Euro Multivision Ltd Directors Report.
Euro Multivision Limited
Your Directors are hereby to present the Fifteen (15 ) Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31 March, 2019.
|(Rs. In Lakhs)|
|Particulars||For the Year ended 31 March, 2019||For the Year ended 31 March, 2018|
|1 Total Revenue (Net)||869.77||1,246.00|
|2 Profit before Depreciation & Amortization Expenses,|
|Finance Cost and Tax||(166.36)||(319.13)|
|3 Less : Depreciation and Amortization Expenses||1,393.75||1,396.30|
|4 Profit before Tax||(1,563.64)||(1,718.88)|
|5 Less: Current Tax / Earlier Years Tax||138.84||-|
|6 Profit after Tax||(1,702.48)||(1,718.88)|
|7 Other Comprehensive Income||4.33||(7.19)|
|8 Balance of Profit as per last Balance Sheet||(37,898.83)||(36,172.26)|
|9 Balance Available for Appropriation||(39,596.98)||(37,898.83)|
|10 Bonus Shares issued||-||-|
|11 Rate of Paid Dividend||-||-|
|12 Dividend paid||-||-|
|13 Tax on Dividend||-||-|
|14 Transfer to General Reserve||-||-|
|15 Balance of Profit carried to Balance Sheet||(39,597.30)||(37,898.83)|
The total revenue (net) of the Company for the year ended 31 March, 2019, decreased by 30.20% and stood at Rs. 869.77 Lakhs as against Rs. 1,246.00 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. During the year, the Company has incurred loss of Rs. 1,698.15 lakhs as against loss of Rs.1,726.07 Lakhs in the previous year. The Company has not provided for interest on financing facilities from secured lenders-banks which is yet subject to
confirmation and / or settlement, amounting to Rs. 6,684.83 lakhs, for the year ended 31 March 2019. Had the same been accounted for; the net loss (after tax), would have been increased by Rs. 6,684.83 lakhs for the year ended 31 March 2019. Hence, the resultant turnover and income for the year under review was lower than that expected by the management.
TRANSFER TO RESERVE:
During the year under review, no amount was transferred to Reserve.
STATE OF THE COMPANYS AFFAIRS:
Make in Indias campaign, has formed an ideal base for Indias manufacturing segment, but for sustainable growth India needs to accommodate best prevailing practices followed by established manufacturing countries across world.
The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The products in which the Company is dealing, is facing cut throat competition. The supply pressure in the market is leading to the buyers market and price erosion. At the same time, the costs have increased due to inflation in the economy and devaluation of Rupee against the foreign currencies. Due to this, the Company is currently facing liquidity mismatch wherein it is not generating enough cash flows to meet its debt obligations on time. 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 of 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.
PERFORMANCE OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES:
As on 31 March, 2019, the Company does not have any Subsidiary, Associate or Joint Venture company.
India today stands among the top five countries in the world in terms of renewable energy capacity, thus your Company projects potential in the future. To catch up with the growing opportunities in the Solar PV Sector the challenge before your Company is to reduce the per unit cost. Hence, there is a continuous need to innovate to increase efficiencies and bring down costs. As the industry being such that the technology and product efficiency upgradation is at the faster pace, your Company needs to be at par with international standards for product quality in order to remain competitive in the Market.
There was no change in the Share Capital of the Company during the year 2018-19. The paid up equity share capital of your Company as on 31 March, 2019 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 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). The Company has paid the requisite listing fees to the respective Stock Exchanges for the financial year 2018-19.
In view of accumulated losses, your Directors do not recommend any dividend for the financial year 2018-2019.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014.
HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on 31 March, 2019, the Company does not have any Subsidiary, Associate or Joint Venture company. Hence, preparation of consolidated financial statements and statement containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 in Form MGT 9 is appended to this Report as "Annexure I".
Further, pursuant to the provisions of Section 134(3)(a), the annual return of the Company for the year under review shall be made available on the website of the Company viz. www.euromultivision.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to 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, retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (AGM). The Notice convening the forthcoming AGM includes the proposal for reappointment of aforesaid Director alongwith brief resume and other details as required under the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
Further, as recommended by the Nomination & Remuneration Committee, Mr. Abhishek Manchekar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 13 June, 2019, by the Board of Directors.
The Company has received the declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Act, states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. 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.
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 hereby state that:
1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31 March, 2019 and of the loss of the Company for that period;
3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from the other business of the Board.
During the year under review, the Board met 5 (five) 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 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
COMMITTEES OF THE BOARD:
The Board has constituted its Committees in accordance with the provisions of the Companies Act, 2013 and as per the Listing Regulations. There are currently three Committees of the Board, which are stated 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 2018-19, are provided in the "Report on Corporate Governance" which forms part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process.
The Composition of the Audit Committee is also given in the "Report on Corporate Governance" which forms part of this Annual Report.
As per the provisions of Section 139 of the Companies Act, 2013, Members of the Company at the 14 Annual General Meeting held on 28 September, 2018 had appointed M/s. Rasesh Shah & Associates, Chartered Accountants (Firm Registration No. 108671W) as the Statutory Auditors for a term of 5 years commencing from the conclusion of 14 Annual General Meeting till the conclusion of the 19 Annual General Meeting to be held in year 2023.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as the Statutory Auditors of the Company.
With reference to the observations made by the Statutory Auditors in their Report on the Audited Financial Statements form the year ended 31 March, 2019 your Directors would like to reply as under:
1. The Companys 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.
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), 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 31 March, 2019, the Companys current liabilities exceed its current assets by Rs. 40,623.69 lakhs. Further, the net-worth of the Company has fully eroded and the Company had filed for registration u/s. 15(1) of the erstwhile Sick Industrial Companies (Special Provisions) Act, 1985, before the erstwhile Honble Board for Industrial & Financial Reconstruction.
All the above events indicate a material uncertainty that casts a significant doubt on the Companys 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 has not been 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 banking credit facilities amounting to Rs. 6684.83 lakhs, for the year ended 31 March, 2019. Had the same been accounted for; the net loss (after tax) for the year ended March 31, 2019, would have been increased by Rs. 6684.83 lakhs.
The Company has been continuously striving to settle and negotiate its financial arrangements with 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.
3. The Company has not provided for impairment or diminishing value of its assets as per Indian Accounting Standard (Ind AS) 36 as specified under 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 impact of 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 amount, and there is no further diminution in the value of its assets/investment other than depreciation / amortization.
4. The financial statements have been prepared with regards to non-receipt of confirmation of balances from few of the debtors, Unsecured Loans, 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.
The Company has policy of confirming balances at least once in a year. However on account of non-receipt of adequate and timely response, the same is still in process.
5. The financial statements are prepared considering 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 Ind AS 37 - Provision, Contingent Liabilities and Contingent Assets.
In view of the management, the impact will not be material.
6. The Company for its Optical Discs manufacturing unit, had imported various Capital Goods under the Export Promotion Capital Goods Scheme (EPCG), of the Government of India, through various licenses, at concessional rates of Custom Duty on an undertaking to fulfill quantified exports within a period of eight years from the date of respective licenses. The Custom Duties so saved amounted to Rs. 2,538.56 lakh and the corresponding Export obligation to be fulfilled amounted to Rs. 20,308.50 lakhs, however as on 31 March, 2019, the Export obligation yet to be fulfilled amounted to Rs. 19,121.60 lakhs. The stipulated period of 8 years to fulfill Export obligation has already expired and the Company is required to pay the said saved Custom Duty together with interest @ 15% p.a. but the same has not been provided in books of accounts by the Company and the final liability is presently unascertainable.
The Company till date has not received any order quantifying the liability. In fact, the management has suo moto approached the appropriate authorities, surrendered the licenses and have lodged the counter claim for extinguishing their liability under the license in view of relevant zero duty notification. Hence the management is optimistic of positive outcome.
7. The Companys Solar Photovoltaic Cells manufacturing unit which is located in self-owned sector specific Special Economic Zone (SEZ). According to the SEZ Rules 2006, the units should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cumulative blocks of five years, starting from the commencement of production. The company could not achieve positive Net Foreign Exchange Earnings in the first block of five years, hence the Director General of Foreign Trade (DGFT) has imposed a penalty of Rs. 2,500.00 lakhs under Rule 54 of the SEZ Rules 2006, and the same has not been provided in books of accounts by the Company.
The Company has filed an appeal against the Order of honorable DGFT, New Delhi with the Commerce Secretary, Ministry of Corporate Affairs and is hopeful for positive outcome.
8. 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 has appointed Mr. Abhishek Manchekar as the Company Secretary and Compliance Officer w.e.f. 13 June, 2019.
9. 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, 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.
The non-compliances are unintentional and in absence of Whole time Company Secretary, the compliances were missed out inadvertently.
10. The Company has also accepted deposit in contravention to Section 73 read with Section 76 of the Companies Act, 2013.
The Company has borrowed sums to meet the working capital requirement of the Company. The compliances relating to the same were missed inadvertently on account of absence of Company Secretary.
11. Overdue receivables aggregating to Rs. 37.58 lakhs as on 31st March, 2019, towards purchase of goods included under "Trade Receivables" owed to the Company by its Foreign Customers due for more than 6 months as on 31 March, 2019. These balances have not been settled till 31 March, 2019. The Company is yet to make an application to the authorized dealer or Reserve Bank of India (RBI) for overdue receivable balances beyond the prescribed time limits in accordance with Foreign Exchange Management Act (FEMA). Any penalties that may be levied by RBI are presently not known and not given effect to in the IND AS financial statements.
The Company shall initiate the process for compliance of the same and approach RBI for approval of self write off.
12. The Company has interest free borrowings, classified under Non-Current Financial Liabilities, which are borrowed from various related parties and other lenders, the repayment terms of which have not been agreed between the Company and the lenders. The Company has not fair valued such sums received in accordance with the provisions of Ind AS 109 Financial Instrument and Ind AS 113 Fair Value Measurement. The effect of such treatment has not been quantified by the management and hence the same is not ascertainable.
The Company considers the same to be repayable on demand and hence no fair value is required to be done. Also, loans and borrowings are long outstanding and with no repayment terms.
13. The Company did not obtain actuarial report and had not made any provision for Gratuity and Leave Encashment for the year. The impact of such non-provisioning of liability is unascertainable on the results and also, relevant disclosures as required under Ind AS 15, Employees Benefit have not been given.
The Company did not obtain such valuation report as the Company is a sick unit and majority of the employees have left the Company. However the Company has not written off the complete amount as it expects the same to be payable to the employees.
14. The Company has on the basis of their internal evaluation, valued inventories at Rs.11.14 lakhs. In the absence of valuation report or other documentary evidence confirming net realizable value of inventories, we are unable to comment on realization value of the inventories.
The inventories have become obsolete, old, expired and unusable. The management has written off the excess amount of inventory and has kept the inventory at realizable value.
15. The system of Internal Financial Controls over financial reporting with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.
The management has internal control process in place. However, no risk control matrix has been documented. The management is planning to prepare the same at the earliest.
16. The Company has TDS demand outstanding amounting to Rs.3.15 lakhs, pertaining to the previous financial years. The Company is in the process of ascertaining the liabilities and rectifying such returns, wherever required. No adjustment has been made for the said sums in the financial statements.
The Company is in the process of filing rectification returns and or make payments wherever required, if any.
During the year under review, the Auditor did not report 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.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014 and as recommended by the Audit Committee, the Company has appointed M/s. Shivlal Maurya & Co., Company Secretaries, Mumbai as Secretarial Auditor of the Company for the financial year 2018-19.
The Report of the Secretarial Auditor for F.Y. 2018-19 is appended to this Report and marked 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires Company Secretary to be appointed as Compliance Officer;
The Company has appointed Mr. Abhishek Manchekar as the Compliance Officer and Company Secretary w.e.f. 13 June, 2019.
b) the company has not complied with the provisions of Section 133 of the Act pertaining to Indian Accounting Standard (Ind AS) 36 w.r.t Accounting for impairment or diminishing value of its assets, Ind AS 37 w.r.t non-ascertainment of complete particulars of dues to Micro, Small and Medium enterprises, if any under MSMED Act, 2006, Ind AS 113 w.r.t Fair Value Measurement and Ind AS 109 w.r.t Financial Instruments and Ind AS 19 w.r.t actuarial report and related to provision for Gratuity and Leave Encashment, the brief particulars of which are stated in the Statutory Auditors Report in "point no c, e, k & l" 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 Indian Accounting Standard (Ind AS) 36. Management has a policy to maintain the assets and keep them in working condition, so that its value does not get affected in long run. The management is optimistic about realizing the value of its Assets / Investments nearest to its carrying value, and there is no further diminution in the value of its assets/investment other than depreciation / amortization and provided for.
The Company considers interest free borrowings as repayable on demand and hence no fair value is required to be done. Also, loans and borrowings are long outstanding and with no repayment terms and the Company did not obtain actuarial report as the Company is a sick unit and majority of the employees have left the Company. However the Company has not written off the complete amount as it expects the same to be payable to the employees..
c) the Company has not complied with provision as prescribed under Clause (i) of Sub-section 3 of Section 143 of the Act pertaining to Internal Financial Controls over financial reporting, the brief particulars of which is stated in the Statutory Auditors Report in "point no n" under the heading Basis for Qualified opinion;
The management has internal control process in place. However, no risk control matrix has been documented. The management is planning to prepare the same at the earliest.
d) in respect of outstanding deposits as at 31 March, 2018, the company not filed Forms DPT-3;
The non-compliance in regards to para above is unintentional and in absence of Whole time Company Secretary, the compliances were missed out inadvertently.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, and on recommendation of Audit Committee M/s. Parita Nandu & Associates, Chartered Accountants, Mumbai, were appointed as Internal Auditor of the company for the financial year 2018-19. The Internal Auditors submit their report on periodical basis to the Audit Committee.
Based on the report of internal audit, the management takes corrective action in respective areas observed and thereby strengthen the controls.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
The Audit Committee evaluates the efficiency and adequacy of financial control system prevailing in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standards in Internal Financial Controls.
VIGIL MECHANISM / WHISTLE BLOWER 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 and also provides direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism/ Whistle Blower Policy is explained in the Report on Corporate Governance and is also made available on the website of the Company at http://www.euromultivision.com/photovoltaic/images/pdf/vigil-mechanism-policy.pdf. We affirm that during the financial year 2018-19, no employee or Director was denied access to the Audit Committee.
PARTICULARS OF REMUNERATION:
Disclosure with respect to the ratio of remuneration of each Directors to the median employees remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.
During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The particulars of employees in compliance of provisions of Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection, to the members at the Registered Office of the Company during working hours on all working days (except Saturday and Public Holidays), for a period of 21 days before the ensuing 15 Annual General Meeting and up to the date of the Annual General Meeting between 11.00 a.m. and 1.00 p.m.
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a Policy on criteria for selection and appointment of Directors, Senior Management personal and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance, part of this Annual Report.
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Audit Committee periodically reviews the risk management policy and evaluates the systems managing the risks. The Board in addition to the Audit Committee also periodically reviews the risks and recommends the steps to be undertaken to control and mitigate the risks, through a well-organised framework.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All Related Party Transactions entered during the year under review were in ordinary course of the business and on arms length basis and the same are reported in the Notes to the Financial Statements.
No material related party transactions were entered during the year under review by your Company. Hence, accordingly disclosure as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company.
The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at http://www.euromultivision.com/photovoltaic/images/pdf/Related%20Party%20Transactions%20Policy.pdf.
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, 2013 during the financial year 2018-2019 are given in the Notes to Financial Statements provided in this Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
According to the SEZ Rules 2006, the manufacturing units situated in self-owned specific SEZ sector should have positive Net Foreign Exchange Earning (NFE), which shall be calculated as per applicable rules in cumulative blocks of five years, starting from the commencement of production. The Companys Solar Photovoltaic Cells manufacturing unit situated in SEZ sector, could not achieve positive Net Foreign Exchange Earnings in the first block of five years, hence the Director General of Foreign Trade (DGFT) has imposed a penalty of Rs. 2,500.00 lakhs under Rule 54 of the SEZ Rules 2006. In context to this, the Company had filed an appeal before the Honble Director General of Foreign Trade, New Delhi for waiver of the penalty imposed, but the same was rejected. Subsequently, the Company has filed for meritorious allowance of Appeal before Office of Secretary of Commerce, Department of Commerce, Ministry of Commerce and Industry, New Delhi.
Other than the above no significant or material order has been passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys 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 FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2018-19 to which this financial statements relates and the date of this report.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, 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 Certificate regarding compliance with conditions of Corporate Governance.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has 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. The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received by committee 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 read with Rule 8 of the Companies (Accounts) Rules regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as "Annexure IV" forming part of this report.
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 policy on Corporate Social Responsibility initiatives.
MAINTAINENCE OF COST RECORDS:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of Companies Act, 2013 regarding maintenance of cost records are not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.
Your Directors acknowledges with gratitude and wishes to place on record, their deep appreciation for 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 places on record their deep appreciation for the dedication and commitment provided by your Companys employees at all levels and looks forward for their continued support in the future as well.
|For and on behalf of the Board of Directors of|
|Euro Multivision Limited|
|Place: Mumbai||Chairman and Whole-Time Director|
|Date: 14 August, 2019||DIN: 00043059|