sales

Total

(b) Segment Results (PBIT)

Profit Before Tax

(c) Capital Employed

Segment Assets

Segment Liabilities

Net Assets

Capital ExpenditureDepreciation

Particulars

Secondary Segments (Geographical Segments)

Domestic-Manufacturing Optical Discs Solar Photovoltaic Cells

Domestic-Trading Solar Photovoltaic Cells Solar Modules

Overseas Optical Disc Solar Photovoltaic Cells

15685555856190720

- -

- 213046278

621011071

27366065

397574081

1321764514821804

516143569913717650

56909441

323729721

74380940

84235072

2011-2012 2010-2011The distribution of Company's sales by geographical market is as under:

266820280 370208016

9854132



52

6 Earnings Per Share

(c)

Excise Refund Recognised as Income (Refer Note Below * ) Rs.1936003

March 31, 2011

Rs.1936003

Particulars

Rs. 51353000

23800049

(12.33)

(293458728)

23800049

23800049

March 31, 2011

Number of Equity Shares at the beginning of the year

Number of Equity Shares at the end of the year

Net Profit after Tax available for Equity share holders (B)

Earning per share (C = B / A )

Weighted Average number of shares at the end of the year (A)

Particulars March 31, 2012

23800049

23800049

23800049

(923659750)

(38.81)

Rs.50876000

March 31, 2012

Bank Guarantees

7 Contingent liabilities not provided for :

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 confessional rates of Custom Duty on an undertaking to fulfill quantified exports within a period of eight years from the date of respective licenses. The custom Duties so saved amounts to Rs. 253856218/- and the corresponding Export obligation as on 31st March 12 to be fulfilled is Rs.1917084993/-. If the said Export is not made within the stipulated time period; the company is required to pay the said saved Custom Duty together with interest @ 15% p.a.

The Company's Solar Photovoltaic Cells manufacturing unit is located in self owned sector specific Special Economic Zone. According to the SEZ Act, the units should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cumulative blocks of five years, starting from the commencement of production. In case the unit does not achieve positive Net Foreign Exchange, the SEZ shall be subject to penalty, that may be imposed by the adjudicating authority.

(a)

(b)

*Note:- The Company falls under 1st Schedule to Central Excise Tariff Act, 1985 (5 of 1985). The unit was set up after 31-07-2001 and hence eligible for Excise Refund benefit envisaged in Notification No:39/2001-CE dated 31-07-2001 as amended. The Company also duly applied to Central Excise Department for availing benefit under the said notification and the Department approved the same. The Company commenced commercial production of its first phase on 04-04-2005 with five manufacturing lines and doubled its capacity in January 2007 by adding five more manufacturing lines. The Department took the stand that the eligibility is only for the first phase and will not be applicable for the expansion phase. The Company was duly in receipt of Excise Refund on the first five lines till the financial year 2007-2008, however from financial year 2008-2009 onwards the Department rejected the Excise Refund claim even for the first five lines.

The company, while taking stand that the excise benefit should be made available for the second phase as well, provided for excise refund on the first phase on proportionate basis. Currently the matter is pending with CESTAT (Ahmedabad). The Company had recognised Excise Refund amount of Rs.6341853/- in the year 2008-2009 and Rs.8667688/- in the year 2009-2010 on this account, of which the company had received Rs.11431016/- as excise refund from the Central Excise Department and Rs.1642522/- were declared as non refundable by the Central Excise Department. Thus for the balance amount of excise refund recognised during the year 2009-2010 of Rs.1936003/- will not materialise if the appeal is not disposed of in favour of the company and the same amount continues for the current financial year also.

Claims against the Company not Acknowledged as Debts as on 31st March 2012 amounting to Rs. Nil.

The Company had entered into an arrangement with Euro Ceramics Ltd in 2006-2007, one of its group companies having its factory adjacent to the company's factory at Bhachau, whereby Euro Ceramics Ltd recovered one-fifth of the capital investment cost incurred on its Power Plant Machinery and Building for sharing of power generated by the Power Plant. Euro Ceramics Ltd also recovers the operating expenses of running the Power Plant from the company on a monthly basis based on actual units of power consumed by the company. The same is also disclosed (in note 22) under related party transactions.

During the year 2011-2012, the Company has incurred significant losses which have resulted in erosion of its net worth. The severe fall in the prices of Solar Photovoltaic cells globally on account of reduced demand resulted the company leaving with large inventory at reduced prices, leading to necessity for booking losses and thereby depleting working capital. 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.

In the course of time there became default in the repayment obligations of banks and the relevant loan accounts – Term Loans, Cash Credit Accounts and devolvement of letters of credit.

(d)

(e)

2010-2011

Watts

40000000

9490410

8751829

542187870



53

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

The Company had received an order of temporary injunction under Section 19 of the Recovery of debts due to Banks and Financial Institutions Act, 1993 read with rule 18 of the Debts Recovery Tribunal (Procedure) Rule, 1993. As per the order the Company was restrained from transferring, alienating, selling, removing, conveying or parting with the possession or dealing with in any manner with the hypothecated & mortgaged properties, and the matter was in the process of hearings at the Debts Recovery Tribunal-II, Ahmedabad. Subsequently, vide order dated June 22, 2012 the initial order was modified by the honorable tribunal for allowing continuance of business activities.

Going Concern

It has been a challenging year for the global solar cell manufacturers as well as the Indian manufacturers; which on the one hand witnessed steep fall in solar cell prices and on the other hand market flooded with products from Chinese and Taiwanese manufacturers which led to the growth of large Chinese manufacturers.

The Governments in India and other countries are eager to increase the overall share of solar energy by concurrently improving infrastructural conditions, especially through solar parks and schemes like ‘development of solar cities’, energy efficient green buildings’, generation-based incentives, and subsidies and promotion for solar PV devices that are also encouraging PV installation. Recently, in India, it was made mandatory to have domestic content requirement for cell and module for crystalline silicon based plant in all the projects granted under JNNSM Phase1, batch II. Individual states in India, are also adopting policies and programs to promote the expansion of solar power. Further, the Indian Government is considering safeguarding its own industry by some regulation such as anti-dumping for Solar Cells.

In the present situation, the Company is now considering sustainable business model with the various options to restructure the capital base including but not limited to approaching the lender banks for arbitraging the partial debt with equity, concessions and / or waiver in the interest along with haircuts in certain debt portion with an objective to bring it at a serviceable level. The Company as a measure of abundant caution is also approaching the BIFR to meet any eventuality which may arise due to non acceptance of the Restructure and Revival Program by the Banks. Considering the changed and new developments taking place in the Solar Industry and as detailed in the management discussion analysis, the financial statements have been prepared on the basis that the Company is a going concern.

(f)

8

2011-2012

Nos.

180000000

64566400

64966300

261752443

2010-2011

Nos.

180000000

87849500

87233100

328257590

2011-2012

Watts

40000000

2824249

3048380

131290381Value (Rs.) *

ADDITIONAL INFORMATION AS REQUIRED UNDER PARA 3,4C & 4D OF THE COMPANIES ACT, 1956.

* Assessable Value as per Excise Register for Optical Discs.

Capacities, Production/Purchase, Turnover of Sales and Closing Stock Of Finished Goods

Solar Photovoltaic CellsOptical DiscsParticulars

Units of Measure

Installed Capacity

Production Qty

Turnover Qty

Raw Material and Packing Material Consumed

Qty.(Unit) Value (Rs.) Qty.(Unit) Value (Rs.)

OPTICAL DISC UNITPolycarbonate Kgs 978520 134732536 1344500 176807444

Dye Kgs 36 2796761 57 5791473

Stampers Pcs 64 852761 70 1030391

UV Curing Coating Kgs 11820 4302923 16120 5190984

Dibutylether (DBE) Kgs 4050 691190 6160 1148623Printing Inks Kgs 8815 2730149 9439 2856200Other Raw Materials 12447007 26995124

Consumables 4511286 8358590


Total 170387034 234934852

Material Description Units ofMeasure

As at March 31, 2012 As at March 31, 2011



54

Value (Rs.) % Value (Rs.) %

OPTICAL DISC UNIT

Imported 149278963 87.61% 194324215 82.71%

Indigenous 21108071 12.39% 40610637 17.29%

170387034 100.00% 234934852 100.00%

SOLAR PHOTOVOLTAIC CELLS UNIT

Imported 182738859 96.39% 548038127 93.77%

Indigenous 6834495 3.61% 36413188 6.23%

189573354 100.00% 584451315 100.00%

Total 359960388 100.00% 819386168 100.00%

As at March 31, 2011As at March 31, 2012Material Description

Note:- Quantitative particulars in respect of opening, Closing stock, turnover of Other Raw Materials, Packing Materials and Consumables could not be furnished on account of diverse nature of goods

Value of Imported and Indigenous Raw Materials, Stores Consumables, Packing & Spares consumed and percentage thereof to the total consumption:

Closing StockQty Value (Rs.) Qty

OPTICAL DISC UNIT

Finished Goods Nos 1959366 12275785 2359266Semi Finished Goods Nos 305 3789 1625Work in Progress 8727029Scrap 250687

21257290


Finished Goods Watts 515266 12580978 739397

Work in Progress 235059

Scrap 296797

13112834

34370124


Value (Rs.)

1485511124508

13936004

308267

29123889

40171814

21118138

10493447

71783399

100907288

9 Value of Imports On CIF BasisRaw Materials 136604132

Capital Goods 8102839

Trading Goods 135731381

Others -

Total 280438352

10 Expenditure in Foreign Currency

On Interest 3797532

Others 9095139

Total 12892670

685313458

33820838-

68385737

787520033

7220403

2600928

9821332

Qty.(Unit) Value (Rs.) Qty.(Unit) Value (Rs.)Material Description Units of

Measure


Total 189573354 584451315


Silicon Wafers Nos 850033 143325605 3265888 476153717

Silver Paste Kgs 628 35522998 1376 55131546

Aluminium Paste Kgs 1408 3890256 5608 16752865

Others 6834495 36413188

Units ofMeasure



55

11 Earnings In Foreign Exchange

Exports Of Goods On F.O.B Basis 11906617

12 1610184

13 -

14 Disclosure Regarding Small Scale Industries

Nil

Amount of Interest Capitalised during the year as per

AS 16 ‘Borrowing Cost'

Details of Interest paid on Unsecured Loans to

Managing Director

333448290

1746564

32882366

Nil

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

The company has not received any intimations from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said act have not been given.

EURO MULTIVISION LIMITEDRegd. Off.:

FORM OF PROXY

Folio No. ……………DP ID No. …………….Client ID No. …………. No. of Shares ………………

I/We……….................................……………………………………………………………………………………………… of………………………………….................................................………………………………………………………………………………………………………….... being a Member / Members of EURO MULTIVISION LIMITED hereby appoint …………….....…………......................................….… of …….......................……………………….......……. or failing him …………….....…………......................................….… of …….......................……………………….......……. as my/our

TH/proxy to vote for me/us, on my /our behalf of at the 8 ANNUAL GENERAL MEETING of the Company, to be held on th the 2 day of September, 2012 at 12.30 p.m. at

and at any adjournment thereof.

Signed: ________ day of ______________ 2012

209, Sangam Arcade, Vallabhbhai Road, Opp. Railway Station, Vile Parle (West), Mumbai-400056

Thursday 7 Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai 400095

EURO MULTIVISION LIMITEDRegd. Off.: 209, Sangam Arcade, Vallabhbhai Road, Opp. Railway Station, Vile Parle (West), Mumbai-400056

ATTENDANCE SLIP(To be completed and presented at the Entrance)

TH8 ANNUAL GENERAL MEETING 27TH SEPTEMBER, 2012

thI hereby record my presence at the 8 Annual General Meeting of the Company held at th, on 27 September 2012 at 12.30 p.m.

Folio No. ………....................………. DP ID No. ………....................…….…. Client ID No. ……….....................……….

Name …………..................................…………………………………………………………………………………………….

Member / Proxy …………………………………………....………………………………………………………………………

Signature ………………………………………………………..

NOTES:

a) The form should be signed across the stamp as per specimen signature registered with the Company.

b) The Companies Act, 1956, lays down that the instrument appointing a proxy shall be deposited at the Registered Office of the Company not less than FORTY-EIGHTY HOURS before the time fixed for holding the meeting.

c) A proxy need not be a member.

Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai 400095 Thursday

Affix

Revenue

Stamp

Documents

Euro Multivision Annual Report 6 9 2012 color · September 27, 2012 at 12.30 p.m. to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited