Euro Multivision Ltd Directors Report.

To

The Members,

Euro Multivision Limited

Your Directors are pleased to present the Seventeenth (17th) Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2021.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars For the Year ended 31st March, 2021 For the Year ended 31st March, 2020
1 Total Revenue (Net) 98.69 79.25
2 Profit before Depreciation & Amortization Expenses, Finance Cost and Tax (14.69) (119.22)
3 Less : Depreciation and Amortization Expenses 1380.96 1386.13
Finance Cost 0.76 3.69
4 Profit / (Loss) before Tax (1,396.41) (1509.03)
5 Less: Tax 12.42 -
6 Profit / (Loss) after Tax (1,408.84) (1509.03)
7 Other Comprehensive Income - (7.85)
8 Balance of Profit/ (Loss) as per last Balance Sheet (1,408.84) (1,516.88)
9 Balance Available for Appropriation (1,408.84) (1,516.88)
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/ (Loss) carried to Balance Sheet (1,408.84) (1,516.88)

FINANCIAL REVIEW:

The total revenue (net) of the Company for the year ended 31st March, 2021, increased by 24.53% and stood at Rs. 98.69Lakhs as against Rs. 79.25Lakhs in the previous year. During the year, the Company has incurred loss of Rs. 1408.84 lakhs as against loss of Rs. 1509.03 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. 8603.43 lakhs, for the year ended 31st March 2021. Had the same been accounted for; the net loss (after tax), would have been increased by Rs. 8603.43 lakhs for the year ended 31st March 2021. Hence, the resultant turnover and income for the year under review was lower than that expected by the management.

COVID-19:

In lieu of the second wave of Covid-19, the Company has taken various measures to ensure the safety and wellbeing of all employees and was ensuring compliance with the directives issued by the Central Government, State Governments and local administration from time to time in this regard.

The Company is engaged in manufacturing of Optical Discs and Solar Photovoltaic Cells.

TRANSFER TO RESERVE:

During the financial year under review, no amount was transferred to Reserve.

STATE OF THE COMPANYS AFFAIRS:

The Company operates in two segments i.e. Opticals Disc and Solar Photovoltaic Cells. 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.

PERFORMANCE REVIEW:

The performance during the year was not satisfactory due to various reasons beyond the control of the Management. The COVID-19s impact on our lives and economy has been earth shattering. The lockdowns and restrictions have sent the global supply chain in disarray and have halted industrial growth and have brought to the fore the importance of building domestic manufacturing facilities.

PERFORMANCE OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES:

As on 31st March, 2021, the Company does not have any Subsidiary, Associate or Joint Venture company.

FUTURE PROSPECTS:

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.

On 30th July 2018, going by the recommendations of the Director General of Trade Remedies, the Union Ministry of Finance imposed a 25 per cent Safeguard Duty (SGD) on the imports of solar cells/modules for two years. Moreover, this was lowered in a phased manner. While the duty was 25 per cent for a year, it was 20 per cent for the next six months and for the remaining tenure ending July 2020 it stands at 15 per cent. The import levy was meant to protect local manufacturers from the losses inflicted by cheap, substandard imports.

There is an urgent need therefore, for India to devise a policy framework aimed at creating a diversified domestic manufacturing industry for solar industry as well as ancillary products that could significantly reduce its import dependence, ensure a self-sufficient, sustainable and affordable energy access and generate greater employment opportunities.

SHARE CAPITAL:

There was no change in the Share Capital of the Company during the year 2020-21. The paid up equity share capital of your Company as on 31st March, 2021 is Rs. 23,80,00,490/- (Rupees Twenty-Three Crore Eighty Lakhs Four Hundred Ninety only) divided into 2,38,00,049 Equity shares of face value of Rs.10/- (Rupee Ten only) 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 not yet paid the annual listing fees to the respective Stock Exchanges for the financial year 2020-21 due to financial crunch.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend for the financial year 2020-2021.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the financial year under review.

PUBLIC DEPOSITS:

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 31st March, 2021, 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-2 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

During the financial year under review, no company ceased to be subsidiary or associate or joint venture.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2021 is available on the Companys website and can be accessed at 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 (DIN: 00043059), Chairman & Whole time Director of the Company, retires by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting (AGM).

Further, Mr. Hitesh Shah was appointed as the Whole Time Director of the Company in the AGM held on 30th September, 2016 for a period of five (5) years with effect from 18th July, 2016 to 17th July, 2021. It is proposed to re-appoint him as Whole Time Director for another term of five (5) years in the ensuing AGM w.e.f. 18th July, 2021, subject to approval of shareholders in ensuing AGM.

Further, the term of Mr. Navin P Nandu, Mr. Margen V. Gada and Mrs. Lata T. Mehta, as Independent Directors of the Company shall expire on 29th September, 2021.

Pursuant to Section 149(10) read with Schedule IV to the Companies Act, 2013 an Independent Director shall hold office for a term upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment, on passing a special resolution by the Company for another term of five consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Companies Act, 2013 and in view of long, rich experience, continued valuable guidance to the management and strong Board performance of Mr. Navin P Nandu, Mr. Margen V. Gada and Mrs. Lata T Mehta, it is proposed to the shareholders to re-appoint them for a second term as Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. 30th September, 2021 upto 29th September, 2026, at ensuing 17th AGM of the Company.

During the year under review, the Board had appointed Mr. Amit Ashwin Nandu and Ms. Seema Shaikh as Additional Non-Executive Director of the Company w.e.f. 31st March, 2021 who shall hold office upto this ensuing AGM. It is also proposed to appoint them as Non-Executive Directors of the Company.

As stipulated under 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), brief resume of the Directors proposed to be appointed/ re-appointed, is annexed to the Notice convening 17th AGM.

The Company has received 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 the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated 22nd October, 2019.

During the year, Mr. Abhishek Manchekar, Company Secretary & Compliance Officer of the Company has resigned from the office of Company Secretary & Compliance Officer due to personal reasons w.e.f. 28th June, 2020.

Mr. Hitesh Shah, Chairman and Whole Time Director of the Company has been appointed as the Compliance Officer of the Company w.e.f. 28th June, 2020 till the appointment of Company Secretary in place of Mr. Abhishek Manchekar. The Company is in search of suitable candidate for the post of Company Secretary & Compliance Officer.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2021 are Mr. Hitesh Shah, Chairman & Whole-time Director and Mr. Uday Thoria, Chief Financial Officer of the Company.

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 & 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 & 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 31st March, 2021 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 six (6) times i.e. on 27th June, 2020, 18th August, 2020, 6th October, 2020, 10th November, 2020, 13th February, 2021 and 31st March, 2021. 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, Listing regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI read with the relaxations issued by SEBI vide Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated 19th March, 2020.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 13th February, 2021 to review the performance of Non- Independent Directors, the Board as whole, the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

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; and

c. Nomination and Remuneration Committee.

Details of all the Committees along with their charters, composition and meetings held during the year 2020-21, 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.

All the recommendations made by the Audit Committee were accepted and approved by the Board.

The Composition of the Audit Committee is also given in the "Report on Corporate Governance" which forms part of this Annual Report.

STATUTORY AUDITORS:

At the 16th AGM of the Company held on 25th November, 2020, M/s. S. S. Singhvi & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the 16th AGM till the conclusion of 21st AGM of the Company to be held in the year 2025 and to audit the financial statements of the Company of financial years from 2020-21 to 2024-25.

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, 2021 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 March 31, 2021, the Companys current liabilities exceed its current assets by Rs. 40,652.37 lakhs. Further, the networth 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. 2242.84 lakhs, for the quarter ended March 31,2021 and Rs. 8603.43 lakhs, for the year ended March 31, 2021. Had the same been accounted for the net loss (after tax) for the quarter ended March 31, 2021 would have been increased by Rs. 2242.84 lakhs and for the year ended March 31,2021, would have been increased by Rs. 8603.43 lakhs.

The proceedings of NCLT are ongoing for the Company.

3. On November 27, 2019, the order of Debt Recovery Tribunal was passed, wherein it has been directed to the Company to clear dues amounting to Rs. 13,971.99 lakhs and interest and penalty within a period of 2 months from the date of order, failing which the Bank will be entitled to sell the hypothecated assets, mortgage properties and other personal movable and immovable properties of the Company and guarantors. No action has been taken by the Company till the date of this report and consequential impact is unascertainable.

Application has been filed against the Company by one of the secured financial lender with The Honble National Company Law Tribunal (NCLT), Mumbai Bench on June 18, 2020, to initiate Corporate Insolvency and Resolution Process (CIRP), which is pending for admission at NCLT. The consequential impact is unascertainable.

The proceedings of NCLT are ongoing for the Company.

4. 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.

5. The financial statements have been prepared with regards to non-receipt of confirmation of balances from few of the debtors, Deposit Accounts, 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.

6. 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.

7. 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 lakhs and the corresponding Export obligation to be fulfilled amounted to Rs. 20,308.50 lakhs, however as on March 31, 2021, 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 motto 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.

8. 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 had filed an appeal against the Order of honorable DGFT, New Delhi with the Commerce Secretary, Ministry of Corporate Affairs and hearings have been completed. After hearing the submissions made on behalf of the Company, Appellant Committee has reserved its order till date.

9. Amounts aggregating to Rs. 36.55 lakhs disclosed under Trade Payables, in respect of purchase of traded goods, raw materials, spares and consumables from entities outside India, which are outstanding for more than 6 months, which is not in compliance with the Regulations / Guidelines of the Foreign Exchange Management Act, 1999. Any penalties that may be levied by the Reserve Bank of India and/ or any changes to the disclosure of the amounts in the financial results in this regard are not presently ascertainable.

The amount is towards material purchased for trading purpose and would be paid as and when demanded by the supplier.

10. In respectof deposits accepted bythe 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 earlier, the compliances were missed out inadvertently.

11. The Company Secretary had resigned from the Company and the Company has not appointed any other person and the position stands vacant till the date of our report and therefore the company is not in compliance with Regulation 6 of LODR which requires Company Secretary to be appointed as Compliance Officer.

The Company is a sick unit and also in NCLT. However, the Company is in search of suitable candidate for appointing him/her as a Company Secretary.

12. Overdue receivables aggregating to Rs. 39.68 lakhs as on March 31, 2021, towards purchase of goods included under "Trade Receivables" owed to the Company by its Foreign Customers due for more than 6 months as on March 31,2021. These balances have not been settled till March 31,2021. 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

Also, of the total amount receivable, as disclosed in the financial results, amounting to Rs. 148.29 lakhs, provisions for doubtful debts have been created at Rs. 67.94 lakhs. The allowance for bad and doubtful debts have been made based on the estimates and best possible judgement of the Company.

The Expected Credit Loss Method as required under Ind AS 109, has not been followed while making provision for doubtful debts. Based on the above, we are unable to comment over the realisability of trade receivables, provisioning and its overall impact on the financial results.

The Company has made an application and initiated the process for compliance as per RBI guidelines.

13. The Company has 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.

14. 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.

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15. The Company has on the basis of their internal evaluation, valued inventories at Rs.17.18 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. Last year. The management has written off the excess amount of inventory and has kept the inventory at realizable value.

16. The Company has Gratuity liability payable to the employees amounting to Rs. 32.93 lakhs, which are long outstanding. No interest has been provided by the Company over the same during the preparation of financial statements. The effect of such treatment has not been quantified by the management and hence the same is not ascertainable.

Most of the employees have left the Company, still the Company believes that claim may arise for such employees. However, on account of losses of the Company and the Company being sick, does not intend to provide for interest.

17. 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.

18. The Company has Income Tax demand outstanding amounting to Rs. 34.50 lakhs, which is still outstanding for AY 2009-10, consequential impact not known. The Company has TDS demand outstanding amounting to Rs. 2.91 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 Statutory Auditors 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.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, the Company has appointed M/s. Shivlal Maurya & Co., Company Secretaries, Mumbai as Secretarial Auditor of the Company for the financial year 2020-21.

The Report of the Secretarial Auditor for F.Y 2020-21 is appended to this Report and marked as Annexure I.

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

a) During the period from 29th June, 2020 to 31st March, 2021 the Company had not appointed a Company Secretary as required under section 203 of the Act;

Mr. Abhishek Manchekar resigned as the Company secretary of the Company w.e.f. 28th June, 2020 Post which, the Company is in search of suitable candidate for the post of Company Secretary of the Company.

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, Ind AS 109 w.r.t Financial Instruments, Ind AS 15 w.r.t Employees Benefit 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. d, f, m & n" 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 accepted deposit in contravention to Section 73 read with Section 76 of the Act;

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 earlier.

d) 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. q" 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.

e) in respect of outstanding deposits as at 31st March, 2020, the company not filed Forms DPT-3;

The non-compliance in regards to para above is unintentional and the compliances were missed out inadvertently.

f) pursuant to my observation at "a" above, the company was not in compliance with Regulation 6 of LODR for a period between 29th June, 2020 to 31st March, 2021 which requires Company Secretary to be appointed as Compliance Officer;

Mr. Abhishek Manchekar resigned as the Company secretary of the Company w.e.f. 28th June, 2020 Post which, the Company is in search of suitable candidate for the post of Company Secretary of the Company and further act as the Compliance Officer in terms of Regulation 6 of Listing Regulations.

g) The Company does not have system in place pursuant to the provision of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 regarding maintenance of the data of the Insiders;

The Company is process of appointing agency for maintain the data related to insiders.

h) The Company delayed the disclosure to the Stock Exchanges by One Hundred & Six (106) days for the quarter ended 31st December, 2020 pursuant to Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 regarding disclosures by listed entities to submit a quarterly Reconciliation of Share Capital Audit Report within thirty days from close of the quarter;

Delay due to non-receipt of benpos data from Central Depository Securities Limited and National Securities Depository Limited due to Non Payment of Annual Custodian fees by the Company.

i) The Company delayed the disclosure to the Stock Exchanges by One Hundred & Fifteen (115) days for the quarter ended 31st December, 2020 pursuant to Regulation 31(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding disclosures by listed entities to submit a quarterly Shareholding patter within twenty one days from close of the quarter;

Delay due to non-receipt of benpos data from Central Depository Securities Limited and National Securities Depository Limited due to Non Payment of Annual Custodian fees by the Company.

 

Further, attention is drawn by Secretarial Auditor on major corporate events having a major bearing on the companys affairs are as under:

1. The shareholding of the promoter namely Mr. Nenshi Ladhabhai Shah and Mr. Rayshi Lakhdir Shah is freezed due to non-compliance with respect to Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for non-appointment of six (6) directors on the Board of the Company.

2. Trading in the securities of the company has been suspended w.e.f. 12th February, 2021, (vide Notice no. 20210112-49 dated January 12, 2021), pursuant to the provisions of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/12 dated January 22, 2020.

3. Application has been filed against the Company by one of the secured financial lender with the Honble National Company Law Tribunal (NCLT), Mumbai Bench on 18th June, 2020, to initiate Corporate Insolvency and Resolution Process (CIRP), which is pending for admission at NCLT. The consequential impact is unascertainable.

4. On 27th November, 2019, the order of Debt Recovery Tribunal was passed, wherein it has been directed to the Company to clear dues amounting to Rs. 13,971.99 lakhs and interest and penalty within a period of 2 months from the date of order, failing which the Bank will be entitled to sell the hypothecated assets, mortgage properties and other personal movable and immovable properties of the Company and guarantors. No action has been taken by the Company till the date of this report and consequential impact is unascertainable.

5. 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.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by Securities and Exchange Board of India (SEBI), the Company has obtained Secretarial Compliance Report, from M/s. Shivlal Maurya & Co., Practicing Company Secretaries (M. No. ACS 37655 C.P. No. 14053) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same is submitted to the Stock Exchanges within the prescribed due date.

INTERNAL AUDITOR:

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 2020-21. The Internal Auditors submit their report on periodical basis to the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis.

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

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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 2020-21, 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 II 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 17th Annual General Meeting and up to the date of the Annual General Meeting between 10.00 a.m. and 1.00 p.m.

REMUNERATION POLICY:

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.

RISK MANAGEMENT:

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 except with Mr. Hitesh Shah, Chairman and Whole Time Director related to loan taken by the Company exceed the prescribed limit. Accordingly, the 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/imaaes/pdf/Related%20Partv%20Transactions%20Policv.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 2020-21 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:

Details of significant/material orders are as below:

1. On 27th November, 2019, the order of Debt Recovery Tribunal was passed, wherein it has been directed to the Company to clear dues amounting to Rs. 13,971.99 lakhs and interest and penalty within a period of 2 months from the date of order, failing which the Bank will be entitled to sell the hypothecated assets, mortgage properties and other personal movable and immovable properties of the Company and guarantors. No action has been taken by the Company till the date of this report and consequential impact is unascertainable.

2. Application has been filed against the Company by one of the secured financial lender with The Honble National Company Law Tribunal (NCLT), Mumbai Bench on June 18, 2020, to initiate Corporate Insolvency and Resolution Process (CIRP), which is pending for admission at NCLT. The consequential impact is unascertainable.

3. Attention is also drawn, to the fact that, 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.

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.

Further, the Company has received a letter dated 12th February, 2021 from National Stock Exchange of India Limited for suspension and revocation of trading of securities w.e.f 12th February, 2021 with respect to non-compliance of the provisions of Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 by the Company for the quarter ended 30th June, 2020 and 30th September, 2020.

Further, the shareholding of the promoter namely Mr. Nenshi Ladhabhai Shah and Mr. Rayshi Lakhdir Shah is freezed due to non-compliance with respect to Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for non-appointment of six (6) directors on the Board of the Company.

Further, the Company has also received a show cause notice for delisting of Equity Shares from National Stock Exchange of India Limited on the failure to comply with the below mentioned points:

1. Requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for two consecutive quarters June 2020 and September 2020;

2. Non-payment of an amount of Rs. 19,00,980/- towards SOP Fines, including GST, as on August 10, 2021 and Rs. 2,90,000/- towards Annual Listing Fee, including interest, as on August 16, 2021.

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 2020-21 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. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or to act as director of the Company; and

e. 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 zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All the women employees either permanent, temporary or contractual are covered under the said policy. The said policy is updated internally to all the employees of the Company. The policy is available on the website of the Company at www.euromultivision.com An Internal Compliant Committee (ICC) is not constituted as the same is not applicable to the Company.

The details of the complaints in relation to the Sexual Harassment of Women at Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

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 III" 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.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

During the year under review and as at 31st March, 2021 an application has been filed against the Company by one of the secured financial lender with the Honble National Company Law Tribunal (NCLT), Mumbai Bench on 18th June, 2020, to initiate Corporate Insolvency and Resolution Process (CIRP), which is pending for admission at NCLT under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS TEHROF:

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.

APPRECIATION:

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
For Euro Multivision Limited
Hitesh Shah
Place: Mumbai Chairman and Whole-Time Director
Date: 13th August, 2021 DIN:00043059