13 2016-2017...the e-mail id provided shall be updated subject to successful verificationof their...

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2016-2017

Annual Report 2016-17EURO MULTIVISION LIMITED

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CHIEF FINANCIAL OFFICERMr. Rajababu Kalla

COMPLIANCE OFFICER Mr. Sunil Nemani

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

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

BANKERSState Bank of IndiaThe Cosmos Co-op Bank Ltd

REGISTERED OFFICE F12, Ground Floor,Sangam Arcade, Vallabhbhai Road, Vile Parle (West),Mumbai – 400 056Tel: 022-40364036Fax: 022-40364037Email- [email protected]: www.euromultivision.com

REGISTRAR & SHARE TRANSFER AGENT M/s. Link Intime India Private LimitedC-101, 247 Park, L.B.S. Marg, Vikhroli(West), Mumbai,400083Tel: 022 - 49186270Fax: 022 - 49186060Email- [email protected]: www.linkintime.co.in

CORPORATE INFORMATION

INDEX

Notice for calling Annual General Meeting .......................................................................................................................... 02

Management Discussion and Analysis ................................................................................................................................ 09

Boards’ Report ..................................................................................................................................................................... 13

Report on Corporate Governance ....................................................................................................................................... 40

Auditors’ Report on Financial Statements ........................................................................................................................... 55

Audited Financial Statements .............................................................................................................................................. 62

BOARD OF DIRECTORS

Mr. Hitesh Shah Chairman and Whole-time Director

Mr. Margen GadaIndependent Director(w.e.f. September 30, 2016)

Mr. Navin NanduIndependent Director(w.e.f. September 30, 2016)

Mrs. Lata MehtaIndependent Director(w.e.f. September 30, 2016)

Mrs. Forum ShahNon Independent Director(Upto September 30, 2016)

Mr. Anish ShahIndependent Director(Upto September 30, 2016)

Mr. Hansraj GalaIndependent Director(Upto September 30, 2016)

Mr. Sanjay Nandu Independent Director(Upto September 30, 2016)

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

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


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EURO MULTIVISION LIMITEDCIN: L32300MH2004PLC145995

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

Phone: +91-22-4036 4036; Fax: +91-22-4036 4037E-mail: [email protected]; Website: www.euromultivision.com

NOTICE

NOTICE is hereby given that the 13th Annual General Meeting of the members of Euro Multivision Limited will be held on Friday, the 29th day of September 2017 at 12.00 p.m. at Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle (East), Mumbai 400 057 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements for the year ended 31st March, 2017 together with the Reports of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Hitesh Shah (DIN: 00043059), Whole-time Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

3. RatificationofappointmentofStatutoryAuditors:

Toconsiderandifthoughtfit,topassthefollowingresolutionasan Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, and the resolution passed by the members at the 10th Annual General Meeting (AGM) held on 30th September, 2014 for appointment of M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), asStatutoryAuditorsoftheCompanytoholdofficefromconclusionof10th AGM till the conclusion of the 15th AGM to beheldforthefinancialyearending31st March, 2019, the consent of the members be and hereby accorded to ratify theappointmentofM/s.DeepakMaru&Co.,CharteredAccountants,Mumbaitoholdofficefromconclusionof13th AGM till the conclusion of the 14thAGMandtheBoardofDirectorsoftheCompanybeandisherebyauthorisedtofixtheAuditor’sremunerationpayableforthefinancialyearending31st March, 2018 in consultation with the auditors.”

SPECIAL BUSINESS:

4. Approval of Related Party Transaction:

Toconsiderandifthoughtfit,topassthefollowingresolutionasanOrdinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, the consent of the members of the Company be and is hereby accorded to enter into related party transaction for loan taken from the director of the Company as per the details mentioned herein below:

Name of the Related Party Nature of transactions Approximate Value of Transaction (Amount in Rs.)

1st October, 2016 to 30th

September, 2017

1st October 2017 to 31st March, 2018

2018-19

Mr. Hitesh Shah Chairman & Whole-Time Director

Loan to Company 7,91,27,000/- 5,00,00,000/- 10,00,00,000/-


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RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby, authorized to do or cause to be done all such acts, matters, deeds and things as may be required to carry on the purpose of the aforesaid resolution”.

By Order of the Board of DirectorsFor Euro Multivision Limited

Hitesh ShahPlace: Mumbai Chairman & Whole Time DirectorDate : 25th August, 2017 DIN: 00043059

NOTES:

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

2. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Special Business is annexed hereto and forms part of the Notice.

3. Members/ProxiesarerequestedtobringdulyfilledinAttendanceslipalongwiththeAnnualReportattheAnnualGeneralMeeting(AGM).CorporatemembersarerequestedtosenddulycertifiedcopyoftheBoardResolutionpursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote at the AGM (including through e-voting) or any adjournment thereof.

4. Brief resume of Directors proposed to be re-appointed at the ensuing AGM in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is annexed to the Notice. The Company is in receipt of relevant disclosures from the Director pertaining to his re-appointment.

5. The Register of Directors’ and Key Managerial Personnel and their Shareholding maintained under Section 170 and the Register of Contracts or Arrangement in which Directors are interested maintained under Section 189 of the Companies Act, 2013 will be open for inspection by the members during the AGM.

6. Pursuant to the provisions of Section 91 of the Companies Act, 2013, Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 23rd September, 2017, to Friday, 29th September, 2017 (both days inclusive).

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

8. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID for easier identificationofattendanceat themeeting. Incaseof jointholdersattending themeeting, the jointholderwithhighest, in order of names will be entitled to vote.

9. Members are requested to forward all share transfers and other communications, correspondence to the Registrar and Transfer Agent (RTA) of the Company at M/s. Link Intime India Private Limited, at 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083 and members are further requested to always quote their Folio Number in all correspondences with the Company.


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10.MembersdesirousofgettinganyinformationonthefinancialsandoperationsoftheCompanyarerequestedtoaddresstheirqueriestotheComplianceOfficeroftheCompanyattheregisteredofficeoftheCompanyatleasttendays in advance of the AGM to enable the Company to provide the required information.

11. Members having multiple folios in identical names or in joint names in the same order are requested to write to RTA oftheCompany,M/s.LinkIntimeIndiaPrivateLimitedenclosingtheirsharecertificate(s)toenabletheCompanyfor consolidation of all such shareholding into one folio to facilitate better services.

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

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

14. Non Resident Indian members are requested to inform the RTA of the Company immediately of any change in their residential status on return to India for permanent settlement, their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code, IFSC and MICR Code, as applicable if such details were not furnished earlier.

15. To comply with the provision of Section 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014, the Company is required to update its database by incorporating some additional details of its members in its records.

Members are thus requested to kindly submit their e-mail ID and other details vide the e-mail updation form attached inthisAnnualReport.Thesamecouldbedonebyfillingupandsigningattheappropriateplaceinthesaidformandby returning this letter by post.

Thee-mailIDprovidedshallbeupdatedsubjecttosuccessfulverificationoftheirsignaturesasperrecordavailablewith the RTA of the Company.

16. The Notice of the 13th AGM and instructions for e-voting along with Attendance Slip and Proxy Form are being sent by electronic mode to all members whose e-mail address are registered with the Company/Depository Participant(s) unless member has requested for hard copy of the same. For members who have not registered their e-mail address, physical copies of the aforesaid documents are being sent by permitted mode.

17. Route Map for the venue of the 13th AGM of the Company is appearing at the end of the Annual Report and is also uploaded on the website of the Company, i.e. www.euromultivision.com.

18. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the ICSI, the Company is pleased to provide e-voting facility to its members to cast their votes electronically on all the resolutions set forth in the Notice convening the 13th AGM of the Company to be held on Friday, 29th September, 2017. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.

The facility of voting, through polling papers shall also be made available at the venue of the 13th AGM. The members who have already cast their votes through e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM. The E-voting is optional.


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The Company has appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as the Scrutinizer for conducting the e-voting and poll process at the AGM in a fair and transparent manner.

TheCompanyhasfixedFriday,22nd September, 2017 as the ‘Cut-off Date’. The e-voting /voting rights of the shareholders/beneficialownersshallbereckonedontheequitysharesheldbythemasontheCut-offDatei.e.Friday, 22nd September, 2017 only.

The e-voting period will commence on Tuesday, 26th September, 2017 (09:00 am) and ends on Thursday 28th September, 2016 (05:00 pm). During e-voting period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 22nd September, 2016, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting after 05.00 pm on 28th September, 2017. Once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently.

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

i. The members should log on to the e-voting website www.evotingindia.com.

ii. Click on “Shareholders” to cast votes.

iii. Now Enter User ID

• ForCDSL:16digitsbeneficiaryID,

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

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

iv. NextentertheImageVerificationasdisplayedandClickonLogin.

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

vi. Ifanymembersisafirsttimeuserfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If the details are not recorded with the depository or company please enter the member’sDP ID /Client ID /Folionumber in theDividendBankdetailsfieldasmentioned in instruction (iii) above

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

viii. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorilychangetheirpasswordinthenewpasswordfield.Kindlynotethatthispasswordistobealsousedbythe demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with anyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.


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

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

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

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

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

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

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

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

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

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

xix. Note for Non – Individual Shareholders and Custodians:

* Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

* A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

* After receiving the login details, a Compliance user should be created using the admin login and password. The Compliance User would be able to link the account(s) which they wish to vote on.

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

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

(B) General:

i. In case of any queries regarding e-voting you may refer to the Frequently Asked Questions (‘FAQs’) and e-voting manual available at www.evotingindia.com under ‘HELP’ or write an email to [email protected].

ii. The voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of Friday, 22nd September, 2017.

iii. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Friday, 22nd September, 2017, may obtain the login ID and password by sending a request at [email protected].


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

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

vi. The facility of voting through polling papers shall also be made available at the venue of the 13th AGM for all those members who are present at the AGM but have not cast their votes by availing the e- voting facility.

vii. Aperson,whosenameisrecordedintheregisterofmembersorintheregisterofbeneficialownersmaintainedbythe depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through poll paper.

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

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

x. TheScrutinizershallaftertheconclusionofvotingattheAGM,willfirstcountthevotescastatthemeetingandthereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit, not later than 48 hours of the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

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

In pursuance of the Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2) issued by The Institute of Company Secretaries of India (ICSI) details of Director seeking re-appointment at the 13th Annual General Meeting are as follows:

Name Mr. Hitesh Shah

Designation Chairman & Whole-time Director

DIN 00043059

Date of Birth/ Age 10th April, 1978 (39 years)

Nationality Indian

Date of appointment on the Board 18th July, 2016

Qualifications HSC

Expertise and Experience in functional area He has vast experience in Finance and Budgeting

Number of shares held in the Company 296634

Directorships held in other Companies Nil

Chairman/Member of the Committees of other Companies

Nil

Relationship with existing Directors and Key Managerial Personnel of the company

Not Related

Number of Board Meeting attended during 2016-17 Six

Terms and Conditions of appointment or re-appointment and remuneration sought to be paid or last drawn

There is no change in terms of appointment including remuneration.


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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013ITEM NO. 4 OF THE ACCOMPANYING NOTICE:

In view of the nature of business and to meet the working capital requirements, the Company avails loan from Mr. Hitesh Shah, Chairman & Whole-time Director of the Company.

Mr. Hitesh Shah, Chairman & Whole Time Director of the Company is a related party pursuant to the applicable provisions of Accounting Standards issued by Institute of Chartered Accountants of India and SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, (‘Listing Regulations’) and the said transaction with him is entered in ordinary course of business and being material in nature transaction shall require approval of the shareholders of the Company pursuant to Regulation 23 of Listing Regulations.

The brief details of the related party transaction are mentioned hereunder:

(1) Name of the Related Party : Mr. Hitesh Shah(2) Nature of Relationship : Chairman & Whole time Director(3) Nature, material terms, monetary value and

particulars of the contract or arrangement : Loan given to the Company.(4) Monetary Value :

Approximate Value of Transaction (Amount in Rs.)

1st October, 2016 (*) to 30th September, 2017

1st October, 2017 to 31st March, 2018

2018-19

7,91,27,000/- 5,00,00,000/- 10,00,00,000/-

(*) The above proposal were approved by the Audit Committee and is recommended by the Board of Directors to the unrelated shareholders of the Company for their approval.

AsperprovisionsofRegulation23ofListingRegulation,allentitiesfallingunderthedefinitionofrelatedpartiesshall abstain from voting irrespective of whether the entity is a party to the particular transaction or not. Accordingly, all related parties of the Company will not vote on this resolution.

The Board recommends the Ordinary Resolution as set out at Item No.4 of the Notice of 13th AGM of the Company for member’s approval.

Except Mr. Hitesh Shah , no other director or Key Managerial Personnel or their relatives, is concerned or interested, financiallyorotherwise,inthisresolution.


Hitesh ShahPlace : Mumbai Chairman & Whole Time DirectorDate : 25th August, 2017 DIN: 00043059


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MANAGEMENT DISCUSSION AND ANALYSISOVERVIEW

The New Government has taken several initiatives to reach its ambitious target of 100 GW of Solar Installation by 2022. The Government at same time has taken lead to support the local manufacturer by creating separate window of Domestic Content Requirement (DCR) wherein the Solar Power Installation should have locally produced solar modules and solar cells. This has created the hope for Euro Multivision Limited. This has changed the near future outlook for the local manufacturers like us, and we expect that that coming year will see activities in our Solar Plant. However, the Optical Discs business is downsizing because of market shrinkage.

BUSINESS OUTLOOK

PHOTOVOLTAIC & CELLS BUSINESS

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

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

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

Rooftops and microgrids have also taken off across the Globe and more particularly in the developing countries, wherepoweraccessibilityispoorandgridtransmissionisissuebecauseofdifficultgeographicalterrain.Africaandother areas with large, remote mining industries also are attracting solar as an off grid form of power to pair with diesel or help shore up an unstable grid connection.

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


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So, capital inflow has become visible for well-put-together projects globally, whether from public markets or institutional investors. This when added to the continuing reductions in the costs of solar technologies, the continueddrivetowardselectrificationofdevelopingcountriesandunderlyingdemandforcleantechnologiesbyconsumers, we see a trend towards continuing solar projects in emerging regions such as Africa, India and in the AsiaPacific.

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

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

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

PV as Policy Driven Market

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

Theintroduction,modification,orphasingoutofnationalsupportschemeswhichheavilyimpactdevelopmentofPV markets and industries in these countries. Indeed, declining political support for PV has led to reduced markets in several European countries (Germany, Italy, Belgium, France and Spain for instance) while the implementation of new feed-in tariff policies has led to a dramatic increase of the markets in other countries (such as China and Japan)

PV in the Electricity Mix

Solar, in all its forms, accounts for less than 1% of today’s global energy mix. However, its exponential growth should ensure it plays a vital role in the future energy mix. Right now, the share of solar (photovoltaic and solar thermal)infinalenergyconsumptionistiny.Solarheatandpowerprovidejust87millionofthemorethan12billiontons of oil equivalent (toe) consumed worldwide, making up 0.7% of the global energy mix. Fossil fuels dominate, representing 78% of the energy mix. Looking at electricity alone, photovoltaic solar accounts for a mere 0.5% of the world’s electricity output. Nevertheless, the extremely rapid growth of installed solar capacity has convinced most analysts that this share will increase spectacularly in the future. From 2020, photovoltaic energy could cover 2.2% of power generation worldwide, and could increase to 30% in the second half of the century.

OPTICAL DISCS BUSINESS

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


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This overall decline in optical disks distribution is the result of fast and convenient on-line distribution Many consumerswithbroadbandinternetaccessfindobtainingcontenton-linemuchmoreconvenientthanpurchasingphysical media. This is due to the continual decrease in the costs of on-line bandwidth, improvements in content compression, the proliferation of mobile viewing devices with smaller screens (and thus lower resolution requirements) as well as increased levels of cloud storage to support download and streaming markets.

CD-RdiscsalescontinuedtobebelowglobalvolumeofDVDdiscsin2013.Revenueswereinfluencedbydecliningvolume, with average unit pricing stabilizing, It is now estimated that there is 40% more supply than demand for CD-R discs. Manufacturers continue to adjust production, and much of this excess capacity is not operational. It is expected that manufacturers will continue to decrease CD-R capacity, hoping to keep supply at levels that will assureprofitability.TaiwandominatesmanufacturingforCD-Rdiscs,nowrepresenting66%ofglobalcapacity.

Discvolume is influencedby the installedbaseofopticalwriters thatburnCDs.This includesCDwriters,CDCombo drives, DVD writers, and some of the BD writers.

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

Industry Profitability:

The optical storage media industry is a commodity business with very low switching costs for consumers. This creates intense competition in the industry, which dramatically drives down prices and, therefore, operating margins.Thenetprofitmargininthisindustryis8.6%,butthenetoperatingmarginis2-3%howeverthismarginisachievable only if the economies of scale and volume is reached and the manufacturing facility are run at installed capacity.

Many suppliers are available in India, Taiwan, and other parts of Asia because the barriers to entry in the

manufacturing business are very low. As of 2004, about 77% of the CD-R optical storage manufacturing industry was located in Asia (39%) and Taiwan (38%), with only 3% in the United States. Additionally, 75% of the world’s DVDs are manufactured in Taiwan, 15% in Japan, and 8% in Asia. The multitudes of suppliers compete with each other on cost and quality, and, therefore, exert low bargaining power on the companies buying from them. However, there are some risks to outsourcing, as off-shore manufacturers may be able to forward-integrate and directly sell these optical storage products (CDs and DVDs) that are towards the end of their lifecycles in markets that are not currently dominated by other prominent players.

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

RISKS, OPPORTUNITIES AND THREATS

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

• Technology Risks

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


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We have a developmental plan in place, which is oriented towards improvements in the existing processes and product capabilities by in house team and deployment of external technological advancements.

• Forex Risks

Through its nature of business, the company operates in several currencies. Volatility in currency markets can adversely affect the outcome of commercial transactions and cause uncertainties. We have foreign exchange policiesinplacetoprotectthemarginsagainstrapidandsignificantforeignexchangemovements.

• Risks pertaining to legal actions by the Banks

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

Threats

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

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


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BOARD’S REPORTToThe Members,Euro Multivision Limited

Your Directors present the Thirteenth (13th) Annual Report of the Company together with the Audited Financial Statementsforthefinancialyearended31st March, 2017.

FINANCIAL HIGHLIGHTS: (Rs.In Lakhs)

Particulars Year Ended 31st March, 2017

Year Ended 31st March, 2016

Revenue from operations 2156.14 2408.78Other Income 23.83 84.11Total Income 2394.39 2492.89Less: Total Expenditure 2140.54 2510.11Earnings Before Interest, Depreciation and Tax 253.85 (17.22)Less:Interestandotherfinanceexpenses 39.50 4698.67Less: Depreciation & Amortization 1396.05 1409.05Less: Exceptional Items - -Profit/(Loss) Before Tax (1181.69) (6124.94)Less: Provision of Tax - -Net Profit/(Loss) After Tax (1181.69) (6124.94)Add: Transitional Adjustments to Carrying Value of Tangible Assets whose revised useful life has expired

- -

Add: Balance Brought forward from the previous year (34991.06) (28866.11)Balance Carried forward to Balance Sheet (36172.75) (34991.06)

FINANCIAL REVIEW:

The turnover of the Company for the year ended 31st March, 2017, decreased by 10.48% and stood at Rs.2156.14 Lakhs as against Rs.2408.78 Lakhs in the previous year. During the year under review, your Company recorded total income of Rs.2394.39 Lakhs as against Rs.2492.89 Lakhs in the previous year. The year under review was adversely affected due to stressed working capital and liquidity crunch thereby affecting the earning capacity of the Company. However, during the year, the company has incurred loss of Rs.1181.69 Lakhs as against loss ofRs.6124.94Lakhs in thepreviousyear.TheCompanyhasnotprovidedfor interestonfinancingfacilitiesfrom secured lenders-banks, amounting to Rs.5309.26 Lakhs, for the year ended 31st March 2017. Had the same been accounted for; the net loss (after tax), would have been increased by Rs.5309.26 Lakhs for the year ended 31st March 2017. Hence, the resultant turnover and income for the year under review was lower than that expected by the management.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The products in which the Company is dealing, is facing cut throat competition. The supply pressure in the market is leading to the buyers’ market and price erosion. At the same time, the costs have


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increasedduetoinflationintheeconomyanddevaluationofRupeeagainsttheforeigncurrencies.Duetothis,thecompanyiscurrentlyfacingliquiditymismatchwhereinitisnotgeneratingenoughcashflowstomeetitsdebt obligations on time. Further there is huge dumping of the products from China and other Countries which has resulted in the stiff competition and price reduction which has resulted in lower capacity utilisation.

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

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

FUTURE PROSPECTS:

JNNSM guidelines stipulate that the certain grid connected Solar PV plants in India needs to install the Indian made Solar Modules which should contain Indian made Solar Cells. This will create the market for Indian Solar Cell Manufacturers to market their products. Your Company also envisages the huge potential of business opportunity going ahead. However, at the same time the challenges in the form of adequate working capital, supplyofproductsofprevalentqualityandproductefficiencyneedstobeaddressedbyalltheIndianplayers.Theindustrybeingsuchthatthetechnologyandproductefficiencyupgadationisatafasterpace.HenceyourCompany needs to be at par with international standard of product quality in order to remain competitive in the Market.

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

REFERENCE TO BIFR:

TheCompanyon thebasisofauditedaccounts for thefinancialyearended31stMarch2012hadfiled thereference under section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 before the Hon’ble Board for Industrial and Financial Reconstruction (BIFR). The above reference had been duly registered by theLearnedRegistrar ofHon’bleBIFR.However,Ministry ofFinance, videnotificationdatedNovember25, 2016 has repealed the Sick Industrial (Special Provisions) Act 1985 (SICA) with effect from 1st December, 2016. Accordingly, BIFR Board was dissolved from that date and National Company Law Tribunal (NCLT) was constituted under the Companies Act 2013, under the provisions of The Insolvency and Bankruptcy Act 2016.

SHARE CAPITAL:

There was no change in share capital of the Company during the year 2016-17. The paid up equity share capital of your Company as on 31st March, 2017 is Rs. 23,80,00,490/- (Rupees Twenty-Three Crore Eighty Lakh Four Hundred Ninety only) divided into 2,38,00,049 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited(BSE).TheCompanyhaspaidtherequisitelistingfeestothesaidStockExchangesforthefinancialyear 2016-17.


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DIVIDEND:

Inviewoflossesduringtheyearunderreview,yourDirectorsdonotrecommendanydividendforthefinancialyear 2016-2017.

PUBLIC DEPOSITS:

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

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary and Associates Company neither any Joint Venture during thefinancialyear2016-17.

EXTRACT OF ANNUAL RETURN:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Hitesh Shah, Chairman & Whole time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being offered herself for re-appointment.

Mr. Margen Gada, Mr. Navin Nandu and Mrs. Lata Mehta were appointed as the Independent Directors of the Company by the members in the 12thAGMheldonSeptember30,2016,foraperiodof5(five)yearswitheffectfrom conclusion of 12thAnnualGeneralMeetingoftheCompany,toholdofficeassuchuptoSeptember29,2021.

Mrs. Forum Shah, Non – Independent Director, Mr. Anish Shah, Mr. Hansraj Gala and Mr. Sanjay Nandu, Independent Directors of the Company vacated their respective positions as such pursuant to the provisions of Section 167(1)(a) read with Section 164(2)(b) of the Companies Act, 2013, with effect from conclusion of 12th Annual General Meeting (AGM) of the Company held on 30th September, 2016.

Pursuant Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) and Secretarial Standards (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed to be re-appointed in the ensuing Annual General Meeting are provided in Notice of 13th Annual General Meeting of the Company.

Your Board recommends the appointment of the above Director for the approval of the Members at the 13th

Annual General Meeting of the Company.

TheCompanyhasreceiveddeclarationfromalltheIndependentDirectorsoftheCompanyconfirmingthattheymeet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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


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2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyattheendofthefinancialyear31stMarch,2017andofthelossofthecompanyforthatperiod;

3. theDirectorshavetakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsinaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

5. theDirectorshavelaiddowninternalfinancialcontrolstobefollowedbythecompanyandthatsuchinternalfinancialcontrolsareadequateandwereoperatingeffectively;and

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

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategies apart from other business of the Board.

During the year under review, the Board met 8 (eight) times. The details of the meetings of Board of Directors and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

In terms of applicable provisions read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17 of Listing Regulations read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis.

Pursuant to the provisions of the Companies Act, 2013, and Listing Regulations, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board have from each of them. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.

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


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COMMITTEES OF THE BOARD:

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

a. Audit Committee

b. Stakeholders’ Relationship Committee

c. Nomination and Remuneration Committee

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

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing andaccountingmatters. It also supervises theCompany’s internal control and financialreporting process.

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. The Composition of the Audit Committee is also given in the Report on Corporate Governance which is annexed to this report.

STATUTORY AUDITORS:

M/s. Deepak Maru & Co., Chartered Accountants, Mumbai (FRN: 115678W), were appointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on 30th September, 2014 for a term of fiveconsecutiveyears.AspertheprovisionsofSection139oftheCompaniesAct,2013,theappointmentofAuditorsisrequiredtoberatifiedbyMembersateveryAnnualGeneralMeeting.

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

AUDITORS’ REPORT:

With reference to the observations made by the Statutory Auditors in their Report on the Audited Financial Statements for the year ended 31st March, 2017 your Directors would like to reply as under:

1. The attention is invited to the note no.3, of the financial statements, towards the fact that the Company’s financing facilities/arrangements including Term Loans, Working Capital Facilities and Non Fund Based Credit Facilities have expired and the accounts with the Banks have turned into Non Performing Assets since more than 5 years.

The Company is unable to renegotiate, restructure or obtain replacement of financing arrangements and the banks have initiated legal proceedings for the recovery from the Company u/s 19 of the Debt Recovery Tribunal (DRT) and u/s 13(2) of the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest (SARFAESI) Act, 2002. In addition to this, the Company has been continuously incurring substantial losses since past few years and as on March 31, 2017, the Company’s current liabilities exceed its current assets by Rs.38,575.71 lakhs. Further, the networth of the Company has fully eroded and the Company had filed for registration u/s. 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon’ble Board for Industrial & Financial Reconstruction.


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

Considering the changes and new developments taking place in the solar industry, the management is optimistic about the better opportunity and turnaround of the Company.

2. The Company has not provided for interest on financing facilities from secured lenders-banks, amounting to Rs.5309.26 lakhs, for the year ended 31st March 2017. Had the same been accounted for; the net loss (after tax), would have been increased by Rs.5309.26 lakhs for the year ended 31st March 2017.

TheCompanyhasbeencontinuouslystrivingtosettleandnegotiateitsfinancialarrangementswithvariouslenders. The Company has from time and again approached the lenders with proposal of one-time settlement and is of the view that the same shall be concluded successfully in near future.

3. Attention is also drawn to the fact that the Company has not provided for impairment or diminishing value of its assets/investment as per ‘Accounting Standard 28 – Accounting for Impairment of Assets’ as notified under the Companies (Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the management and hence the same is not ascertainable.

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

4. We draw attention to the fact that financial statements are subject to receipt of confirmation of balances from all of the debtors, loans & advances, investments, banks, sundry creditors and other liabilities. Pending receipt of confirmation of these balances and consequential reconciliations / adjustments, if any, the resultant impact on the financial statements is not ascertainable.

Few confirmations were received but some of them were not made available

5. We draw attention to the facts that the non-ascertainment of complete particulars of dues to Micro, Small and Medium enterprises, if any under MSMED Act, 2006, and provisions towards interest, if any, is not ascertained at this stage which is not in conformity with para14 of Accounting Standard 29-‘Provision, Contingent Liabilities and Contingent Assets.

In view of the management, the impact will not be material.

During the year under review, the Auditor had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

INTERNAL AUDIT:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, on recommendation of Audit Committee M/s. Kavish Shah & Co. Chartered Accountants, Mumbai, were appointedasitsInternalAuditorforthefinancialyear2016-17.TheInternalAuditorshavegiventheirreportonperiodical basis to the Audit Committee.


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Based on the report of internal audit, the management takes corrective action in respective areas observed and thereby strengthen the controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2016-17.

The Report of the Secretarial Auditor is appended to this Report as (Annexure II).

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

a) as required under section 203 of the Act the company is yet to appoint a Company Secretary and the company is not in compliance with Regulation 6 of LODR which requires Company Secretary to be appointed as Compliance Officer;

The Company is in process of appointment of Whole time Company Secretary. The Company has also given advertisement in newspaper for the vacancy, however still suitable candidate is awaited.

b) the company has not complied with the provisions of Section 133 of the Act pertaining to Accounting Standards (AS-28) w.r.t Accounting for Impairment of Assets and Accounting Standards (AS-29) Provisions, Contingent Liabilities and Contingent Assets, the brief particulars of which are stated in the Statutory Auditor’s Report in “point no c & e” under the heading Basis for Qualified opinion;

The Company has made the provisions for diminution in the value of its investments/assets wherever required in compliance of AS-28. Management has a policy to maintain the assets and keep them in working condition, so that its value does not get affected in long run. The management is optimistic about realizing the value of its Assets / Investments nearest to its carrying value, and there is no further diminution in the value of its assets/investment other than depreciation / amortization and provided for.

c) in respect of outstanding deposits as at 31st March 2016, the company was required to file Forms DPT-3 latest by 30th June,2016 which is not filed;

d) there has been a delay of 1 month in transferring the Share Application Money amounting to Rs.54,720 pertaining to financial year 2009-10 into Investor Education and Protection Fund;

The non-compliance in regards to para no. (c) and (d) are unintentional and in absence of Whole time Company Secretary, the compliances were missed out inadvertently.

e) the entire Board which continued till 30th September, 2016 was incurred with the disqualification in terms of the provisions of Sec 164(2)(b) of the Act, also the vacation of the Board that took place on 30th September, 2016 was not in accordance with the provisions of Act; further due to which the composition of mandatory committees of Board was also not in accordance with the respective provisions of the Act;

i. pursuant to our observation at “e” above the Company is not in compliance with Regulation 17(1), 18(1) & 19(1) of LODR; and

ii. the Composition of the Board and mandatory committees mentioned in Corporate Governance Report submitted to the Stock Exchanges for the Quarter ended June 30, 2016 does not reflect the correct position, due to our observation mentioned in the sub-para “i” above.


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Your Company has obtained a legal opinion after the receipt of Secretarial Audit Report dated August 12, 2016 fortheyearendedMarch31,2016,toconfirm,whethertheDirectorsaredisqualifiedunderSection164(2)(b)of the Companies Act, 2013.

LegalopinionstatedthattheexistingDirectorsoftheCompanyaredisqualifiedunderSection164(2)(b)oftheCompanies Act, 2013.

After detail discussion on the basis of the legal opinion, the Board Members decided to appoint new Directors on the Board of the Company as well as re-constitute the Committees of the Board as per applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The members at the 12th Annual General Meeting held on September 30, 2016 appointed Mr. Hitesh Shah as Whole Time Director of the Company and Mr. Navin Nandu, Mr. Margen Gada and Mrs. Lata Mehta as Independent Director of the Company. Further all the Committees were re-constituted as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.The existingdisqualifiedDirectorsvacatedfromthepositionofdirectorshipoftheCompanypursuanttotheprovisionsof Section 167(1)(a) read with Section 164(2)(b) of the Companies Act, 2013, with effect from conclusion of 12th Annual General Meeting (AGM) of the Company held on September 30, 2016.

VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in accordance with Section 177 of the Companies Act, 2013. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The detail of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also available on the website of the Company at http://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf. Weaffirm that during the financial year 2016-17, no employee orDirectorwas denied access to theAuditCommittee.

PARTICULARS OF REMUNERATION:

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

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

INTERNAL FINANCIAL CONTROL:

TheBoardhasadoptedthepoliciesandproceduresforensuringtheorderlyandefficientconductofitsbusiness,including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors,theaccuracyandcompletenessoftheaccountingrecords,andtimelypreparationofreliablefinancialdisclosures.

TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany, itscompliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Controls.

RISKS AND AREAS OF CONCERN:

TheCompanyhaslaiddownawell-definedRiskManagementPolicycoveringtheriskmapping,trendanalysis,risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,


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evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risk and suggeststepstobetakentocontrolandmitigatethesamethroughaproperlydefinedframework.

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

All Related Party Transactions entered during the year under review were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the year under review by your Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantees or investments made by your Company under Section 186 of the Companies Act,2013duringthefinancialyear2016-2017aregivenintheNotestoFinancialStatementsprovidedinthisAnnual Report.

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

Therewasnosignificantormaterialorderpassedbyanyregulatororcourtortribunal,whichimpactsthegoingconcern status of the Company or will have bearing on company’s operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

NomaterialchangesandcommitmentsaffectingthefinancialpositionoftheCompanyoccurredbetweentheendofthefinancialyear2016-17towhichthisfinancialstatementrelatesandthedateofthisreport.

REPORT ON CORPORATE GOVERNANCE:

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

a. Management Discussion and Analysis

b. Report on Corporate Governance.

c. Declaration on Compliance with Code of Conduct

d. Auditors’CertificateregardingcompliancewithconditionsofCorporateGovernance

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

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

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

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, read along with Rule 8 of the Companies (Accounts) Rules are given in Annexure IV.


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DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

APPRECIATION:

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

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




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Annexures to Boards’ Report

Annexure IEXTRACT OF ANNUAL RETURN

Form No. MGT-9Extract of Annual Return

(As on the financial year ended on 31st March, 2017)

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

I. REGISTRATION AND OTHER DETAILS:

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

4. Category/Sub-Category of the Company

Non-Government Company limited by shares

5. Address of the Registered office and contact details

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

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

M/s. Link Intime India Private LimitedC-101, 247 Park, L.B.S. Marg, Vikhroli(West), Mumbai,400083Tel: 022 - 49186270Fax: 022 - 49186060Email- [email protected]: www.linkintime.co.in

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

Sr. No.

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

% to total turnover of the company

1. Manufacture & Trading of Solar Photovoltaic Cells 3880 99.74

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company

CIN/GLN Holding/Subsidiary/ Associate

% of shares

Applicable Section

N.A.


24

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding.

Category of Shareholders

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

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total

Shares

A. Promoters

1. Indian

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

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

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

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

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

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

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

2. Foreign

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

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

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

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

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

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

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

11230439 - 11230439 47.19 11230439 - 11230439 47.19 -

B. Public Shareholding

1. Institutions

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

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

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

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

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

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

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

h) Foreign Venture Capital Fund

- - - - - - - - -

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

a) Foregin Portfolio Investor

- - - - - - - - -

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

a. Sub- Total –B(1) - - - - - - - - -


25

Category of shareholders

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

yearDemat Physical Total % of Total

SharesDemat Physical Total % of

Total Shares

2. Non Institutions

a) Bodies Corporate

i) Indian 1442639 - 1442639 6.06 1258026 - 1258026 5.29 (0.78)

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

b) Individual

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

4225494 185 4225679 17.75 4331373 195 4331568 18.20 0.44

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

5761291 - 5761291 24.21 5899063 - 5899063 24.79 0.58

c) Others (Specify)

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

c-ii) Hindu Undivided Family

799709 - 799709 3.36 797775 - 797775 3.35 (0.01)

c-iii) Non Resident Indians (Non Repat)

16034 - 16034 0.07 16559 - 16559 0.07 -

c-iv) Non Resident Indians (Repat)

221376 - 221376 0.93 169328 - 169328 0.71 (0.22)

OfficeBearers 100 - 100 - 100 - 100 - -

Clearing Member 102532 - 102532 0.43 96941 - 96941 0.41 (0.02)

Sub-total B (2) 12569421 185 12569610 52.81 12569415 195 12569610 52.81 -

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

12569421 185 12569610 52.81 12569415 195 12569610 52.81 -

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

- - - - - - - - -

Grand Total (A+B+C) 23799854 185 23800049 100 23799864 195 23800049 100

Sr. No

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % Change in share-holding during

the year

No. of Shares

% of total shares of the

company

% of shares Pledged/

encumbered to total shares

No. of Shares

% of total shares of

the company

% of shares Pledged/

encumbered to total shares

1 Mr. Nenshi Ladhabhai Shah 5053353 21.23 - 5053353 21.23 - -

2 Mr. Rayshi Lakhdir Shah 4925223 20.69 - 4925223 20.69 - -

3 Mrs. Gunvantiben N Shah 500000 2.10 - 500000 2.10 - -

4 Shantilal Ladhabhai Shah HUF 480000 2.02 - 480000 2.02 - -

5 Ladhabhai Sanganbhai Shah HUF 150000 0.63 - 150000 0.63 - -

6 Mrs. Shantaben Laljibhai Shah 50000 0.21 - 50000 0.21 - -

7 Mr. Shantilal L Shah 44000 0.18 - 44000 0.18 - -

8 Mr. Ankur Rayshi Shah 19533 0.08 - 19533 0.08 - -

9 Mr. Chirag Rayshi Shah 8330 0.03 - 8330 0.03 - -

ii. Shareholding of Promoters and Promoters group:


26

Sr. No

Promoters’ Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares


1 Mr. Nenshi L. Shah

At the beginning of year 5053353 21.23

Changes during the year No change during the year

At the end of year - - 5053353 21.23

2. Mr. Rayshi Lakhdhir Shah

At the beginning of year 4925223 20.69 - -


At the end of year - - 4925223 20.69

3. Mrs. Gunvantiben N Shah



At the end of year - - 500000 2.10

4. Shantilal Ladhabhai Shah HUF




5. Ladhabhai Sanganbhai Shah HUF




6. Mrs. Shantaben Laljibhai Shah




7. Mr. Shantilal L Shah




8. Mr. Ankur Rayshi Shah


Change during the year No change during the year


9. Mr. Chirag Rayshi Shah




iii. Shareholding of Promoters and Promoters group:


27

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

Sr. No

Shareholders’ Name Shareholding at the beginning of the year


No. of Shares


company

No. of Shares


company1 Ms. Neeta Vineet Goyal




2. Ms. Manjari H. Shah




3 Mr. Subhash L. ShahAt the beginning of year 616000 2.59 - -



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



5 M/s. Lyons Technologies Limited




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




28

Sr. No

Shareholders’ Name Shareholding at the beginning of the year


No. of Shares


company

No. of Shares


company

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



8 Ms. Apeksha SangoiAt the beginning of year 262000 1.10 - -



9 M/s. Vastu Minerals Pvt. Ltd.At the beginning of year 346000 1.45 - -

Change during the year

Date Reason

12 Aug 2016 Purchase 3032 0.01 349032 1.47

10 Mar 2017 Sell (26060) (0.11) 322972 1.36

17 Mar 2017 Sell (81036) (0.34) 241936 1.02

24 Mar 2017 Sell (38402) (0.16) 203534 0.86


10 Ms. Kavita VyasAt the beginning of year 200000 0.84 - -




29

v. Shareholding of Directors and Key Managerial Personnel:

Sr. No

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

Shareholding at the end of the year

Name of the Director/KMP No. of Shares


No. of Shares


1. Mr. Hitesh Shah (w.e.f. 18th July 2016

At the beginning of the year 296634 1.25


At the end of year 296634 1.25

2. Mr. Navin Nandu (w.e.f. September 30, 2016)

At the beginning of the year NIL NIL


At the end of year NIL NIL

3. Mr. Margen Gada (w.e.f. September 30, 2016)




4. Mrs. Lata Mehta (w.e.f. September 30, 2016)




5. Mr. Rajababu Kalla (upto 17th July 2016)




6. Mr. Anish Kumar Shah (Upto September 30, 2016)




7. Mr. Hansraj Karsan Gala (Upto September 30, 2016)





30

8. Mr. Sanjay Nandu (Upto September 30, 2016)




9. Mrs. Forum D. Shah (Upto September 30, 2016)




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

(Amount in Rs)

Particulars Secured Loans excluding Deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year 01.04.2016

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

2030749541 169859299 - 2200608840

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

1956888884 - - 1956888884

3) Interest accrued but not due - - - -

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

Change in Indebtedness during the financial year

+ Addition 530926338 78416917 - 609343255

- Reduction - 103635355 - 103635355

Net change 4518564763 144640861 - 4663205624

Indebtedness at the end of the financial year 31-03-2017

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

2030749541 144640861 - 2175390402

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

2487815222 - - 2487815222

3) Interest accrued but not due - - - -

Total of (1+2+3) 4518564763 144640861 - 4663205624


31

vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr.No

Particulars of Remuneration Name of MD/WTD/Manager Total Amount(in Rs)Mr. Rajababu Kalla Mr. Hitesh Shah

Whole-time Director (Upto 17th July, 2016

Chairman & Whole-time Director

(w.e.f 18th July, 2016

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act (Salary includes arrears of previous year)

16,00,000 - 16,00,000

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

- - -

(c)ProfitsinlieuofsalaryunderSection17(3)Income Tax Act, 1961

- - -

2. Stock Option NA NA -

3. Sweat Equity NA NA -

4. Commission -As%ofProfit - Others, specify

- - -

5. Others, please specify NA NA -

Total (A) 16,00,000 - 16,00,000

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


32

B. Remuneration of other Directors:

Sr. No

Particulars of Remu-neration Name of Directors Total

Amount (in Rs)1 Independent

DirectorsMr.

Navin Nandu (w.e.f. 30th

Sep.2016)

Mr. Margen Gada (w.e.f. 30th

Sep.2016)

Mrs. Lata

Mehta (w.e.f. 30th

Sep.2016)

Mr. Anish Shah

(up to 30th Sep.2016)

Mr. Sanjay Nandu


Mr. Hansraj Gala


- Fee for attending board committee meetings

- - - - - - -

- Commission - - - - - - -

- Others - - - - - - -

Total (1) - - - - - - -

2 Other Non Executive Directors

Mrs. Forum Shah


- - - - - -

- Fee for attending board committee meetings

- - - - - - -

- Commission - - - - - - -

- Others - - - - - - -

Total (2) - - - - - - -

Total (B)= (1+2) - - - - - - -

Total Managerial Remuneration

- - - - - - -

Overall Ceiling as per the Act

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


33

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

Sr. No Particulars of Remuneration

Name of the KMP Name of the KMP Total Amount (in Rs)Mr. Hitesh Shah

Chief Financial Officer

(Upto 17th July 2016)

Mr. Rajababu Kalla Chief Financial

Officer(w.e.f. 18th July 2016)

1. Gross Salary - 12,49,998 12,49,998

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

- - -

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

- - -

(c)ProfitsinlieuofsalaryunderSection17(3)Income Tax Act, 1961

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission-As%ofProfit- Others, specify

- - -

5. Others, please specify - - -

Total (A) - 12,49,998 12,49,998 vii. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL




34

Annexure II

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Euro Multivision LimitedMumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Euro Multivision Limited (CIN: L32300MH2004PLC145995 ) and having its registeredofficeatF12,groundfloor,SangamArcade,VallabhbhaiRoad,VileParle(West),Mumbai-400056(hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Basedonourverificationof thecompany’sbooks,papers,minutebooks, formsand returnsfiledandotherrecordsmaintainedby thecompanyandalso the informationprovidedby theCompany, itsofficers,agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Companyhas,duringtheauditperiodcoveringthefinancialyearendedon31stMarch,2017compliedwiththestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyforthefinancialyearendedon31stMarch2017accordingtotheprovisionsof:

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

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

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

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

(d)SecuritiesandExchangeBoardofIndia(ShareBasedEmployeeBenefits)Regulations,2014(Not applicable to the company during the audit period);

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


35

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

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

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

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) Therearenolawsthatarespecificallyapplicabletothecompanybasedontheirsector/industry.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India;

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

I Pertaining to Companies Act, 2013:

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

(b) inrespectofoutstandingdepositsasat31stMarch2016,thecompanywasrequiredtofileFormsDPT-3latestby30thJune,2016whichisnotfiled;

(c) the company has not complied with the provisions of Section 133 of the Act pertaining to Accounting Standards (AS-28) w.r.t Accounting for Impairment of Assets and Accounting Standards (AS-29) Provisions, Contingent Liabilities and Contingent Assets, the brief particulars of which are stated in the StatutoryAuditor’sReportin“pointnoc&e”undertheheadingBasisforQualifiedopinion;

(d) theentireBoardwhichcontinuedtill30thSeptember,2016wasincurredwiththedisqualificationintermsof the provisions of Sec 164(2)(b) of the Act, also the vacation of the Board that took place on 30th September, 2016 was not in accordance with the provisions of Act; further due to which the composition of mandatory committees of Board was also not in accordance with the respective provisions of the Act;

(e) there has been a delay of 1 month in transferring the Share Application Money amounting to Rs.54,720 pertainingtofinancialyear2009-10intoInvestorEducationandProtectionFund;

II Pertaining to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR):

(f) pursuant to our observation at “a” above, the company is not in compliance with Regulation 6 of LODR whichrequiresCompanySecretarytobeappointedasComplianceOfficer;

(g) pursuant to our observation at “d” above the Company is not in compliance with Regulation 17(1), 18(1) & 19(1) of LODR; and

(h) the Composition of the Board and mandatory committees mentioned in Corporate Governance Report submittedtotheStockExchangesfortheQuarterended30thJune,2016doesnotreflectthecorrectposition, due to our observation mentioned in the sub-para “g” above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to our observation at ‘sub-para (d) and (g) of the previous


36

paragraph’aboveregarding thedisqualificationofsomeof thedirectors.Thechanges in thecompositionofthe Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act subject to our observation at ‘sub-para (d) and (g) of the previous paragraph’ above.

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

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

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

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

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

For Manish Ghia& AssociatesCompany Secretaries

Sandhya MalhotraPlace : Mumbai PartnerDate : 25th August, 2017 M. No. FCS 6715 C.P. No. 9928


37

‘Annexure A’

To,The Members,Euro Multivision LimitedMumbai

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

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

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthecorrectnessofthecontentsoftheSecretarialrecords.Theverificationwasdoneontestbasistoensurethatcorrectfactsarereflectedinsecretarialrecords.Webelievethattheprocessesandpractices,we followed provided a reasonable basis for our opinion.

3. WehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandBookofAccountsofthe Company.

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

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is theresponsibilityofmanagement.Ourexaminationwaslimitedtotheverificationofproceduresonthetest basis.

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

For Manish Ghia& AssociatesCompany Secretaries

Sandhya MalhotraPlace : Mumbai PartnerDate : 25th August, 2017 M. No. FCS 6715 C.P. No. 9928


38

Annexure III

I. Disclosure as per Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the companyforthefinancialyear2016-17:-

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

Company has not provided any remuneration to Directors. Hence the ratio of remuneration of each Director to the Median remuneration of the employee cannot be determined. Non-Executive Director of the Company are not paid any sittings fees or commission.

(ii) The percentage increase in remuneration of each Director, CFO , CEO, Company Secretary orManager,ifany,inthefinancialyear2016-17

Duringthecurrentfinancialyeartherewerenoincrements in the remuneration of Director and CFO

(iii) The percentage increase in the median remuneration of employees in the financialyear 2016-17

5% to 10%

(iv) The number of permanent employees on the rolls of the company as on March 31, 2017

99

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

Average percentile increase in the salaries of employees otherthanthemanagerialpersonnelinthelastfinancialyear is 5% to 10% as against the no increment in the salary of the Chairman & Whole Time Director & Executive Director (Managerial Personnel as definedunder the Act). Annual increase in remuneration is basedondifferentgrades,industrypattern,qualification& experience, responsibilities shouldered and individual performance of managerial personnel and other employees

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

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

For and on behalf of the Board of Directors

Place: Mumbai Hitesh Shah Navin NanduDate: 25th August, 2017 Chairman Chairman of Nomination & Whole Time Director & Remuneration Committee DIN : 00043059 DIN : 07114744


39

Annexure IV

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2017 is given here below and forms part of the Board’s Report.

A. Conservation of Energy:

In line with the Company’s commitment towards conservation of energy, all segments continue with their efforts toimproveenergyefficiency.Someoftheadditionalstepstakenareasunder,whichhashelpedCompanyincost reduction and product improvement:

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

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

B. Research & Development and Technology Absorption :

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

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

C. Foreign Exchange Earnings and Outgo:

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

D. Future plan of action are as under:

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




40

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE 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 shareholder’s values without compromising in any way complying with the laws and regulations.

TheBoardofDirectorsacknowledgesthatithasafiduciaryrelationshipandacorrespondingdutytowardsthestakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its Committees endeavours to strike a right balance with its various stakeholders.

As per the requirements of Regulation 34 read with Schedule V of the Listing Regulations, detailed Report on Corporate Governance is set below:

BOARD OF DIRECTORS:

a. Composition

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2017, the Board of Directors comprises of total four Directors out of which three are Independent Directors. The Chairman of the Board is an Executive Director. The composition of the Board of Directors as on 31st March, 2017 is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘Listing Regulations’).

b. Board Procedure

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

Matter discussed at Board meetings generally relate to Company’s business operations, periodical results of the Company, approval of related party transactions, general notice of interest of Directors, review of the reports of the Audit Committee and compliance with their recommendations, suggestions, non-compliance of any regulatory provisions and status of complaints, statutory or listing requirements, etc.

c. Attendance at Board meetings

During the year under review, the Board of Directors met eight (8) times viz. May 30, 2016, July 18, 2016, August 12, 2016, August 16, 2016, August 26, 2016, October 10, 2016, November 14, 2016 and February 10, 2017. As stipulated, the gap between two meetings did not exceed one hundred and twenty days.

Details of composition and category of the Directors, their attendance at each Board Meetings held during the financial year2016-17andat the lastAnnualGeneralMeeting, theirdirectorships inotherCompaniesandmembership / chairmanship in committee’s March 31, 2017 are as follows:


41

** Mrs. Forum Shah, Mr. Anish Shah, Mr. Hansraj Gala and Mr. Sanjay Nandu, vacated from the position of directorship of the Company with effect from conclusion of 12th Annual General Meeting of the Company held on September 30, 2016.

# Note:

1. Directorships in respect of Private Limited Companies, Companies incorporated under Section 8 of the Companies Act, 2013 and foreign companies have not been included.

2. Position in Audit Committee and Shareholders’ Relationship Committee are considered for the purpose.

3. NoneoftheDirectorsisamemberofmorethanTenCommitteesandChairmanofmorethanFiveCommittees[asspecifiedinRegulation26 of Listing Regulations] across all the companies in which they are directors.

4. NoneoftheIndependentDirectorservesasanIndependentDirectorinmorethansevenlistedcompanies[asspecifiedinRegulation25of Listing Regulations].

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

Name of Directors Category No. of Board meetings held

Whether attended the

last AGM

No. of other Directorship

in other Public Companies# (refer note 1)

Membership /Chairmanship of Committees in other Com-

panies# (refer note 2 & 3)

Held Attended Member Chairman

Mr. Hitesh Shah Chairman & Whole Time Director (w.e.f. 18th July,2016)

6 6 Present Nil Nil Nil

Mr. Margen Gada Independent Director 3 3 NA Nil Nil Nil

(w.e.f 30th September ,2016)

Mr. Navin Nandu Independent Director 3 3 NA Nil Nil Nil


Mrs. Lata Mehta Independent Director 3 3 NA 1 Nil 2


Mr. Raja Babu Kalla Whole Time Director 1 1 NA NA NA NA

(upto 17th July,2016)

Mr. Anish Shah *Independent Director 5 5 Present NA NA NA

Mr. Hansraj Gala *Independent Director 5 5 Present NA NA NA

Mr.Sanjay Nandu *Independent Director 5 5 Absent NA NA NA

Mrs. Forum Shah *Non-Executive Non Inde-pendent Director

5 5 Present NA NA NA


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d. Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 10th February, 2017 to review the performance of Non-independent Directors (including the Chairman)andtheBoardaswholeandthesystemregardingflowofinformationbetweentheBoardandtheManagement and vice versa.

e. Directors’ Familiarization Programme

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

The induction process is designed to:• build an understanding of the Company processes and• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of Director’s induction and familiarization are available on the Company’s website at http://www.euromultivision.com/photovoltaic/images/pdf/Appointment%20of%20Directors%20KMPS%20and%20Senior%20Management%20(Remuneration)%20and%20Evaluation%20of%20performance%20Policy.pdf

f. Agenda

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

g. Code of Conduct

The Board of Directors has laid down a Code of Conduct for all the Board of Directors and Senior Management Personnel. The Code covers things, such as the Company’s commitment to honest and ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health and safety, transparency and compliance of laws and regulations etc. The code has been posted on Company’s website at http://www.euromultivision.com/photovoltaic/images/pdf/code_of_conduct.pdf. All the Board members and senior managementpersonnelhaveconfirmedcompliancewiththecode.AdeclarationbyMr.HiteshShah,ChairmanandWholeTimeDirectoroftheCompanyaffirmingthecomplianceofthesameinrespectofthefinancialyearended on 31st March, 2017 by the members of the Board and Senior Management Personnel, as applicable to them, is also annexed to this Annual Report.

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, employees at Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code.


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COMMITTEES OF THE BOARD:

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

(a) Audit Committee

(b) Stakeholders’ Relationship Committee

(c) Nomination and Remuneration Committee

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

a. Audit Committee:

TheBoardhasconstitutedawell-qualifiedAuditCommitteeinaccordancewiththeprovisionsofSection177ofthe Companies Act, 2013 and Regulation 18 of Listing Regulations which exercises the powers and discharges the functions as stipulated under the applicable laws. The Committee also undertakes and reviews such matters as may be delegated by the Board from time to time.

As on March 31, 2017 Committee comprises of three Independent Directors and one Executive Director of the Company.AllthemembersoftheAuditCommitteearefinanciallyliterateandMr.NavinNandu,ChairmanoftheCommitteehasexperienceinFinance.Hehasrelevantaccountingandrelatedfinancialmanagementexpertise.TheStatutoryAuditorsarealso invited in themeetingswhere thefinancialsof theCompanyarediscussed.TheCommitteeoverseestheworkcarriedoutbythemanagement,internalauditorsonthefinancialreportingprocess,thesafeguardsemployedbythemandsuchrelevantmattersasitfindsnecessarytoentrust.

The Audit Committee met seven (7) times during the year under review on May 30, 2016, July 18, 2016, August 12, 2016, August 16, 2016, August 26, 2016, November 14, 2016 and February 10, 2017. The number of meetings attended by each member during the year ended 31st March, 2017 is as under:

Name of the member DesignationNo. of Committee Meetings

Held AttendedMr. Navin Nandu Chairman (w.e.f. October 10, 2016) 2 2Mr. Margen Gada Member (w.e.f. October 10, 2016) 2 2Mrs. Lata Mehta Member (w.e.f. October 10, 2016) 2 2Mr. Hitesh Shah Member (w.e.f. July 18, 2016) 5 5Mr. Anish Shah #Chairman 5 5Mr.Sanjay Nandu #Member 5 5Mr. Raja Babu Kalla #Member 1 1

# Mr. Raja Babu Kalla resigned with effect from July 18, 2016 and Mr. Anish Shah and Mr. Sanjay Nandu vacated from the position of directorship of the Company with effect from conclusion of 12th Annual General Meeting of the Company held on September 30, 2016 hence they ceased to be member of the Committee as such.


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TheComplianceofficeractsastheSecretarytotheCommittee.

* Terms of reference of Audit Committee

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

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

• OversightoftheCompany’sfinancialreportingprocessandthedisclosureofitsfinancialinformationtoensurethatthefinancialstatementiscorrect,sufficientandcredible.

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

• ReviewingwithmanagementtheannualfinancialstatementsbeforesubmissiontotheBoard,focusingprimarily on:

- Any changes in accounting policies and practices.

- Major accounting entries based on exercise of judgment by management.

- Qualificationsindraftauditreport.

- Significantadjustmentsarisingoutofaudit.

- The going concern assumption.

- Compliance with accounting standards.

- Compliancewithstockexchangeandlegalrequirementsconcerningfinancialstatements.

- Any related party transactions, i.e. transaction of the company of material nature, with promoters or themanagement,theirsubsidiariesorrelatives,etc.thatmayhavepotentialconflictwiththeinterestofCompany at large.

• Matter to be included in the Director’s Responsibility Statement

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

• Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffingandseniorityoftheofficialheadingthedepartment,reportingstructurecoverageandfrequencyofinternal audit.

• Discussionwithinternalauditorsandsignificantfindingsandfollowupthereon.

• Reviewing thefindingsofany internal investigationsby the internalauditors intomatterswhere there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

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

• ReviewingtheCompany’sfinancialandriskmanagementpolicies.

• 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.

• Discussions with the auditors periodically about internal control systems, the scope of audit including the observationsoftheauditorsandreviewthequarterly,halfyearly,andannualfinancialstatementsbeforesubmission to the Board.


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b. Stakeholders’ Relationship Committee:

The Stakeholders’ Relationship Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations.The Committee is primarily responsible to examine and redress the complaints and grievances of the shareholders/investors of the Company such as transfer / transmission / demat / remat of shares, issue of duplicate, split-up, consolidation, renewal of sharecertificate,non-receiptofAnnualReport,non-receiptofdividend,non-receiptofapplicationmoneyandother issues concerning the shareholders / investors. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading.

As on March 31, 2017 Stakeholders’ Relationship Committee comprises of one Executive and three Independent Directors. The Committee met four times during the year under review on 4 (four) times on May 30, 2016, August 12, 2016, November 14, 2016 and February 10, 2017. The number of meetings attended by each member during the year ended March 31, 2017 is as under:

Name of the member DesignationNo. of Committee Meetings

Held AttendedMr. Navin Nandu Chairman (w.e.f. October 10, 2016) 2 2Mr. Margen Gada Member (w.e.f. October 10, 2016) 2 2Mrs. Lata Mehta Member (w.e.f. October 10, 2016) 2 2Mr. Hitesh Shah Member (w.e.f. July 18, 2016) 3 3Mr. Anish Shah #Chairman 2 2Mr.Sanjay Nandu #Member 2 2Mr. Raja Babu Kalla #Member 1 1

# Mr. Raja Babu Kalla resigned with effect from July 18, 2016 and Mr. Anish Shah and Mr. Sanjay Nandu vacated from the position of directorship of the Company

with effect from conclusion of 12th Annual General Meeting of the Company held on September 30, 2016 hence they ceased to be member of the Committee as such.

TheComplianceOfficeractsassecretarytotheStakeholders’RelationshipCommittee.Mr.SunilNemaniistheComplianceOfficeroftheCompany.

Status of Investors’ Complaint:

Thefollowingisthestatusofthecomplaintsreceivedfromtheshareholders,duringthefinancialyear2016-2017:

Opening at the beginning of the year

Received during the year

Resolved during the year

Pending at the end of the year

NIL NIL NIL NIL

c. Nomination and Remuneration Committee

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


46

During the year under review, the Nomination and Remuneration Committee met 2(two) times on May 30, 2016 and July 18, 2016. The number of meetings attended by each member during the year ended 31st March, 2017 is as under:

Name of member Designation No. of MeetingsHeld Attended

Mr. Navin Nandu Chairman (w.e.f. October 10, 2016) N.A N.AMr. Margen Gada Member (w.e.f. October 10, 2016) N.A N.AMrs. Lata Mehta Member (w.e.f. October 10, 2016) N.A N.AMr. Anish Shah #Chairman 2 2

Mr.Sanjay Nandu #Member 2 2Mr. Hansraj Gala #Member 2 2

# Mr. Anish Shah, Mr. Sanjay Nandu and Mr. Hansraj Gala vacated from the position of directorship of the Company with effect from conclusion of 12th Annual General Meeting of the Company held on September 30, 2016 hence they ceased to be member of the Committee as such.

* Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to:

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

• Identificationandassessingpotentialindividualswithrespecttotheirexpertise,skills,attributes,personaland professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.

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

* Performance Evaluation criteria:

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

* Remuneration Policy:

The Company follows a comprehensive policy for selection, recommendation, appointment of Directors and other senior managerial employees and also on the remuneration, and such other related provisions as applicable. The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The remuneration policy is in consonance with the industry standards.

a. Selection:

• Any person to be appointed as a Director on the Board of Director of the Company or as KMP or Senior Management Personnel, including Independent Directors, shall possess appropriate skills, experience andknowledge inoneormorefieldsofsciences,actuarial sciences,banking,finance,economics, law,management, sales, marketing, administration, research, corporate governance or technical operations.


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• Any person to be appointed as a Director on the Board of the Company shall possess the relevant experience and shall be able to provide policy directions to the Company, including directions on good corporate governance.

• WhileappointinganypersonasChiefExecutiveOfficer,ManagingDirectororaWhole-timeDirectoroftheCompany,his/hereducationalqualification,workexperience,industryexperience,etc.shallbeconsidered.

b. Remuneration to Executive Directors:

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

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

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

i) The relationship of remuneration and performance benchmarks is clear;

ii) Balance between fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals;

iii) Responsibility of the Whole Time Director’s and the industry benchmarks and the current trends;

iv) The Company’s performance vis-à-vis the annual budget achievement and individual performance.

c. Remuneration of Non-Executive Directors:

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

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

d. Remuneration of Senior Management Employees:

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

i) The relationship of remuneration and performance benchmark is clear;

ii) Thefixedpayreflectingshortandlong-termperformanceobjectivesappropriatetotheworkingoftheCompany and its goals;

iii) Thecomponentsofremunerationincludesalaries,perquisitesandretirementbenefits;

iv) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-à-vis the annual budget achievement, industry benchmark and current compensation trends in the market.


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Details of remuneration/sitting fees paid during the year 2016-17 and number of shares held as on 31st March, 2017 by the directors of the Company are as follows:

(Amount in Rs. Except for shares)

Name of the Directors Salary & Perquisites

Performance/ Incentive/

Bonus

Commission Sitting Fees

Total No. of Shares

held

Mr. Hitesh Shah - - - - - 296634

Mr. Margen Gada - - - - - -

Mr. NavinNandu - - - - - -

Mrs. Lata Mehta - - - - - -

Mr. Rajababu Kalla * 16,00,000 - - - 16,00,000 -

* Salary includes arrears of previous year.

Presently, the Company does not have any scheme to grant stock options either to the Executive Directors or Employees of the Company. No remuneration/compensation/sitting fess is paid to Non-Executive Directors5. GENERAL BODY MEETINGS:Details of location, time and date where last three Annual General Meetings were held are given below:

Financial Year

Date Time Venue Special Resolution Passed

2013-14 30-Sep-14 12.00 noon Gomantak Seva Sangh, 72/A, Mahant Road Extension, Vile Parle (East), Mumbai- 400 057

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

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

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

2014-15 29-Sep-15 12.00 noon Gomantak Seva Sangh, 72/A, Mahant Road Extension, Vile Parle (East), Mumbai- 400 057

-

2015-16 30-Sep-16 11.30 a.m. Gomantak Seva Sangh, 72/A, Mahant Road Extension, Vile Parle (East),Mumbai- 400 057

-

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


49

MEANS OF COMMUNICATION:

• Publication of quarterly results:

The quarterly/half yearly and Annual Financial Results are published in accordance with the provisions of the Listing Regulations in English Newspapers viz. Business Standard and in Marathi newspapers viz. Mahanayak. The results are also available on Company’s website www.euromultivision.com and also on websites of National Stock Exchange of India Limited i.e. www.nseindia.com and BSE Limited i.e. www.bseindia.com.

• Website:

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

• Presentations / Press Releases:

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

GENERAL INFORMATION FOR SHAREHOLDERS

(a) Date Time and Venue of Annual General Meeting

Date : September 29, 2017Day : FridayTime : 12.00 noonVenue : Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle (East), Mumbai 400 057

(b) Financial Year 1st April, 2016 to 31st March, 2017

(c) Book Closure dates

Saturday 23rd September, 2017 to Friday 29th September, 2017 (both days inclusive)

(d) Financial Calendar (2017-18)

Result for the quarter ended June 30, 2017 – On or before September,14 2017

Result for the quarter ending September 30, 2017 – On or before December 14, 2017

Result for the quarter ending December 31, 2017 – On or before February 14, 2018

Audited Result for the year / quarter ending March 31, 2018

– On or before May 30, 2018.

(e) Dividend Payment Date

Not applicable

(f) Cut off date for remote e-voting

Thee-voting/votingrightsoftheshareholders/beneficialownersshallbereckonedontheequity shares held by them as on the cut-off date i.e. Friday, September 22, 2017.

(g) Listing on Stock Exchanges

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

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

(h) Stock Code / Symbol

BSE : 533109

NSE : EUROMULTI

(i) ISIN for CDSL and NSDL

IN063J01011

(j) Commodity price risk or foreign exchange

Not Applicable


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k) Market Price Data:

The monthly high and low quotations of shares traded on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with corresponding details of BSE Sensex and NSE Nifty during each month in 2016-17 are as follows:

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

High Low High Low High Low High Low

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

Apr-16 2.28 2.00 26100.54 24523.20 3.00 2.85 7992.00 7516.85

May-16 2.10 1.60 26837.20 25057.93 2.95 2.95 8213.60 7678.35

Jun-16 1.86 1.38 27105.41 25911.33 2.85 2.30 8308.15 7927.05

Jul-16 2.06 1.65 28240.20 27034.14 2.20 1.90 8674.70 8287.55

Aug-16 2.00 1.71 28532.25 27627.97 2.20 1.90 8819.20 8518.15

Sep-16 1.65 1.46 29077.28 27716.78 1.90 1.55 8968.70 8555.20

Oct-16 1.65 1.42 28477.65 27488.30 1.50 1.40 8806.95 8506.15

Nov-16 1.80 1.29 28029.80 25717.93 1.50 1.35 8669.60 7916.40

Dec-16 1.41 1.23 26803.76 25753.74 1.55 1.50 8274.95 7893.80

Jan-17 1.83 1.30 27980.39 26447.06 1.45 1.45 8672.70 8133.80

Feb-17 2.28 1.57 29065.31 27590.10 2.10 1.50 8982.15 8537.50

Mar-17 2.75 2.01 29824.62 28716.21 2.80 2.10 9218.40 8860.10

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

(l) Shareholding Pattern as on 31st March, 2017

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

1 Promoters & Promoters Group 11230439 47.19

4 Bodies Corporate 1258026 5.29

5 Hindu Undivided Family 797775 3.35

6 OfficeBearers 100 0.00

7 Trusts 250 0.00

8 Clearing Member 96941 0.41

9 Non Resident Indians 169328 0.71

10 Non Resident (Non Repatriable) 16559 0.07

11 Public 10230631 42.99

Total 23800049 100


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(m) Distribution of shareholding as on 31st March, 2017

Shareholding (No. of Shares)

Number of Shareholders

% of total number of Shareholders

Total Number of Shares

% of Total Number of Shares

1 to 500 6292 75.30 1128323 4.74

501 to 1000 1010 12.09 839020 3.53

1001 to 2000 475 5.68 749215 3.15

2001 to 3000 173 2.07 453967 1.90

3001 to 4000 83 0.99 295365 1.24

4001 to 5000 72 0.86 339094 1.42

5001 to 10000 144 1.72 1109054 4.66

10001 and above 107 1.28 18886011 79.36

Total 8356 100 23800049 100

(n) Share Transfer System

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent within prescribed time, if documents are found in order. Shares under objection are returned within twoweeks.Allrequestsfordematerializationofsharesprocessedandtheconfirmationisgiventotherespective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days. The Company obtains, from a Practicing Company Secretary,ahalf-yearlycertificateofcompliancewiththesharetransfer formalitiesasrequiredunderRegulation40(9)of theListingRegulationentered intowithStockExchangesandfilesacopyof thecertificatewiththeconcernedStockExchanges.

(o) Dematerialization of shares and liquidity

As on 31st March, 2017 the total number of Equity Shares of the Company in dematerialization form, stood at 23799864 Shares (representing 99.99% of the Company’s Paid-up Equity Share Capital of the Company).

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

As on 31st March, 2017, the Company does not have any outstanding ADRs, GDRs, Warrants or any convertible instruments.

(q) Plant Location

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

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


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(r) Registrar and Share Transfer Agent

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

M/s. Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli(West), Mumbai,400083 Tel: 91 22 4918 6270 Fax: 91 22 4918 6060 E-mail: [email protected]

(s) Address for Investor Correspondence

ShareholderscancontacttheComplianceOfficerforShare/SecretarialrelatedmattersoftheCompanyat the below mentioned address:

Mr. Sunil Nemani ComplianceOfficer Euro Multivision Limited F/12, Ground Floor, Sangam Arcade, Vallabhbhai Road, Vile Parle (West), Mumbai - 400056 E-mail Id: [email protected] Tel No.: 91 22 4036 4036 Fax No.: 91 22 4036 4037

DISCLOSURES:

a. Related-party transactions

There were no materially significant transactions with related parties, pecuniary transactions orrelationship between the Company and its Directors during the Financial Year ended 31st March, 2017 thatmayhavepotentialconflictwiththeinterestoftheCompanyatlarge.

The transactions with the related parties, as per the requirements of the Accounting Standard (AS) 18, are disclosed in the Notes on Accounts, forming part of the Annual Report. The policy on dealing with Related Party Transaction is available on Company’s website at http://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf.

b. Compliances related to Capital Market

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

c. Vigil Mechanism Policy/ Whistle Blower Mechanism

The Company promotes ethical behavior in all its business activities and has put a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such otherpersonasmaybenotifiedbythemanagementtotheemployees/workers.Theconfidentialityof those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc was brought to the notice of the Management orAuditCommitteeduringtheyearended31stMarch,2017.Weaffirmthatduringthefinancialyear2016-17, no employee or director of the Company was denied access to the Audit Committee. Vigil Mechanism/Whistle Blower Policy is also available on the website of the Company at http://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf.


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

Auditors’ Certificate on compliance of conditions of the Listing Regulations relating to CorporateGovernance by the Company is annexed to this Report.

e. Disclosure of Accounting Treatment :

Inthepreparationoffinancialstatement,theCompanyhasfollowedtheAccountingStandardsissuedbythe Institute of the Chartered Accountants of India to the extent applicable.

f. Disclosure of Risk management

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

g. CEO / CFO Certification

In terms of Regulation 17(8) of the Listing Regulation, Mr. Hitesh Shah, Chairman and Whole Time Director,andMr.RajababuKalla,CFOof theCompanyhavesubmittedacertificate to theBoardofDirectorsintheprescribedformatinrespectoffinancialyearended31stMarch,2017.

h) Details of compliance with mandatory requirements and adoption of non-mandatory requirements:

The Company has complied and disclosed all mandatory corporate governance requirements as stipulated under Regulation 17 to 27 and sub- regulation (2) of Regulation 46 of the Listing Regulations except as mentioned below:

1. Non-appointment of Company Secretary & Compliance Officer pursuant to Regulation 6 of the Listing Regulation;

The Company is in process of appointment of Whole time Company Secretary. The Company has also given advertisement in newspaper for the vacancy, however still suitable candidate is awaited.

2. Non-compliance with Regulation 17(1), 18(1) & 19(1) of Listing Regulation as the entire Board which continued till 30th September, 2016 was incurred with the disqualification in terms of the provisions of Sec 164(2)(b) of the Companies Act,2013;

3. The composition of the Board and mandatory committees mentioned in Corporate Governance Report submitted to the Stock Exchanges for the Quarter ended 30th June, 2016 does not reflect the correct position, due to the non-compliance mentioned in para “2” above.

The Company has obtained a legal opinion after the receipt of Secretarial Audit Report dated August 12, 2016fortheyearendedMarch31,2016,toconfirm,whethertheDirectorsaredisqualifiedunderSection164(2)(b) of the Companies Act, 2013.

LegalopinionstatedthattheexistingDirectorsoftheCompanyaredisqualifiedunderSection

164(2)(b) of the Companies Act, 2013. After detail discussion on the basis of the legal opinion, the Board Members decided to appoint new Directors on the Board of the Company as well as re-constitute the Committees of the Board as per applicable provisions of Companies Act, 2013 and Listing Regulations.

The members at the 12th Annual General Meeting held on September 30, 2016 appointed Mr. Navin Nandu, Mr. Margen Gada and Mrs. Lata Mehta as Independent Director of the Company. Further all the Committees were re-constituted as per the provisions of the Companies Act, 2013 and Listing Regulations. The disqualified directors as on September 30, 2016 have vacated their position fromdirectorship of the Company pursuant to the provisions of Section 167(1)(a) read with Section 164(2)(b) of the Companies Act, 2013, with effect from conclusion of 14th Annual General Meeting (AGM) of the Company held on September 30, 2016.


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DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT:

ItisherebyconfirmedthattheCompanyhasadoptedCodeofConductfortheBoardofDirectorsandSeniorManagementPersonneloftheCompanyandallhaveaffirmedtheiradherencetothecodeduringthefinancialyear2016-17.

For Euro Multivision Limited

Place: Mumbai Hitesh ShahDate : 25th August, 2017 Chairman & Whole Time Director __________________________________________________________________________________________________

AUDITORS CERTIFICATE ON COMPLIANCE OF THE CORPORATE GOVERNANCE

To ,The Members ofEURO MULTIVISION LIMITED

We have examined the records concerning compliance of the conditions of Corporate Governance by EURO MULTIVISION LIMITED for the year ended March 31, 2017, as stipulated in

i) Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from April 1, 2016 to March 31, 2017 and

ii) Regulations 17 to 27 [excluding Regulation 23(4)] and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from April 1, 2016 to March 31, 2017. (hereinafter together referred to as “the Listing Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance.ItisneitheranauditnoranexpressionoftheopiniononthefinancialstatementsoftheCompany.

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

1. Non-appointmentofCompanySecretary&ComplianceOfficerpursuanttoRegulation6oftheListingRegulation;

2. Non-compliance with Regulation 17(1), 18(1) & 19(1) of Listing Regulation as the entire Board which continued till30thSeptember,2016was incurredwith thedisqualification in termsof theprovisionsofSec164(2)(b)of theCompanies Act,2013;

3. The composition of the Board and mandatory committees mentioned in Corporate Governance Report submitted to theStockExchangesfortheQuarterended30thJune,2016doesnotreflectthecorrectposition,duetothenon-compliance mentioned in para “2” above

WefurtherstatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynortheefficiencyor effectiveness with which the management has conducted the affairs of the Company.

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

Jaymin P. ShahMembership No. 118113Partner

Place : MumbaiDate : 25th August, 2017


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INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS

To The Members Euro Multivision Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Euro Multivision Limited (“the Company”),whichcomprise theBalanceSheetasat31stMarch,2017, theStatementofProfitandLoss, theCashFlowStatement for theyear thenended,andasummaryof thesignificantaccountingpoliciesandotherexplanatory information.

Management’s Responsibility for the financial statements

2. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (‘theAct)with respect to thepreparationof these financial statements togivea trueand fairviewofthefinancialposition,financialperformanceandcashflowsoftheCompanyinaccordancewiththeaccountingprinciplesgenerallyacceptedinIndia,includingtheAccountingStandardsspecifiedundersection133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementationandmaintenanceof adequate internal financial controls, thatwereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterial misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.

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

5. WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedundersection143(10)oftheAct and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with the ethical requirements and plan andperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterial misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including theassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsiderstheinternalfinancialcontrolrelevanttotheCompany’spreparationof thefinancialstatementsthatgiveatrueandfairview, inordertodesignauditproceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Companyhasinplaceanadequateinternalfinancialcontrolssystemoverthefinancialreportingandtheoperating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as wellasevaluatingtheoverallpresentationofthefinancialstatements.

7. Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononfinancialstatements.


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Qualified Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, except for the matters illustrated and described in the Basis for Qualified Opinionhereinbelow,theaforesaidfinancialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company asat31stMarch2017,anditslossanditscashflowsfortheyearendedonthatdate.

Basis for Qualified Opinion

a) The attention is invited to the note no.3, of the financial statements, towards the fact that the Company’s financing facilities/arrangements including Term Loans, Working Capital Facilities and Non Fund Based Credit Facilities have expired and the accounts with the Banks have turned into Non Performing Assets since more than 5 years.

The Company is unable to renegotiate, restructure or obtain replacement of financing arrangements and the banks have initiated legal proceedings for the recovery from the Company u/s 19 of the Debt Recovery Tribunal (DRT) and u/s 13(2) of the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest (SARFAESI) Act, 2002. In addition to this, the Company has been continuously incurring substantial losses since past few years and as on March 31, 2017, the Company’s current liabilities exceed its current assets by Rs.38,575.71 lakhs. Further, the networth of the Company has fully eroded and the Company had filed for registration u/s. 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon’ble Board for Industrial & Financial Reconstruction.

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

b) The Company has not provided for interest on financing facilities from secured lenders-banks, amounting to Rs.5309.26 lakhs, for the year ended 31st March 2017. Had the same been accounted for; the net loss (after tax), would have been increased by Rs.5309.26 lakhs for the year ended 31st March 2017.

c) Attention is also drawn to the fact that the Company has not provided for impairment or diminishing value of its assets/investment as per ‘Accounting Standard 28 – Accounting for Impairment of Assets’ as notified under the Companies (Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the management and hence the same is not ascertainable.

d) We draw attention to the fact that financial statements are subject to receipt of confirmation of balances from all of the debtors, loans & advances, investments, banks, sundry creditors and other liabilities. Pending receipt of confirmation of these balances and consequential reconciliations / adjustments, if any, the resultant impact on the financial statements is not ascertainable.

e) We draw attention to the facts that the non-ascertainment of complete particulars of dues to Micro, Small and Medium enterprises, if any under MSMED Act, 2006, and provisions towards interest, if any, is not ascertained at this stage which is not in conformity with para14 of Accounting Standard 29-‘Provision, Contingent Liabilities and Contingent Assets.

Report on other legal and regulatory requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as ‘the Order’), and on the basis of


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such checks of the books and records of the Company as we considered appropriate and according to the informationandexplanationsgiventous,wegiveintheAnnexureastatementonthemattersspecifiedinparagraphs 3 and 4 of the Order.

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

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

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

c) TheBalanceSheet,StatementofProfitandLoss,andtheCashFlowStatementdealtwithbythisReport are in agreement with the books of account;

d) Inouropinion,theaforesaidfinancialstatementscomplywiththeAccountingStandardsspecifiedunder section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014, except for as stated in basis for qualifications above.

e) On the basis of written representations received from the Directors as on March 31, 2017, none of theDirectorsaredisqualifiedasonMarch31,2017frombeingappointedasaDirectorintermsofsub-section (2) of section 164 of the Act.

f) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompanyand the operating effectiveness of such controls, refer to our separate Report in Annexure ‘A’.

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

i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017, on its financialpositioninitsfinancialstatements;

ii) The Company has made provision as at March 31, 2017 as required under the applicable law or Accounting Standards for material foreseeable losses, if any, on long-term contracts including derivative contracts except as stated in basis for qualifications above;

iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.

iv) TheCompanyhasprovidedrequisitedisclosuresinitsfinancialstatementsastoholdingsaswellasdealingsinSpecifiedBankNotesduringtheperiodfrom8November,2016to30December,2016 and these are in accordance with the books of accounts maintained by the Company. Refer toNote12.1tothefinancialstatements.

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

Jaymin P. ShahPartnerMem.No.118113 Place : Mumbai Date : May 30, 2017


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Annexure – ‘A’ to the Independent Auditors’ Report

Referred to in paragraph 10(f) of the Independent Auditor’s Report of even date to the Members of Euro MultivisionLtdonstandalonefinancialstatementfortheyearendedMarch31,2017.

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

WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofEuroMultivisionLtd.(“theCompany”)asofMarch31,2017inconjunctionwithourauditofthestandalonefinancialstatementsoftheCompanyforthe year ended on that date.

Management’s Responsibility for Internal Financial Controls

TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedonthe internalcontroloverfinancial reportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design,implementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductof itsbusiness, includingadherencetocompany’spolicies,thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records,and the timelypreparationof reliablefinancial information,as requiredunder theCompanies Act, 2013.

Auditors’ Responsibility

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

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

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls over Financial Reporting

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


59

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasatMarch31,2017,basedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponentsofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




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ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Euro Multivision Limited on the financial statements as of and for the year ended March 31, 2017)

(1) In respect of Fixed Assets:

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

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

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

(2) In respect of its Inventories:

TheinventorieshavebeenphysicallyverifiedduringtheyearbythemanagementatreasonableintervalsandnomaterialdiscrepancieswerenoticedonphysicalverificationinrelationtothesizeoftheCompanyand the nature of its business.

(3) TheCompanyhasnotgrantedanyloans,securedorunsecured,tocompanies,firmsorotherpartiescovered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii), (iii)(a) and (iii)(b) of the said order are not applicable to the Company.

(4) In our opinion and according to the information and explanation given to us, the Company has neither granted any loans nor provided any guarantees nor any securities in respect of any loans to any party covered under section 185 or section 186 of the Act.

(5) In our opinion and according to the information and explanations given to us, the Company during the year has not accepted any deposits from the public within the meaning of section 73 & 76 of the Act and theRules framed thereunder to theextentnotified.However in respect of deposits accepted by the company before the commencement of this Act, within the meaning of section 74 & 75 of the Act and the Rules framed there under to the extent notified, the principal amount of such deposits and interest due thereon remained unpaid even after expiry of one year from such commencement and the Company has not filed a statement within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar details as prescribed u/s.74(1)(a). Further no application has been made for extension of time with the National Company Law Tribunal u/s.74(2) of the Companies Act, 2013 in this regards.

(6) TheCentralGovernmentofIndiahasnotspecifiedthemaintenanceofcostrecordsundersub-section(1) of section 148 of the Companies Act, 2013 for any of the products of the Company.

(7) In respect of Statutory Dues:

(a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company has been facing liquidity stress since past few years due to which there were delays in depositing various undisputed statutory dues with appropriate authorities including provident fund, employee’s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable to it and there are no arrears of outstanding statutory dues as at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of


61

excise, value added tax, as at March 31, 2017, which have not been deposited on account of any dispute.

(c) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.

(8) In our opinion and according to the information and explanations given to us the Company has defaulted in repayment of loans and interest’s dues to the banks and financial institution as under:

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

Interest Outstanding(Rs. in Lakhs)

Default since

State Bank of India 12391.62 15467.34 April 2011The Cosmos Co-Op Bank Ltd 7915.88 9410.80 January 2011Total 20307.50 24878.14

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

(10) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Companybyitsofficersoremployees,noticedorreportedduringtheyear,norhavewebeeninformedof any such case by the Management.

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

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

(13) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and thedetailsofrelatedpartytransactionshavebeendisclosedinthestandalonefinancialstatementsasrequired by the applicable accounting standards.

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

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

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




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BALANCE SHEET AS AT MARCH 31, 2017

EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 238,000,490 238,000,490 Reserves & Surplus 2 (3,045,271,904) (2,927,102,880)Total (2,807,271,414) (2,689,102,390) Non-Current Liabilities Long-term borrowings 3 144,640,861 169,859,299 Total 144,640,861 169,859,299 Current Liabilities Short-term borrowings 4 649,053,730 649,053,730 Trade payables 31,420,187 12,317,404 Other Payable 2,754,352 3,901,271 Other current liabilities 5 3,373,420,317 3,360,326,279 Short-term provisions 6 9,507,291 8,574,487 Total 4,066,155,877 4,034,173,171

GRAND TOTAL 1,403,525,324 1,514,930,080 ASSETS Non-Current Assets Fixed assets (i) Tangible assets 7 1,173,961,228 1,311,035,196 (ii) Intangible assets 7 3,750 3,750 Non-current investments 8 100,000 100,000 Long-term loans and advances 9 20,875,197 19,901,729 Total 1,194,940,175 1,331,040,674

Current Assets Inventories 10 61,012,233 42,634,566 Trade receivables 11 60,093,351 61,648,296 Cash and bank balances 12 29,236,316 26,798,650 Short term loans and advances 13 6,457,349 3,502,583 Other current assets 14 51,785,900 49,305,311 Total 208,585,149 183,889,406 Significantaccountingpolicies 22 Notestofinancialstatements 1to23 GRAND TOTAL 1,403,525,324 1,514,930,080

Particulars Note No. As at 31st March 2017

(Amount in Rs.)

As at 31st March 2016

(Amount in Rs.)

As per our report of even date For and on behalf of the Board of For DEEPAK MARU & CO. EURO MULTIVISION LIMITED ICAI Firm Registration No. 115678W Chartered Accountants Jaymin Shah Hitesh Shah Rajababu KallaPartner Chairman&WholeTimeDirector CheifFinancialOfficerMembership Number - 118113 DIN: 00043059 Place : Mumbai Place : Mumbai Date : May 30, 2017 Date : May 30, 2017


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STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENED MARCH 31, 2017

INCOME

Revenue from operations (Net) 15 215,664,506 245,646,629

Less:Excise duty and cess 50,538 4,768,593

215,613,968 240,878,036

Other income 16 23,825,128 8,410,616

Total 239,439,096 249,288,652

EXPENSES

Cost of raw materials consumed 17 170,612,389 71,667,348

Purchase of traded goods 18 - 110,018,498

(Increase)/Decreaseininventoriesoffinishedgoods, work in progress and traded goods 18 (35,643,114) 7,696,669

Employeesbenefitexpense 19 26,575,336 20,581,385

Other expense 20 52,509,252 41,046,887

Total 214,053,863 251,010,787

Earnings Before Interest, Tax and Depreciation (EBITDA) 25,385,233 (1,722,135)

Finance cost 21 3,949,526 469,866,971

Depreciation & Amortization 7 139,604,730 140,905,209

Profit Before Exceptional Items and Tax (118,169,023) (612,494,315)

Exceptional Items -

Profit / (Loss) before tax for the period (PBT) (118,169,023) (612,494,315)

Tax expenses

Prior period tax - -

Current tax - -

Deferred tax - -

Profit / (Loss) for the period from continuing operations (118,169,023) (612,494,315)

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

Basic (4.97) (25.74)

Diluted (4.97) (25.74)

Significantaccountingpolicies 22

Notesonfinancialstatementasperourreportofevendate 1to23

Particulars Note No. For the year ended March 2017

(Amount in Rs.)

For the year ended March 2016

(Amount in Rs.)



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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

Cash flow from operating activities NetProfitbeforetaxandextraordinaryitems (118,169,023) (612,494,315) Adjustments for : Depreciation 139,604,730 140,905,209 Interest Expense 3,949,526 469,866,971 Loss on Sale of Fixed Assets 74,215 - Other Income (6,442,711) (7,657,566) Dividend Received - 137,185,760 - 603,114,614 Operatingprofitbeforeworkingcapitalchanges 19,016,737 (9,379,701) Adjustments for: Decrease / (Increase) Trade & other receivables 1,554,945 5,910,639 Decrease / (Increase) Inventories (18,377,667) 11,086,624 Decrease / (Increase) Other Current Assets (6,408,823) (873,269) Increase / (Decrease) Trade Payables and Current Liabilities 31,982,706 8,751,161 465,019,102 481,143,096 Cash generated from operations 27,767,898 471,763,395 Direct tax - - Cashflowbeforeexceptionalitems 27,767,898 471,763,395 Exceptional items - - Net cash from operating activities 27,767,898 471,763,395 Cash flow from investing activities Purchaseoffixedassets (2,656,978) - Sale/Disposaloffixedassets 100,000 - Net cash used in investing activities (2,556,978) - Cash flow from financing activities Repayment of Borrowings (25,218,438) (6,712,850) Finance Cost (3,949,526) (469,866,971) Other Expenses (48,001) - Other Income 6,442,711 7,657,566 Netcashusedinfinancingactivities (22,773,254) (468,922,255)Net increase in cash and cash equivalents 2,437,666 2,841,140 Cash and Cash equivalents as at the beginning of the year 26,798,650 23,957,510 Cash and Cash equivalents as at the end of the year 29,236,316 26,798,650

ParticularsAs at 31st March 2017

(Amount in Rs.)As at 31st March 2016

(Amount in Rs.)



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NOTES FORMING PART OF THE BALANCE SHEET



(Amount in Rs.)

NOTE - 1 SHARE CAPITALAuthorized 2,81,50,000 Equity shares of Rs.10 each 281,500,000 281,500,000 1,85,000 - 5 % Cumulative Redeemable Preference 18,500,000 18,500,000 Shares of Rs.100/- each 300,000,000 300,000,000

Issued, Subscribed and fully paid up 2,38,00,049 equity shares of face value of Rs.10/- each 238,000,490 238,000,490 238,000,490 238,000,490

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

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

Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote pershare.NodividendswereproposedbytheBoardofDirectorsforthefinancialyear2016-2017.Intheeventofliquidationofthecompany,equity shareholders will be entitled to receive remaining assets in proportion to the number of shares held by them. Terms / Rights attached to Preference Shares

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

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

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

Surplus / (Deficit) Opening balance (3,499,106,065) (2,886,611,750)Add:(Net loss) for the year (118,169,023) (612,494,315)Closing balance (3,617,275,088) (3,499,106,065)Total (3,045,271,903) (2,927,102,880)


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(Amount in Rs.)

NOTE - 3 LONG TERM BORROWINGS SECURED LOANS Current Non-Current Current Non-Current Term loans from banks - The Cosmos Co-op Bank Ltd 458,781,052 - 458,781,052 - - State Bank of India 919,426,759 - 919,426,759 - Total 1,378,207,811 - 1,378,207,811 - Other loans - 144,640,861 - 169,859,299 Total long term borrowings 1,378,207,811 144,640,861 1,378,207,811 169,859,299

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

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

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

• Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedasonMarch31,2012,andbeingmandatory,hadfiledthereferenceU/s15(1)ofSickIndustrialCompanies(SpecialProvisions)Act,1985beforetheHon’bleBoard for Industrial & Financial Reconstruction (BIFR). The above reference had duly been registered by the learned Registrar of Hon’ble BIFR.

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

• UnsecuredLoansclassifiedasloansfromrelatedpartiesifany,andotherloansandadvancescarriesinterestratenotexceeding12%p.a.

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

• The sanctioned Term Loan of Rs.33,75,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest @ 13.00% p.a., subject to revision at the bank’s discretion based on the changes in base rate, is repayable in 60 monthly instalments of Rs.76,80,000/- each alongwith interest. The principal outstanding is due since January 2011 and interest is outstanding since March 2011.

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

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

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

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


67


NOTE - 4

Particulars As at March 31, 2017 (Amount in Rs.)

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

SHORT TERM BORROWINGS

SECURED LOANS

Loans repayable on demand

Cash Credit facilties from

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

Total 649,053,730 649,053,730

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

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

• Inthefinancialyear2012-2013,theCompanyonthebasisoftheauditedaccountsforthefinancialyearendedasonMarch31,2012,andbeingmandatory,hadfiledthereferenceU/s15(1)ofSickIndustrialCompanies(SpecialProvisions)Act,1985beforetheHon’bleBoard for Industrial & Financial Reconstruction (BIFR). The above reference duly had been registered by the learned Registrar of Hon’ble BIFR.

• Secured on pari-passu basis, by hypothecation and mortgage of current assets of the company i.e stocks of raw materials, stocks in process,finishedgoods,stores,spares,bookdebtsetc.towardsitsOpticalDiscUnitandSolarCellsUnit(inSpecialEconomicZone)atBhachau, Kutch, Gujarat and by way of personal guaratees of erstwhile Promoters / Directors of the Company.

• The sanctioned cash credit facility of Rs.16,65,00,000/- from The Cosmos Co-op Bank Ltd, carrying interest (subject to revision 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.16,28,56,199/-.

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

NOTE - 5



OTHER CURRENT LIABILITIES

Current maturities of long term borrowings

Term loan - The Cosmos Co-op Bank Ltd. 458,781,052 458,781,052

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

Interest accrued & due on term loans 1,473,424,908 1,473,424,908

Interest accrued & due on working capital 483,345,766 483,345,766

Advance received from customers 36,691,346 23,417,787

Statutory dues payable 189,045 284,925

Credit card payments 61,441 145,082

Retention money payable 1,500,000 1,500,000

Total 3,373,420,317 3,360,326,279


68

NOTE - 6



SHORT TERM PROVISION

Provision for expenses

Provision for salaries & wages 1,387,375 1,940,276

Provision for leave salaries & bonus 1,429,906 963,881

Provision for provident fund 48,352 313,962

Provision for Gratuity 2,586,210 1,148,705

Provision for other expenses 2,017,118 2,169,333

Provision for Tax

Provision for Income Tax (MAT), FBT 2,038,330 2,038,330

Total 9,507,291 8,574,487

NOTE - 8



NON CURRENT INVESTMENTS (AT COST)

Long term investments:

Non-trade and unquoted:

Investment in equity instruments

1000 Equity shares of Rs.100 each of Cosmos Co-op. Bank Limited 100,000 100,000

Total 100,000 100,000

NOTE - 9



LOANS AND ADVANCES

Long term

Income tax / FBT advances 6,988,213 6,014,745

MAT credit receivable 11,950,981 11,950,981

Excise duty refund receivable 1,936,003 1,936,003

Total 20,875,197 19,901,729

NOTE - 10



INVENTORIES

Finished goods 10,763,082 4,586,290

Workinprogressandsemifinishedgoods 30,094,819 628,496

Raw materials 4,733,241 34,282,407

Packing material 15,421,091 3,137,373

Total 61,012,233 42,634,566



69

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2,86

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27,6

82,6

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- 3,

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70

NOTE - 11



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

- 34633731

-6451583

34633731 6451583

- 25,459,620

- 25,459,620

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

60,093,351 61,648,296

NOTE - 12



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

308,117

1,192,199

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

60,416

(997,766)

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

Total 29,236,316 26,798,650

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

NOTE - 12.1

Particulars SBNs Other Denomination Notes Total

Closing Cash in hand as on 08-11-2016 1,037,500 231,438 1,268,938

(+) Permitted Receipts 174,000 15,840 189,840

(-) Permitted Payments 174,000 62,652 236,652

(-) Amount Deposited in Banks 1,037,500 - 1,037,500

Closing Cash in hand as on 30-12-2016 - 184,626 184,626


(Amount in Rs.)


71


NOTE - 13



SHORT TERM LOANS AND ADVANCES

Prepaid Insurance 119,769 4,463

Prepaid expenses 29,900 29,770

Staff advances 2,798,480 1,162,532

Insurance A/c - 982

RG 23 Part II (Excise) 112,871 144,848

Interest accrued and receivable on security deposit 359,473 394,260

Advances to suppliers 2,990,692 1,765,728

Other short term loans and advances 46,164 -

Total 6,457,349 3,502,583

13.1 Disclosure as per Clause 32 of Listing Agreement (a) Loans and Advances in the nature of loan given to Related Parties or Subsidiaries

Particulars As at March 31, 2017

As at March 31, 2016

Maximum Amount due at any time during

the Year Ended March 31, 2017

Maximum Amount due at any time during the Year

Ended March 31, 2016

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

- - - -

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

Particulars As at March 31, 2017

As at March 31, 2016

Maximum Amount due at any time during the

Year Ended March 31, 2017

Maximum Amount due at any time during the Year

Ended March 31, 2016

Rs. Rs. Rs. Rs.

Employee Loan given in the ordinary course of the business and as per the service rules of the Company, where there are no repayment schedule and no interest or at an interest rate belowwhichisspecifiedinSection186oftheCompanies Act, 2013

2,798,480 1,162,532 2,499,682 778,574

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

NOTE - 14



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

34,474,732 11,612,489 5,698,679

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

Total 51,785,900 49,305,311


72

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNT

NOTE - 15

Particulars For the year ended March 31, 2017 (Amount in Rs.)

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

REVENUE FROM OPERATIONSSale of Products

Finished goodsTraded goodsRevenue from operations (Gross)Less:Excise duty and cessRevenue from operations (Net)

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

Traded goods sold/Job WorkSolar Photovoltaic Cells

Other Operating Income Commission on Solar Cells DealsTotal Total

204,196,226 78,438

204,274,664 50,538

204,224,126

540,750 203,683,376 204,224,126

78,438

11,389,842 11,389,842

215,613,968

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

4,768,593 230,559,075

40,331,409 190,227,666 230,559,075

118,117,887

10,318,961 10,318,961

240,878,036

NOTE - 16

Particulars For the year endedMarch 31, 2017(Amount in Rs.)

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

OTHER INCOMEConsultancy ServicesBooth Design Charges at ExhibitionProvision of Doubtful Debts ReversedInterest received / accrued on bank deposits Interest received from othersInterest received on security depositMisc. Sales at BhachauTotal

2,500,000

- 12,757,234

2,547,317 4,625,183

399,414 995,980

- 520,000

- 7,219,499

- 438,067 233,050

23,825,128 8,410,616


73

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNT

NOTE - 17



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

Add : PurchasesRaw materialsPacking materialsTotal

Inventories at the end of the yearRaw materialsPacking materialsTotal Cost of Raw Materials consumed

34,282,407 3,137,373

37,584,843 3,224,891

37,419,780 40,809,734

153,314,159 32,782

67,035,908 1,241,486

153,346,941 68,277,394

17,128,791 3,025,541

34,282,407 3,137,373

20,154,332 37,419,780

170,612,389 71,667,348

NOTE - 18



(INCREASE) / DECREASE IN INVENTORIES

Inventories at the beginning of the yearFinished goods 4,586,290 8,657,567 Semifinishedgoods/WIP 628,496 4,253,888 Traded goods - - Total 5,214,786 12,911,455 Inventories at the end of the yearFinished goods 10,763,081 4,586,290 Semifinishedgoods/WIP 30,094,819 628,496 Traded goods - - Total 40,857,900 5,214,786

35,643,114 (7,696,669)Details of purchase of traded goodsSolar photovoltaic cells - 110,018,498 Total - 110,018,498

Details of inventoryFinished goodsOptical discs 2,901,106 3,603,310 Solar photovoltaic cells 7,281,709 402,714 Total 10,182,815 4,006,024

Traded goodsSolar photovoltaic cells - 580,266 Total - 580,266


74

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNTNOTE - 19


For the year ended March 31, 2016

(Amount in Rs.)

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

23,356,804 136,858

1,437,505 66,084

1,519,012 59,073

18,160,677 165,365

27,280 213,318

2,014,745 -

26,575,336 20,581,385

NOTE - 20



OTHER EXPENSE

Power & fuel 26,471,253 23,728,217

Freight & transport charges 2,152,721 858,698

Consumables of spares,electricals & others 5,983,298 1,178,333

Labour charges 1,528,115 1,049,213

Miscellaneous expenses 1,788,476 1,299,275

Tank Facility & Gas Management Charges 420,000 380,000

Conveyance & travelling 1,094,963 668,040

Fees & subscription 2,105,445 2,518,372

Insurance charges 166,690 99,663

Rates and taxes 156,004 446,568

Repairs & maintenance

- Plant & machinery 633,436 259,734

- Building 5,550 152,840

- Others 435,882 232,970

Auditors remuneration 500,000 400,000

Books & periodical 2,360 505

Motor vehicle expenses 927,891 963,173

Postage & telegram charges 96,704 37,292

Printing & stationery 160,022 129,015

Security expenses 1,241,270 1,339,914

Excise duty and service tax expenses 2,845,421 1,775,263

Telephone expenses 521,453 490,014

Advertising and sales promotion expenses 175,775 124,955

Directors Remuneration 1,600,000 1,400,000

Electricity expenses 140,000 159,108

Rent 1,257,500 1,338,752

Loss on Sale of Fixed Assets 74,215 -

Officeexpenses 24,808 16,973

Total 52,509,252 41,046,887

Payment to auditors

Audit fees 325,000 225,000

Other services 175,000 175,000

Total 500,000 400,000


75

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS ACCOUNTNOTE - 21

Particulars For the year endedMarch 31, 2017(Amount in Rs.)

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

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

3,390,258270,447 288,821

471,861,810 343,399

(2,338,238)

3,949,526 469,866,971

NOTE - 22 (a) Corporate Information Euro Multivision Limited (the Company) is a public company domiciled in India and incorporated under the provision of the Companies

Act,1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the manufacturing and selling of Optical Discs and Solar Photovoltaic Cells. The company caters to both domestic and international markets.

(b) Basis of preparation ThesefinancialstatementshavebeenpreparedinaccordancewiththegenerallyacceptedaccountingprinciplesinIndiaunderthehis-torical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendationoftheNationalFinancialReportingAuthority,theexistingAccountingStandardsnotifiedundertheCompaniesAct,1956shallcontinuetoapply.Consequently,thesefinancialstatementshavebeenpreparedtocomplyinallmaterialaspectswiththeAccountingStandardsnotifiedundersection211(3C)oftheCompaniesAct,1956[Companies(AccountingStandards)Rules,2006,asamended]andother relevant provisions of the Companies Act, 2013.

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

ofsignificantuncertainties.

• Financialstatementsarepreparedunderthehistoricalcostconvention.Thesecostsarenotadjustedtoreflecttheimpactofchangingvalue in the purchasing power of money.

• EstimatesandassumptionsusedinthepreparationofthefinancialstatementsanddisclosuresarebaseduponManagement’seval-uationoftherelevantfactsandcircumstancesasofthedateofthefinancialstatements,whichmaydifferfromtheactualresultsatasubsequent date.

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

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

Subsequentexpenditurerelatedtoanitemoffixedassetisaddedtoitsbookvalueonlyifitincreasesthefuturebenefitsfromtheexistingassetbeyonditspreviouslyassessedstandardofperformance.Allotherexpensesonexistingfixedassets,includingdaytodayrepairandmaintenanceexpenditureandcostofreplacingparts,arechargedtothestatementofprofitandlossfortheperiodduringwhichsuchexpenses are incurred.

(e) Depreciation/Amortization Tangible Assets • Depreciation is provided on a pro rata basis on the straight line method (SLM method) over the useful lives of the respective assets

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

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

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

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

SIGNIFICANT ACCOUNTING POLICIES AS AT MARCH 31, 2017


76


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

mentsunderoperatingleasesarerecognisedinProfitandLossAccountonastraight-linebasisoverthetermofthelease.

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

(h) Impairment of Asset The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal / exter-nal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amountisthegreateroftheasset’snetsellingpriceandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsaredis-counted to their present value at the weighted average cost of capital. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

(i) Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investment are made,areclassifiedascurrentinvestments.Allotherinvestmentsareclassifiedaslongterminvetments.Longterminvestmentsarestatedat cost of acquisition. Diminution in value of such long term investments is not provided for except where determined to be of permanent nature.

(j) Inventories Items of inventories are measured after providing for obsolescence,if any. Cost of inventories comprises of cost of purchases, cost of es-

timated conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition.

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

(ii) Finished Goods - Valued at material cost plus estimated conversion cost

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

(k) Cash Flow Statement

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

(l) Revenue Recognition Revenueisrecognisedtotheextentthatitisprobablethateconomicbenefitswillflowtothecompanyandtherevenuecanbereliably

measured.Revenuefromsaleofgoodsisrecognizedwhenall thesignificantrisksandrewardsofownershipof thegoodshavebeenpassed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the gov-ernmentand,therefore,thesearenoteconomicbenefitsflowingtothecompany.Hence,theyareexcludedfromrevenue.Dividendincomeis recognised when right to receive is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and rate applicable.

(m) Foreign Currency transactions

• Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction.

• Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of items which are covered by forward exchange contracts, the difference between the year end rate and rate on the date of the contract is recognised as exchange difference and the premium paid on forward contracts is recognised over the life of the contract.

• Non monetary foreign currency items are carried at cost.

• AnyincomeorexpenseonaccountofexchangedifferenceeitheronsettlementorontranslationisrecognisedintheProfitandLossaccountexceptincaseoflongtermliabilities,wheretheyrelatetoacquisitionoffixedassets,inwhichcasetheyareadjustedtothecarrying cost of such assets.


77


(n) Employee Benefits

ShorttermemployeebenefitsarerecognisedasanexpenseattheundiscountedamountintheProfitandLossaccountoftheyearinwhichthe related service is rendered.

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

Provident Fund

EligibleEmployeesofEuroMultivisionLtdatplantreceivebenefitsfromprovident fund,which isadefinedcontributionplan.Boththeemployeeandthecompanymakemonthlycontributionstotheprovidentfundequaltoaspecifiedpercentageofthecoveredemployee’ssalary.

Employees Group Insurance Scheme

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

Leave Encashments

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

(o) Taxes on Income

ProvisionforcurrenttaxismadeaftertakingintoconsiderationbenefitsadmissibleundertheprovisionsoftheIncome-taxAct,1961.De-ferred tax resulting from ‘’timing difference’’ between taxable and accounting income is accounted for using the tax rates and laws that are enacted of substantively enacted as on the balance sheet date. Deferred tax asset is recognised and carried forward only to the extent that there is virtual certainty that the asset will be realised in future.

Minimum Alternate Tax (MAT) eligible for set-off in subsequent years (as per tax laws), is recognised as an asset by way of credit to the ProfitandLossAccountonlyifthereisconvincingevidenceofitsrealisation.AteachBalanceSheetdate,thecarryingamountofMATCredit Entitlement receivable is reviewed to reassure realisation.

(p) Earnings per share

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

(q) Provisions and Contingent Liabilities

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


78

NOTE - 23

1 Related Party TransactionsRelated parties during the year March 31, 2017:

(a) Directors / Key Managerial Personnel (1) Mr.Hitesh Shah (2) Mr.Rajababu Kalla (CFO) W.e.f 30-09-2016: (3) Mr.Navin P Nandu (4) Mr.Margen V Gada

(5) Mrs.Lata T Mehta Upto 30-09-2016: (6) Mr.Anish Shah (7) Mr.Hansraj Gala (8) Mr.Sanjay Nandu (9) Mrs.Forum Shah

(b) Relatives of Directors/Key Managerial Personnel

(1) Mrs.Manjari H Shah (2) Mrs.Sushila H. Gala (3) Mrs.Kavita Vyas

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

(1) Gurukul Enterprises Private Limited (2) Disti Multimedia & Communications Pvt Ltd (3) Monex Stationers (4) Roofsol Energy Pvt Ltd (5) Lyons Tehnologies Ltd

Note :RelatedpartyrelationshiphavebeenidentifiedbythemanagementandrelieduponbytheAuditors.

Sr No.

Particulars As at March 31, 2017 (Amount In Rs.)

Total Directors Key Managerial Personnel

Relatives of Directors

/ Key Manageral Personnel

Enterprise Having common Key Management

Personnel and/or their relatives as the Reporting

Enterprises

(a) Remuneration of Directors

Mr.Rajababu Kalla [Upto July 18th, 2016] 1,600,000 1,600,000 - - -

(b) Remuneration of Key Managerial Personnel

Mr.Rajababu Kalla [w.e.f July 18th, 2016] 1,249,998 - 1,249,998 - -

Total 2,849,998 1,600,000 1,249,998 - -

(c) Loans and Advances Taken #

Directors

Mr.Hitesh Shah 62,918,817 62,918,817 - - -


Mrs.Manjari Hitesh Shah 100,000 - - 100,000 -

Total 63,018,817 62,918,817 - 100,000 -

(d) Associate Concerns

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

Lyons Tehnologies Ltd 17,783,593 - - - 17,783,593

Roofsol Energy Pvt Ltd (18,661) - - - (18,661)

Total 32,275,515 - - - 32,275,515

# Represents Closing Balances as at period end

NOTES FORMING PART OF ACCOUNTS AS AT MARCH 31, 2017


79

Sr No.

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

Total Directors Key Managerial Personnel


/ Key Manageral Personnel

Enterprise Having common Key Management

Personnel and/or their relatives as the Reporting

Enterprises

(a) Remuneration of Directors

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

(b) Remuneration of Key Managerial Personnel

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

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

(c) Loans and Advances Taken #


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

Kavita Vyas 900,000 - - 900,000

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

(d) Associate Concerns

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

Disti Multimedia & Communications Pvt Ltd 30,172,033 - - - 30,172,033

Monex Stationers 11,143 - - - 11,143

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

# Represents Closing Balances as at period end.


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

[A] Defined Contribution Plan:

TheCompanyhasrecognizedthefollowingamountsinProfit&LossAccountascontributionstofunds

Particulars 2016-2017 2015-2016

Employer’s Contribution to Provident Fund 123,348 148,909

Employer’s Contribution to Employee’s State Insurance - -


80

NOTES FORMING PART OF ACCOUNTS AS AT MARCH 31, 2017[B] Defined Benefit Plan :

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

Particulars Gratuity (Rs.) Leave Encashments (Rs.)

2017 2016 2017 2016

[I] Changes in the present value of obligations

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

Interest cost 90,977 136,089 19,452 35,525

Current service cost 376,056 162,338 288,150 93,264

Benefitspaid - - - -

Acturial (gain)/loss on obligations 970,472 (868,012) 12,067 (331,720)

Present value of obligations as at the end of the year 2,586,210 1,148,705 565,280 245,611

[II] Changes in the fair value of plan assets

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

Expected return on plan assets - - - -

Employer's contributions - - - -

Benefitspaid - - - -

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

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

Acturial gain/(loss) to be recognized 970,472 (868,012) 12,067 (331,720)

[III] Actual return on plan assets


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

Actual return on plan assets - - - -

[IV] Amount to be recognized in the balance sheet

Present value of obligations as at the end of the year 2,586,210 1,148,705 565,280 245,611

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

Liability to be recognized in the balance sheet 2,586,210 1,148,705 565,280 245,611

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

Interest cost 90,977 136,089 19,452 35,525

Current service cost 376,056 162,338 288,150 93,264


Acturial gain/(loss) to be recognized 970,472 (868,012) 12,067 (331,720)

Amounttoberecognizedintheprofit&lossaccount 1,437,505 (569,585) (295,535) (460,509)

[VI] Balance sheet reconcilliation

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

Amounttoberecognizedintheprofit&lossaccount 1,437,505 (569,585) (295,535) (460,509)

Employer's contributions - - - -

Liability to be recognized in the balance sheet 2,586,210 1,148,705 541,146 909,051

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

Discount rate (%) 7.40% 7.92% 7.40% 7.92%

Salary escalation (%) 8.00% 8.00% 8%F5Y 8%F5Y

Theestimatedfuturesalaryincreasestakeaccountofinflation,seniority,promotionandotherretirementfactorssuchassupplyanddemandin the employment market.


81

3 Disclosure in pursuant to AS-19 Leases (Amount In Rs.)

Operating Lease

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

Particulars 2016-2017 2015-2016

Lease rentals recognized during the year 622,500 600,000

Lease obligations payable

- Within one year of the balance sheet date 690,000 622,500

-Dueinaperiodbetweenoneyearandfiveyears 517,500 1,207,500

-Dueafterfiveyears - -

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

Particulars Optical Discs Solar Photovoltaic Cells Total

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

(a) Revenue

External sales (Net of excise duty) 540,750 126,877,848 203,604,938 72,109,779 204,145,688 198,987,627

Trading sales / Job Work - 31,571,448 78,438 - 78,438 31,571,448

Inter-segment sales - - - - - -

Total 540,750 158,449,296 203,683,376 72,109,779 204,224,126 230,559,075

(b) Segment results (PBIT) (2,423,515) (31,096,613) (116,421,165) (111,530,731) (118,844,680) (142,627,344)

Less:Interest&financialcharges 568,587 73,317,368 (1,244,244) 396,549,603 (675,657) 469,866,971

Less: Unallocable expenses net of unallocable income

- - - - - -

Profitbeforetax (2,992,102) (104,413,981) (115,176,921) (508,080,334) (118,169,023) (612,494,315)

Segment assets 363,242,146 438,629,434 1,040,283,177 1,089,057,880 1,403,525,323 1,527,687,314

Segment liabilities 343,218,493 390,395,241 1,688,650,247 1,622,248,027 2,031,868,740 2,012,643,268

Net assets 20,023,653 48,234,193 (648,367,070) (533,190,147) (628,343,417) (484,955,953)

Secondary segments (Geographical segments)

Particulars 2016-2017 2015-2016

The distribution of Company’s sales by geographical market is as under:

Domestic-Manufacturing

Optical discs 540,750 40,331,409

Solar photovoltaic cells 203,604,938 72,109,779

204,145,688 112,441,188

Domestic-Trading

Solar photovoltaic cells 78,438 31,571,448

78,438 31,571,448

Overseas

Solar photovoltaic cells - 86,546,439

- 86,546,439

204,224,126 230,559,075


(Amount In Rs.)

(Amount In Rs.)


82

5 Earnings Per Share

Particulars March 31, 2017 March 31, 2016

Number of equity shares at the beginning of the year 23,800,049 23,800,049

Number of equity shares at the end of the year 23,800,049 23,800,049

Weighted average number of shares at the end of the year (A) 23,800,049 23,800,049

Netprofitaftertaxavailableforequityshareholders(B) (118,169,023) (612,494,315)

Basic Earning per share (Rs.) (Face value- Rs. 10each) (C = B / A ) (4.97) (25.74)

Diluted Earning per share (Rs.) (Face value- Rs. 10each) (C = B / A ) (4.97) (25.74) 6 Duringtheyears2011-2012and2012-2013,theCompanyhadincurredsignificantlosseswhichhadresultedinerosionofitsnetworth.The

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

Consequently,theCompanyreceivedsummons/noticefromtheofficeofDebtRecoveryTribunal-II,Ahmedabad,GujaratinresponsetotheapplicationfiledbyStateBankofIndiaBaroda,GujaratvideO.A.No.56/2012fortherecoveryoftheirloanunderSection19oftheRecovery of Debts due to Banks and Financial Institutions Act, 1993. The hearings of the said case is in process.

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

“Further, vide an order dated 4th March 2014, issued by Zilla Magistrate (Kutch-Bhuj) directing local Mamlatdar to take physical possesion of the said factory premises and to handover the same to State Bank of India.“

7 Going Concern

The years 2011-2012 to 2016-2017 have been challenging for the global solar cell manufacturers as well as the Indian manufacturers; whichontheonehandwitnessedsteepfallinsolarcellpricesandontheotherhandmarketfloodedwithproductsfromChineseandTai-wanese manufacturers which led to the growth of large Chinese manufacturers.

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

In the present situation, the Company is now considering sustainable business model with the various options to restructure the capital base including but not limited to approaching the lender banks for arbitraging the partial debt with equity, concessions and / or waiver in the interest along with haircuts in certain debt portion with an objective to bring it at a serviceable level. Considering the changed and new developmentstakingplaceintheSolarIndustryandasdetailedinthemanagementdiscussionanalysis,thefinancialstatementshavebeen prepared on the basis that the Company is a going concern.

8 Figuresofpreviousyearhavebeenregrouped/reclassifiedwherevernecessary.

9 Contingent Liabilities not provided for:

(a) The Company for its Optical Disc’s manufacturing unit, has imported various Capital Goods under the Export Promotion Capital goods Scheme (EPCG), of the Government of India, through various licenses, at concessional rates of Custom Duty on an undertaking to fulfill quantified exportswithin a period of eight years from the date of respective licenses.The customDuties so saved amounts toRs.25,38,56,218/-andthecorrespondingExportobligationason31stMarch17tobefulfilledisRs.191,21,59,657/-.IfthesaidExportisnot made within the stipulated time period; the company is required to pay the said saved Custom Duty together with interest @ 15% p.a. TheCompanyhadfilledareferencewithhon’bleBIFRpetitioningarelieffromexportobligationoftheCompany.FurthettheCompanyhasprovided in the past bank guarantees in favor of custom authorities amounting cumulatively to Rs.508,76,000 towards payment of custom duty on account of failure to satisfy such an export obligation.

(b) TheCompany’sSolarPhotovoltaicCellsmanufacturingunit islocatedinselfownedsectorspecificSpecialEconomicZone.Accordingto the SEZ Act, the units should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cumulativeblocksoffiveyears,startingfromthecommencementofproduction.Duetoglobaleconomicmeltdownandsteepfallindemandof Company’s products led to losses and thereby depleting working capital, the company could not achieve positive Net Foreign Exchange inthefirstblockoffiveyears,hencetheadjudicatingauthorityimposedapenaltyofRs.25.00CroresunderRule54oftheSEZRules2006



83

anddirectedtheadministrativetorenewtheLOAforfurtherperiodoffiveyears.TheCompanyhasfiledanappealtotheDirectorGeneralof Foreign Trade, New Delhi for waiver of the penalty imposed and the hearing for the same is in process.

Particulars March 31, 2017 March 31, 2016

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

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

* Note:- The Company falls under 1st Schedule to Central Excise Tariff Act, 1985 (5 of 1985). The unit was set up after 31-07-2001 and henceeligibleforExciseRefundbenefitenvisagedinNotificationNo:39/2001-CEdated31-07-2001asamended.TheCompanyalsodulyappliedtoCentralExciseDepartmentforavailingbenefitunderthesaidnotificationandtheDepartmentapprovedthesame.TheCompanycommencedcommercialproductionofitsfirstphaseon04-04-2005withfivemanufacturinglinesanddoubleditscapacityinJanuary2007byaddingfivemoremanufacturinglines.TheDepartmenttookthestandthattheeligibilityisonlyforthefirstphaseandwillnotbeappli-cablefortheexpansionphase.TheCompanywasdulyinreceiptofExciseRefundonthefirstfivelinestillthefinancialyear2007-2008,howeverfromfinancialyear2008-2009onwardstheDepartmentrejectedtheExciseRefundclaimevenforthefirstfivelines.

Thecompany,whiletakingstandthattheexcisebenefitshouldbemadeavailableforthesecondphaseaswell,providedforexciserefundonthefirstphaseonproportionatebasis.CurrentlythematterispendingwithCESTAT(Ahmedabad).TheCompanyhadrecognisedExciseRefund amount of Rs.63,41,853/- in the year 2008-2009 and Rs.86,67,688/- in the year 2009-2010 on this account, of which the company had received Rs.1,14,31,016/- as excise refund from the Central Excise Department and Rs.16,42,522/- were declared as non refundable by the Central Excise Department. Thus for the balance amount of excise refund recognised during the year 2009-10 of Rs.19,36,003/- will notmaterialiseiftheappealisnotdisposedofinfavourofthecompanyandthesameamountcontinuesforthecurrentfinancialyearalso.

(c) Claims against the Company not Acknowledged as Debts as on 31st March 2017 amounting to Rs. Nil.

10 Securedloansfromthebanksaresubjecttoconfirmation.

11 Thefollowingtermloan,cashcreditandEEFCcurrentaccountsaresubjecttoconfirmation:-

Bank Name & Address Account No.’s

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

Term Loan Account No.30081317216Term Loan Account No.31083458260Cash Credit Account No.30105861083

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

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

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

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

14 SundryDebtorsandCreditorsbalancesaresubjecttoconfirmation.


(Amount in Rs.)


84

15 Closing Stock Unit As at March 31, 2017 As at March 31, 2016

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

OPTICAL DISC UNIT

Finished goods Nos 168,400 2,901,106 284,666 3,603,310

Semifinishedgoods Nos 285 3,317 285 3,317

Work in progress 580,266 580,266

Scrap - -

Total 3,484,689 4,186,893

SOLAR PHOTOVOLTAIC CELLS UNIT

Finished goods Watts 323,345 7,081,256 - -

Work in progress 10,393,382 625,179

Scrap 200,453 402,714

Total 17,675,091 1,027,893

Total 21,159,780 5,214,786

16 Value of Imports On CIF Basis

Raw materials 27,210,921 5,910,336

Capital goods 4,711,226 -

Trading goods - 73,961,998

Total 31,922,147 79,872,334

17 Expenditure in foreign currency

Others 11,003 -

Total 11,003 -

18 Earnings in foreign exchange

Exports of goods on F.O.B basis - 86,564,966

Others 11,321,316 10,318,961

11,321,316 96,883,927

19 Details of Interest paid on Unsecured Loans to Managing Director

- -

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

- -

21 Disclosure regarding small scale industries

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

Nil Nil

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



85

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2017[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

I Sr. No. Particulars Audited Figures (As reported before

adjusting for qualifications)

Adjusted Figures (audited figures after adjusting for

qualifications)

1 Turnover / Total income 2220.57 2220.57

2 Total Expenditure 3402.26 8825.24

3 NetProfit/(Loss) (1181.69) (6604.67)

4 Earnings Per Share (4.97) (27.75)

5 Total Assets 14035.24 14035.24

6 Total Liabilities 42107.96 47530.94

7 Net Worth (28072.72) (33495.70)

8 Any other financial item(s) (As felt appropriate by the management)

Nil Nil

II AuditQualification

a. DetailsofAuditQualification

Refer Annexure

b. TypeofAuditQualification

c. FrequencyofQualification

d. ForAuditQualification(s)wheretheimpactisquantifiedbytheAuditor,Management’sview

e. ForAuditQualifications(s)wheretheimpactisnotquantifiedbytheAuditor

i. Management’s estimation on the impact of auditqualification

ii. If Management is unable to estimate the impact, reasons for the same

iii. Auditor’s comments on (i) or (ii) above.

III Signatories

Whole Time Director Hitesh Shah

CFO Rajababu Kalla

Audit Committee Chairman Navin Nandu

Auditor

For Deepak Maru & Co.Chartered Accountant

Firm Regn. No. 115678

CA Jaymin P. ShahPartner

Mem No. 118113

(Amount In Lakhs)


86

ANNEXURE TO STATEMENT ON IMPACT OF AUDIT QUALIFICATION FOR THE YEAR ENDED MARCH 31, 2017

Sr. No. Details of Audit Qualification Type of Audit Qualification

Frequency of Qualification

For Audit Qualifications where the impact is quantified by the auditor, management’s view

1 The Company’s financial facilities/arrangements including Term Loans, Working Capital Facilities and Non Fund Based Credit Facilities have expired and the accounts with the Banks have turned into Non Performing Assets since last more than 5 years.

The Company is unable to renegotiate, restructure or obtain replacement of financing arrangements and the bankshave initiated legal proceedings for the recovery from the Company u/s. 19 of the Debt Recovery Tribunal (DRT), u/s. 13(2) of the Securitization & Reconstruction of Financial Assets & Enforcement of Security (Second) Interest (SARFAESI) Act, 2002. In addition to this, the Company has been continuously incurring substantial losses since past few years and as on March 31, 2016, the Company’s current liabilities exceed its current assets by Rs. 38,575.71 lakhs. Further, the net worth of the Company has fully eroded andtheCompanyhadfiledforregistrationu/s. 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, before the Hon’ble Board for Industrial & Financial Reconstruction.

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

Qualified Repeat Considering the changes and new developments taking place in the solar industry, the management is optimistic about the better opportunity and turnaround of the Company.

2 The Company has not provided for interest on financing facilities amountingto Rs.1383.73 lakhs for the quarter ended 31st March, 2017 and Rs.5309.26 lakhs, for twelve months’ period ended 31st March 2017. Had the same been accounted for; the net loss (after tax) for the quarter ended 31st March, 2017, would have been increased by Rs.1383.73 lakhs and by Rs.5309.26 lakhs for twelve months’ period ended 31st March 2017.

Qualified Repeat The Company has been continuously striving to settle and negotiate its financial arrangementswith various lenders. The Company has from time and again approached the lenders with proposal of one time settlement and is of the view that the same shall be concluded successfully in near future.


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Sr. No. Details of Audit Qualification Type of Audit Qualification

Frequency of Qualification

For Audit Qualifications where the impact is quantified by the auditor, management’s view

3 The Company has not provided interest on unsecured loan amounting to Rs.113.72 lakhs (Previous year Rs.176.76 lakhs) for the year ended 31st March, 2017. Had the same been provided the loss for the year ending 31st March, 2017 will increase by Rs.113.72 lakhs (Previous year Rs.176.76 lakhs) and the corresponding liability will also increase by Rs.113.72 lakhs as at 31st March, 2017 (Previous year Rs.176.76 lakhs).

Qualified Repeat The Company has been continuously striving to settle and negotiate its financial arrangementswith various lenders. The Company has from time and again approached the lenders seeking more time.

4 The Company has not provided for impairment or diminishing value of its assets/investment as per ‘Accounting Standard 28 – Accounting for Impairment ofAssets’asnotifiedundertheCompanies(Accounting Standards) Rules, 2006 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. The effect of such Impairment or diminishing value has not been quantified by the managementand hence the same is not ascertainable.

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

5 The financial statements have beenprepared with regards to non-receipt of confirmation of balances from few ofthe debtors, Unsecured Loans, loans & advances, investments, banks, sundry creditors and other liabilities. Pending receiptof confirmationof thesebalancesand consequential reconciliations / adjustments, if any, the resultant impact on the financial statements is notascertainable.

Qualified Second Time N.A

6 The financial statements are preparedconsidering non-ascertainment of complete particulars of dues to Micro, Small and Medium enterprises, if any under MSMED Act, 2006

Qualified Second Time In view of the management, the impact will not be material.

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89

EURO MULTIVISION LIMITED (CIN: L32300MH2004PLC145995)

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

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

FOR KIND ATTENTION OF SHAREHOLDERSDear Shareholders,

As per the provisions of Section 88 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Company needs to update its ‘Register of Members’ to incorporate certain additional details, as are re-quired under the said provisions. Further, as per the “Green Initiative in the Corporate Governance” initiated by the Ministry of Corporate Affairs (MCA), vide its Circular No. 17/2011 dated 21/04/2011, the Company proposes to send all the notices, documents including Annual Report in electronic form to its members.

We, therefore request you to furnish the following details for updation of Register of Members and enable the Company to send all communication to you through electronic mode:

Folio No.

Name of the Shareholder

Father’s/Mother’s/Spouse’s Name

Address(RegisteredOfficeAddressincasetheMemberisa Body Corporate)

E-mail Id

PAN or CIN

UIN (Aadhar Number)

Occupation

Residential Status

Nationality

In case member is a minor, name of the guardian

Date of birth of the Member

Date : _________________________Place :

Signature of the Shareholder KindlysubmittheabovedetailsdulyfilledinandsignedattheappropriateplacetotheRegistrar&ShareTransferAgentofthe Company viz. (M/s. Link Intime India Private Limited ) “C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai, 400083”

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

Thanking you, For Euro Multivision Limited

Hitesh ShahChairman & Whole-time DirectorDIN: 00043059

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ATTENDANCE SLIP13TH ANNUAL GENERAL MEETING ON FRIDAY SEPTEMBER 29, 2017

Registered Folio / DP ID & Client ID

Name and address of the member(s)

Name of Joint Holder(s), if any

Number of shares held

I/we hereby record my/our presence at the 13th Annual General Meeting of the Company held at Gomantak Seva Sangh, 72/A Mahant Road Extension, Vile Parle(East), Mumbai 400 057 on Friday, September 29, 2017 at 12.00 Noon.

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

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

VerificationCounterattheENTRANCE OF THE MEETING HALL.

2. Please read the instructions for e-voting given along with Annual Report. The Voting period starts from Tuesday, September 26, 2017 at 9.00 a.m. and ends on Thursday, September 28, 2017 at 5.00 p.m. The voting module shall be disabled by CDSL for voting thereafter.

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FORM NO. MGT-11PROXY FORM

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

13th Annual General Meeting – Firiday, 29th September, 2017

Name of the member (s): ____________________________________________________________________

Registered address: ________________________________________________________________________

E-mail Id: _________________________________________________________________________________

Folio No/ Client Id: __________________________________________________________________________

DP ID: ___________________________________________________________________________________

I/We, being the member (s) of ________, shares of the above named Company hereby appoint:

(1) Name …………………………...................................................................................................………………….

Address……………………………………….. ……………………………………………….................................………

Email Id: ………...........……………………………. Signature………….............………………. or failing him;

(2) Name …………………………...................................................................................................………………….

Address……………………………………….. ……………………………………………….................................………

Email Id: ………...........……………………………. Signature………….............………………. or failing him

(3) Name …………………………...................................................................................................………………….

Address……………………………………….. ……………………………………………….................................………

Email Id: ………...........……………………………. Signature………….............……………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13th Annual General Meeting of the Company, to be held on the Friday, 29th September, 2017 at 12.00 p.m. at Gomantak Seva Sangh, 72/A, Mahant Road Extension, Vile Parle (East), Mumbai - 400 057 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

ITEM NO: RESOLUTIONS

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

For Against AbstainOrdinary Business:

1. Ordinary Resolution for adoption of Audited Financial Statements for the year ended 31st March, 2017 and the Reports of the Directors’ and of the Auditors’ thereon.

2. Ordinary Resolution for appoint a Director in place of Mr. Hitesh Shah (DIN: 00043059), Whole-time Director, who retires by rotation and being eligible, offers himself for re-appointment

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

Special Business:

4. Ordinary Resolution for approval of Related Party Transactions.

Signed this______ day of_____ 2017

Signature of member _______________________

Signature of proxy holder(s)_______________________

Note:1. ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeofthe

Company, not less than 48 hours before the commencement of the Meeting.

2. It is optional to indicate your preference. If you leave the for, against and abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deemed appropriate.

AffixRevenue

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NOTE

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