Notes to Accounts of Asian Electronics Ltd.

Mar 31, 2013

Nature of Operations

Asian Electronics Limited (AEL) established in 1964 is involved in design and manufacturing of Energy Conservation products – specializing in energy effcient lighting solutions.

Basis of Preparation

The fnancial statements have been prepared to comply in all material respects with the Notifed Accounting Standards by Companies Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956. The fnancial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. The previous year''s fgures are being regrouped wherever necessary for comparative evaluations. The signifcant accounting policies followed by the Company are stated below:

Use of Estimates

The preparation of fnancial statements is in conformity with generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the fnancial statements and the results of operations during the reporting period end. Although these estimates are based upon management''s best knowledge of current events and actions, actual results could differ from these estimates.

1 Contingent Liabilities not provided for

Particulars 2012-13 2011-12 Rs. in Lacs Rs. in Lacs

Claims against the Company not acknowledged as debts – Refer Note (a) 1791.24 1,232.55

Disputed Income Tax demand – Refer Note (b) 2471.01 0.00

Disputed Excise Duty demand 180.42

Guarantees given by the bankers on behalf of the Company 54.51 40.02

Corporate Guarantee given by the Company on behalf of a third party 300.00 300.00

Bills/LC discounted with banks 697.26 697.26

Loans and Debentures Liability Transferred to ESCO and Projects Division 14,279.61 14,279.61

19,774.05 16,549.44

Note:

a. The above claims include a dispute with a fnance company relating to lease transactions entered in the year 1997. These disputes were under arbitration. During the year 2005-2006, awards were given by the arbitrator directing the Company to compensate the fnance company for the losses suffered by them due to disallowances of certain claims in their assessment of income under Income Tax Act. The award also stipulated that the fnance company should refund the amount along with interest to the Company on succeeding in getting the claim in further appeals made by them. The Company''s Arbitration Petition in the High Court of Bombay for setting aside the award passed by the Honourable Arbitrator on 23rd March 2006 has been dismissed. Aggrieved by the said order the Company has preferred an appeal in the Second Bench of the Honourable High Court of Mumbai, which was also dismissed. Aggrieved by the said order of the 2nd Bench of the High Court, the Company has fled Special Leave Petitions (Civil) No. 14865/2007 and No. 15093/2007. The Honourable Supreme Court granted an interim stay (which is since vacated without adjudication) on the impugned orders on deposit of Rs. 2 crores with the Supreme Court Registry which the Company has deposited. The matter is pending in the Supreme Court.

b. The Company has not provided for disputed Income Tax liability of Rs.2471.01 lacs (Previous year Rs. NIL) arising from disallowances made in A.Y.2010-11, appeal for which is pending with the Commissioner of Income Tax (Appeals) Mumbai.

2 (a) Trade payables include principal amount of Rs. 5.98 Lacs (Previous Year Rs. 16.49 Lacs) due to the suppliers covered by "The Micro Small and Medium Enterprises Development Act, 2006".

(b) The Management has certifed that there is no interest paid/payable during the year by the Company to such suppliers. (Previous year – Rs. Nil).

(c) Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2013 are as under –

A.B. Stamping, Aashirwad Press Tools, Arya Enterprises, Ashoka Industries, Bhagyashree Eng. Pvt. Ltd., Bhamre Saw Mill, Bright Light Company, Chafekar Engineering Works, Devyani Enterprises, Garima Enterprises, Hira Plastics Industries, Impakt Packaging, Jai Sadguru Industries, Kalpana Enterprises, Kamal Industries, Kunal Enterprises, Libra Industries, M. M. Woodland Pvt Ltd, Manisha Packaging, M-Tech Trading Co., Nisha Enterprises, Perfect Engraving Works, Pramod Fibre-Plast Pvt Ltd, Printa Chem, Pushkraj Packaging, Sa Enterprises, Sai Ashish Enterprises, Sarang Enterprises, See Ram Industries, Shalaka Polymers, Shaunak Enterprises, Sheetal Thermocol Packers, Shiva Enterprises, Shree Fabs, Shree Raj Packaging, Shubham Engineering, Suprim Engineering, Swami Samarth Electronics Pvt Ltd, Swati Packagers.

The above information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identifed on the basis of information available with the Company. This has been relied upon by the Auditors.

3 (i) As per approval of the shareholders of the Company under Section 293 (1) (a) of the Companies Act, 1956, obtained through postal ballot on 22nd May, 2010, the Company has effective from Oct 1st 2009, transferred the businesses of the following divisions to two 100% subsidiaries as under, subject to requisite approvals being obtained from the concerned Statutory Authorities and the Company''s lenders and creditors:

a. Business of ESCO Division, i.e. fnancing of Projects / Products to customers on energy saving basis, and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

b. Business of Projects Division, i.e. State Electricity Board Projects and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

(ii) In accordance with the accounting principles, the accounts have incorporated all such transactions at book values at the time of transfer and the difference between the book values of identifed Assets and Liabilities of ESCO Division amounting to Rs. 5,174.34 Lacs and of Projects Division amounting to Rs. 1,129.15 Lacs is shown as an Investment in the subsidiaries. However pending allotment of shares by the two subsidiary companies the Company has continued to show the said investments under Investment Suspense Account in Note 10 of the Accounts.

(iii) The Company had applied for approvals of Secured / Unsecured Lenders. However one of the lenders has informed the Company that they are not agreeable to the transfer of the businesses of the two divisions to the two 100% subsidiaries and has declined to give its approval. Besides, the Lead bank of the Consortium for Working Capital has informed the Company not to proceed with hiving-off of assets without the written consent of the Consortium Banks. Consequently, the Company continues to be liable to the lenders for the Term Loans and Unsecured Redeemable Non-Convertible Debentures transferred to the subsidiary companies. The Company has not provided interest on the above for the year under review. Therefore, the company will continue to be liable to the lenders for the following:

Liabilities of ESCO Division

a. Term loan and interest due thereon to IDBI for Rs 1714.75 lacs which is secured by way of: i. First charge on movable properties of the Company by way of hypothecation.

ii. First charge by way of equitable mortgage on the immovable properties of the Company at Nasik. iii. Hypothecation of receivables pertaining to ESCO Division subject to frst prior charge of IREDA to the extent of Rs.1800 lacs.

b. Term loan and interest due thereon to IDBI for Rs 7221.41 lacs which is secured by way of:

i. First charge on immovable and movable properties of the Company located at 68, MIDC, Satpur Nashik by way of extension of pari-passu frst charge with UCO Bank in respect of its Term loan of Rs.6000 lacs (outstanding as on 31 Mar 2013 is Rs. 300 Lacs) excluding exclusive charge created in favour of IREDA on the Solar Plant acquired out of assistance of Rs.1971 lacs sanctioned by IREDA

ii. Exclusive frst charge of ESCO receivables (except MSEDCL receivables) under deferred sales and all new ESCO contracts for Energy Effcient Lighting Systems to be funded by IDBI under this loan

iii. Charge on MSEDCL receivables is subject to frst prior charge in favor of UCO Bank in respect of its Rupee Term Loan of Rs. 6000 lacs (Outstanding as on 31 Mar 2013 is Rs. 300 Lacs) and frst prior charge in respect of IREDA to the extent of Rs. 1800 lacs.

Liabilities of Projects Division

Unsecured Redeemable Non – Convertible Debentures and interest thereon issued to LIC Mutual Fund Asset Management Company Limited amounting to Rs. 5343.45 Lacs. During the year, the Company has arrived at settlement of the claim to pay Rs. 2000.00 Lacs prior to March 2014.

(i) The Wholly Owned Subsidiary Companies (Transferee Companies) may opt to revalue the assets and appropriate the costs incurred based on fair market value including goodwill and may therefore adjust premium on transfer upon completion of exercise.

4 During the fnancial year 2005-2006, the Company had instituted Employees'' Stock Option Plan - 2005. The Compensation Committee of the Board evaluates the performances and other criteria of employees and approves the grant of options. These options vest with employees over a specifed period subject to fulfllment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company''s Shares at a price determined on the date of grant of options.

The Company modifed the Scheme in terms of the provisions of the SEBI ESOP Guidelines and Scheme. A Trust called "Asian Electronics Limited Employees'' Welfare Trust" (The Trust) has been constituted vide Trust Deed dated 25th January, 2007 to administer the Scheme under the directions of the Compensation Committee.

The Company had already allotted 8,50,000 Shares to the Trust on 31st March, 2007 at a price of Rs. 86.50 per Equity Share to be eventually allotted to the employees of the Company on exercise of option by them in due course of time. The Company had also given advance of Rs. 735.25 Lacs to the Trust for the purpose.

The Compensation Committee of the Board of Directors at its meeting held on 31st March 2010 had granted 3,51,550 stock options under ESOP - 2005 Scheme to certain Executives / Offcers of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28/- per Equity

Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of seven years from the date of vesting. During the year 2010-11, the Compensation Committee of the Board of Directors, on 23rd March, 2011, revised the exercise price to Rs. 12.60/- per share, which was the closing price of the share on the Stock Exchanges on the previous day of such revision i.e. 22nd March, 2011. Consequently due to the revision of price, an amount of Rs. 600.15 Lacs was shown under Exceptional Item and charged to Proft and Loss Account.

Further the Company received Rs. 10 Lacs on 30th March 2011 towards exercise of 79,365 Stock Option into equal number of Shares under the ESOP Scheme 2005. The balance of Loan to the Trust outstanding as on 31st March 2011 is Rs. 97.10 Lacs which was adjusted against Share Capital and Securities Premium Account.

During the year 2011-12 2,72,185 options were exercised by the employees at the price of Rs. 12.60 per share and the Loan given to trust was reduced to the extent of value of shares transferred from the Trust.

The Compensation Committee of the Board of Directors vide Circular Resolution dt. April 1, 2011 had granted 4,98,450 stock options under ESOP - 2005 Scheme to certain Executives / Offcers of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 12.60 per Equity Share of Rs. 5/- each, being the market price prevailing as on 31st March 2011, on or after completion of one year from the date of grant, i.e. 30th March 2012 being the vesting date. The options are to be exercised within a period of seven years from the date of vesting. The balance of loan to the trust outstanding as on31st March 2012 was Rs. 62.80 Lacs which was adjusted against the Share Capital and Securities Premium Account.

During the year under review in view of the falling market price of the equity shares of the Company, the Compensation committee vide its Circular Resolution No. 1/2012-13 dt. May 7, 2012 decided to revise the exercise price of the outstanding 4,98,450 options from the existing Rs. 10.75 per share to Rs. 5.80 per share with retrospective effect. Consequently due to the revision of price, an amount of Rs. 33.89 Lacs was shown under Exceptional Item and charged to Proft and Loss Account.

Further on August 2, 2012 the Company received applications from the eligible employees towards exercise of 4,98,450 Stock Option into equal number of Shares under the ESOP Scheme 2005. The balance of Loan to the Trust outstanding as on 31st July, 2012 was Rs. 28,91,010 which was adjusted against Share Capital and Securities Premium Account.

There are no Options outstanding as on March 31, 2013.

5 During the Financial Year 2009-10, the Company had instituted ESOP 2009 Scheme. The Compensation Committee of the Board of Directors at its meeting held on 31st March 2010 has granted 10,00,000 Stock Options under ESOP 2009 Scheme to the Directors of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28/- per Equity Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of fve years from the date of vesting.

Towards streamlining of the implementation of the ESOS 2009, the Company modifed the Scheme in terms of the provisions of the SEBI ESOP Guidelines and Scheme, vide Special Resolution passed at the Annual General Meeting held on 30th September, 2009. A Trust called "Asian Electronics Limited Employees'' Welfare Trust, 2009" (The Trust) has been constituted vide Trust Deed dated 12th February, 2011 to administer the Scheme under the directions of the Compensation Committee.

The Compensation Committee of the Board of Directors, on 23rd March, 2011, revised the exercise price to Rs. 12.60 per share, which was the closing price of the share on the Stock Exchanges on the previous day of such revision i.e. 22nd March, 2011. Subsequently, the Company allotted 10,00,000 Shares to the Trust on 25th March, 2011 at a price of Rs. 12.60 per Equity Share to be eventually allotted to the eligible Directors of the Company on exercise of option by them in due course of time. The Company also gave advance of Rs. 126 Lacs to the Trust for the purpose. During the year 2010-11 the Company received Rs. 24 Lacs towards exercise of 1,90,476 options in to equivalent number of Shares under the Scheme.

During the fnancial year 2011-12 Company received Rs. 7,50,000 towards exercise of 59,524 stock options in to equivalent number of shares under the scheme at the price of Rs. 12.60 per share and the Loan given to trust was reduced to the extent of value of shares transferred from the Trust. The balance of loan to the trust outstanding as on 31st March, 2012 was Rs. 94.50 Lacs which was adjusted against the Share Capital and Securities Premium Account.

The Compensation Committee of the Board of Directors vide Circular Resolution dt. April 1, 2011 had granted 41,80,057 stock options under ESOP - 2009 Scheme to certain Executives / Offcers of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5 each in one or more tranches on payment of exercise price of Rs. 10.75 per Equity Share of Rs. 5 each, being the market price prevailing as on 31st March 2011, on or after completion of one year from the date of grant, i.e. 30th March 2012 being the vesting date. The options are to be exercised within a period of fve years from the date of vesting. However the options were issued to the Trust subsequent to the Balance Sheet date.

During the year under consideration in view of the falling market price of the equity shares of the Company, the Compensation committee vide its Circular Resolution No. 2/2012-13 dt. May 7, 2012 decided to revise the exercise price of 41,80,057 options granted on April 1, 2011 from the existing Rs. 10.75 per share to Rs. 5.80 per share with retrospective effect.

The Compensation committee also decided vide its Circular Resolution No. 3/ 2012-13 dt May 7, 2012 to revise the exercise price of the outstanding 7,50,000 options from the existing Rs. 12.60 per share to Rs. 5.80 per share with retrospective effect. Consequently due to the revision of price, an amount of Rs. 51 Lacs is shown under Exceptional Item and charged to Proft and Loss Account.

The revision of the price was done on the basis of closing market price of the share on previous trading day i.e. on May 4, 2012 on National Stock Exchange where maximum number of shares of the company were traded on that day.

The Board of Directors of the Company vide their Circular Resolution No. 1/2012-13 dt. 4th July, 2012 allotted 41, 80,057 equity shares of Rs. 5 each at premium of Re. 0.80 per Share to the Trustees of Asian Electronics Limited Employees'' Welfare Trust, 2009 under ESOP Scheme 2009. The said allotment was done by way of advance amount of Rs. 242.44 Lacs granted to the Trustees of Asian Electronics Limited Employees'' Welfare Trust, 2009 .

Options outstanding under ESOP 2009 as on March 31, 2013 were 46,80,057.

6 The Company has followed the Intrinsic value method of accounting for the Options granted to Employees under the above mentioned Stock Option Schemes as mentioned in Note Nos. 31 and 32 above. However since the Company has not ascertained the fair value of the above Options granted, disclosure of the impact of the same if any on the Company''s proforma net proft, proforma basic earnings per share and proforma diluted earnings per share is not ascertainable. The Company has not complied with the Securities and Exchange Board Of India (Employee Stock Option Scheme And Employee Stock Purchase Scheme) Guidelines, 1999.

7 The Company''s products have warranty clause for a period of 24 months. Provision for warranty claims has not been considered as the amount of claim on sale under warranty is estimated to be not material by the Management.

8 Due to current mismatch of infows and outfows, compounded by delayed recoveries of certain stressed assets, as enumerated in Note No. 37 below, the debt servicing by the Company has been adversely affected. As a result, action has been initiated by some of the lenders of the Company. LIC Nomura Mutual Fund and SBI Factors Limited had fled petitions in the Bombay High Court for winding up of the Company for non-payment of their dues. In case of the dues to SBI Factors Limited, the dues were supposed to be paid in the fnancial year 2012-13, where there is a delay and the company is likely to pay in the coming months. The other lenders are being addressed under One Time Settlement. Upon settlement of the matters amicably with the lenders including LIC Nomura Mutual Fund, the consent terms will be fled. Bank of India has served upon the Company a Notice under Section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Act, 2002 for repayment of their dues. The notice has been set aside by DRT and is now being challenged in appeal by the bank. Also other Banks have sent Demand Notices to the Company for repayment of their dues. Also some other banks have issued SARFAESI notices.

9 In view of the temporary strain on fnancial resources which has inter alia resulted in delay in repayment of dues, and also with an objective to bring normalcy to the Company''s operations, the Company has approached the Banks for One Time Settlement (OTS) of the dues. Pending consideration of such requests, the Company has not yet taken any steps with regard to the non-approval as explained in Note No. 30 above.

10 (i) Consequent to a review made by the Management of the various Assets of the Company, the Management is of the opinion that special efforts over a period of time would be needed for recovery of the following stressed assets which would have an impact on the results of the Company for the year under review:- a. Diminution in the value of Investments in Foreign Companies Rs. 7.77 Lacs, where the local Managements have deserted the Companies and the businesses have been closed down.

b. Diminution of value if any in the Investments in Unique Waste Plastic Management and Research Company Pvt. Ltd. of Rs. 4,360.20 Lacs where the pending disputes with minority shareholders has been resolved and now implementation of the project becomes sole means to recover the value of the Investments held by the Company.

c. Diminution in the value of Investment in Midcom Magnetics Management Private Limited of Rs. 139.50 Lacs.

d. Trade Receivables considered good includes Rs. 9979.50 Lacs of old Outstandings where the recovery may happen only after due legal actions and settlements of counter claims, if any, which cannot be determined.

e. Loans and Advances considered good includes Rs. 5901.13 Lacs of old debit balances where the same may be recovered in the form of assets or will be settled subject to counter claims, if any, which cannot be determined.

f. Cash and Bank Balances include old unreconciled debits in certain bank accounts which may not be recoverable / realizable.

(ii) a. Interest amounting to Rs. 63.55 Lacs approximately has not been provided on Public Deposits for the year including on deposits which have matured and are claimed but not paid as on 31st March 2013 amounting to Rs. 258.62 Lacs

b. Loans aggregating to Rs 22,399.68 Lacs have been re-called by the banks, due to default in repayment of the principal and interest amounts. Interest amounting to Rs. 2835.95 Lacs approximately has not been provided for the year on these loans. Also no interest has been provided on account of delays in payment of various statutory dues like Tax Deducted at Source, Service Tax, ESIC, Custom Duty, Sales Tax, Provident Fund etc, amount whereof is not ascertainable.

Non or delayed recoverability of the above Stressed Assets and inadequacy of accruals have adversely affected the debt servicing by the Company and also led to operating losses and erosion of liquidity. The management is of the view that the above stressed assets of various classes may need provision in due course the extent of which cannot be determined at present. Consequently they have been shown as considered good and no provision has been made for the same.

The management is of the view that the future viability of the company and its ‘going concern'' assumption would depend on the timely approval of the Company''s OTS proposal.

11 Unsecured interest free loans aggregating to Rs 131.50 Lacs received from various parties and outstanding in the books of account as on 31st March 2013, are subject to reconciliation and confrmation

12 Sales invoices along with the relevant corresponding documents are not in the possession of the Company as the same are in the custody of the government authorities.

13 Regarding impairment the Management is of the opinion that impairment arising out of changes in business model, discontinuation of some products and services and similar reasons should be recognized and are proposed to be transferred to the respective divisions for recovery and an estimate should be made as a block of assets comprising of Fixed Assets, Current Assets and Investments. In the absence of full implementation of the plan, the impairment has not been ascertained and debited to Statement of Proft and Loss.

14 Balances of Trade Receivables, Loans and Advances and Trade Payables are subject to confrmations, reconciliation and consequential adjustments, if any, the effects of which are at present unascertainable.

15 Employee Benefts a. Defned Contribution Plans

The Company has recognized the following amounts in the Proft and Loss Account for the Defned Contribution Plans:

b. State Plans:

The Company has recognized the following amounts in the Proft and Loss account for contribution to State Plans:

c. Defned Beneft Plans -

The Company has a defned beneft gratuity plan. Every employee who has completed fve years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed fve years or more of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy. The Company has provided for gratuity and leave encashment based on actuarial valuation done as per Projected Unit Credit Method. The Gratuity Liability is funded with Life Insurance Corporation of India. The details of the Gratuity Fund for it''s employees are given below which is certifed by an actuary and relied upon by the auditors.

The following tables summarize the components of net beneft expense recognized in the proft and loss account and the funded status and amounts recognized in the balance sheet for the respective plans.

Proft and Loss account

16 Interest in Joint Ventures

The Company had a 50% interest in a Joint Venture Company, Midcom Magnetics Management Pvt. Ltd., incorporated in India, which is involved in research and development of imaging system. The Company has exited from the JV during the year.

17 Deferred Tax

In terms of the provisions of the Accounting Standard – 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, there is a net deferred tax asset on account of accumulated losses and unabsorbed depreciation.

In compliance with provisions of the Accounting Standard and based on General Prudence, the Company has not recognized the deferred tax asset while preparing the accounts of the year under review.

18 Leases

In case of assets taken on Lease

Finance Lease

Plant & Machinery includes machinery obtained on fnance lease. The legal title for the same has passed to the Company. There are no lease payments outstanding.

Operating Lease

Offce Premises are obtained on Operating lease. The lease term is for 11 months and thereafter renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. Lease rental expense for the year for the agreements entered into is Rs. 61.72 Lacs (Previous Year - Rs. 75.05 Lacs).

In case of Assets given on Lease

Finance Lease

There are no Assets given on Finance lease.

Operating Lease

The Company has leased out Plant & Machinery on operating lease. The lease term is for 3 to 10 years and thereafter not renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

19 Related Parties Disclosure

Name of the related parties where control exists irrespective of whether transactions have occurred or not:

a. Subsidiary

AEL Projects Private Ltd. AEL ESCO Private Ltd.

b. Associate

Unique Waste Plastic Management And Research Co. Private Ltd. Midcom Magnetics Management Private Ltd. AEL LED Co. Private Ltd.

c. Key Management Personnel

i) Mr. Arun Shah, Executive Chairman

ii) Mr. Neelakanta Iyer.

iii) Mr. Rajesh Mehta. (Upto 14.02.2013)

d. Relatives of Key Management Personnel Mr. Naman Arun Shah

e. Enterprises over which any person specifed in (c) or (d) above is able to exercise signifcant infuence. This includes enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise

i) Pranamghar (India) Private Limited

ii) Arsh Advisors Private Ltd.

iii) Arun & Co.

iv) Sirius Capital Services Ltd.

v) Dalal Desai and Kumana (Partnership Firm)

vi) Pal Technology Private Limited

vii) Karnataka Pyronics Private Limited.

viii) Lite Tecnicks India Private Limited.

ix) Integral Engineering Solutions Private Limited. (Upto 14.02.2013)

x) Integral Technologies Private Limited. (Upto 14.02.2013)

xi) Srushti Ecosystems LLP. (Upto 14.02.2013)

Note: Related Party relationship is as identifed by the Company and relied upon by the Auditors

20 Segment Information

Segment reporting as required under AS – 17 is not applicable for the year under review, as more than 90% of the revenue comes from a single segment of Lighting Products / Systems. There is only one geographical segment.

21 Previous Year fgures have been regrouped / rearranged wherever necessary to make them comparable with those of the current year.

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Mar 31, 2011

Nature of Operations

Asian Electronics Limited (AEL) was established in 1964 is involved in design and manufacturing of Energy Conservation products – specializing in energy efficient lighting solutions.

1. (a) Sundry Creditors include principal amount of Rs. 84.50 Lacs (Rs. 125.40 Lacs) due to the suppliers covered by "The Micro Small and Medium Enterprises Development Act, 2006".

(b) The Management has certified that there is no interest paid/payable during the year by the Company to such suppliers. (Previous year – Rs. Nil).

(c) Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2011 are as under –

See Megh Industrial Electricals Pvt. Ltd., Ashoka Industries, Swami Samarth Electronics Pvt. Ltd, Sarang Enterprises, Sheetal Thermocol Packers, Nisha Enterprises, Sa Enterprises, M-Tech Trading Co., Shubham Engineering, Libra Industries, Pramod Fibre-Plast Pvt Ltd, Shree Fabs, Shalaka Polymers, Kalpana Enterprises, Suprim Engineering, Bright Light Company, Sai Ashish Enterprises, Impakt Packaging, Hira Plastics Industries, Devyani Enterprises, Shiva Enterprises, Kunal Enterprises, Arya Enterprises, See Ram Industries, Aashirwad Press Tools, Bhamre Saw Mill, Chafekar Engineering Works, Shree Raj Packaging, Pushkraj Packaging, A.B. Stamping, Swati Packagers, Bhagyashree Eng. Pvt. Ltd., Garima Enterprises, Printa Chem, Jai Sadguru Industries, Kamal Industries, Perfect Engraving Works, Shaunak Enterprises, M. M. Woodland Pvt. Ltd, Manisha Packaging.

The above information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

2. (i) As per approval of the shareholders of the Company under Section 293 (1) (a) of the Companies Act, 1956, obtained through postal ballot on 22nd May, 2010, the Company has effective from Oct 1st 2009, transferred the businesses of the following divisions to two 100% subsidiaries as under, subject to requisite approvals being obtained from the concerned Statutory Authorities and the Company's lenders and creditors:

a. Business of ESCO Division, i.e. financing of Projects / Products to customers on energy saving basis, and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

b. Business of Projects Division, i.e. State Electricity Board Projects and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

(ii) In accordance with the accounting principles, the accounts have incorporated all such transactions at book values at the time of transfer and the difference between the book values of identified Assets and Liabilities of ESCO Division amounting to Rs. 5,174.34 Lacs and of Projects Division amounting to Rs. 1,129.15 Lacs is shown as an Investment in the subsidiaries. However pending allotment of shares by the two subsidiary companies the Company has for the time being shown the said investments under Investment Suspense Account in Schedule 6 of the Accounts.

(iii) The Company had applied for approvals of Secured / Unsecured Lenders. However, one of the lenders has informed the Company that they are not agreeable to the transfer of the businesses of the two divisions to the two 100% subsidiaries and has declined to give its approval. Besides, the Lead bank of the Consortium for Working Capital has informed the Company not to proceed with hiving-off of assets without the written consent of the Consortium Banks. Consequently, the Company continues to be liable to the lenders for the Term Loans and Unsecured Redeemable Non-Convertible Debentures transferred to the subsidiary companies. The Company has not provided interest on the above for the year under review. Therefore, the company will continue to be liable to the lenders for the following:

Liabilities of ESCO Division

a. Term loan and interest due thereon to IDBI for Rs 1714.75 lacs which is secured by way of: i. First charge on movable properties of the Company by way of hypothecation.

ii. First charge by way of equitable mortgage on the immovable properties of the Company at Nasik.

iii. Hypothecation of receivables pertaining to ESCO Division subject to first prior charge of IREDA to the extent of Rs.1800 lacs.

b. Term loan and interest due thereon to IDBI for Rs 7221.41 lacs which is secured by way of:

i. First charge on immovable and movable properties of the Company located at 68, MIDC, Satpur Nashik by way of extension of pari-passu first charge with UCO Bank in respect of its Term loan of Rs.6000 lacs (outstanding as on 31 Mar 2011 is Rs. 300.00 Lacs) excluding exclusive charge created in favour of IREDA on the Solar Plant acquired out of assistance of Rs.1971 lacs sanctioned by IREDA

ii. Exclusive first charge of ESCO receivables (except MSEDCL receivables) under deferred sales and all new ESCO contracts for Energy Efficient Lighting Systems to be funded by IDBI under this loan

iii. Charge on MSEDCL receivables is subject to first prior charge in favor of UCO Bank in respect of its Rupee Term Loan of Rs.6000 lacs (Outstanding as on 31 Mar 2011 is Rs. 300.00 Lacs) and first prior charge in respect of IREDA to the extent of Rs.1800 lacs.

Liabilities of Projects Division

a. Unsecured Redeemable Non – Convertible Debentures and interest thereon issued to LIC Mutual Fund Asset Management Company Limited amounting to Rs. 4935.08 Lacs

(i) The Wholly Owned Subsidiary Companies (Transferee Companies) may opt to revalue the assets and appropriate the costs incurred based on fair market value including goodwill and may therefore adjust premium on transfer upon completion of exercise.

3 The Company had issued and allotted 31,45,000 Equity Share Warrants to an investor on 13th August, 2009 at an exercise price of Rs.40/

- per Equity Share aggregating to Rs.1,258 Lacs, on payment of 25% of the issue price aggregating to Rs. 314.50 Lacs. Out of the above 31,45,000 Warrants, the Investor has exercised an option for conversion of 8,33,333 Warrants into equivalent number of Equity Shares in the previous year and 4,13,333 Warrants into equivalent number of Equity Shares in the current year on payment of the balance amount of Rs. 30 per share, aggregating to Rs. 374 Lacs upto 12th February, 2011. The money so raised has been utilized for meeting working capital requirement of the Company. As the option to convert the balance of 18,98,334 Warrants into Equity Shares was not exercised within the period of 18 months, the same lapsed on 12th February, 2011 and consequently 25% of the Issue Price paid upfront on these warrants amounting to Rs. 189.83 Lacs stands forfeited and the same has been transferred to the Capital Reserve Account of the Company.

The Company modified the Scheme in terms of the provisions of the SEBI ESOP Guidelines and Scheme. A Trust called "Asian Electronics Limited Employees' Welfare Trust" (The Trust) has been constituted vide Trust Deed dated 25th January, 2007 to administer the Scheme under the directions of the Compensation Committee.

The Company has already allotted 8,50,000 Shares to the Trust on 31st March, 2007 at a price of Rs. 86.50 per Equity Share to be eventually allotted to the employees of the Company on exercise of option by them in due course of time. The Company has also given advance of Rs. 735.25 Lacs to the Trust for the purpose.

The Compensation Committee of the Board of Directors at its meeting held on 31st March 2010 had granted 3,51,550 stock options under ESOP - 2005 Scheme to certain Executives / Officers of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28 per Equity Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of seven years from the date of vesting.

During the year under review, the Compensation Committee of the Board of Directors, on 23rd March, 2011, revised the exercise price to Rs. 12.60/- per share, which was the closing price of the share on the Stock Exchanges on the previous day of such revision ie. 22nd March, 2011. Consequently due to the revision of price, an amount of Rs. 600.15 Lacs is shown under Exceptional Item and charged to Profit and Loss Account.

Further the Company has received Rs. 10 Lacs on 30th March 2011 towards exercise of 79,365 Stock Option into equal number of Shares under the ESOP Scheme 2005. The balance of Loan to the Trust outstanding as on 31st March 2011 is Rs. 97.10 Lacs which is adjusted against Share Capital and Securities Premium Account.

Subsequent to the Balance Sheet date, the Company has received Rs. 21.50 Lacs towards exercise of 1,70,635 Stock Option into equal number of Shares under the Scheme.

The Company has received listing approvals for listing of Shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited vide their letters dated 8th January 2010 and 11th January 2010 respectively.

5 During the Financial Year 2009 - 10, the Company has instituted ESOP 2009 Scheme. The Compensation Committee of the Board of

Directors at its meeting held on 31st March 2010 has granted 10,00,000 Stock Options under ESOP 2009 Scheme to the Non – Executive Independent Directors of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28/- per Equity Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of five years from the date of vesting.

Towards streamlining of the implementation of the ESOS 2009, the Company modified the Scheme in terms of the provisions of the SEBI ESOP Guidelines and Scheme, vide Special Resolution passed at the Annual General Meeting held on 30th September, 2009. A Trust called "Asian Electronics Limited Employees' Welfare Trust, 2009" (The Trust) has been constituted vide Trust Deed dated 12th February, 2011 to administer the Scheme under the directions of the Compensation Committee.

During the year under review, the Compensation Committee of the Board of Directors, on 23rd March, 2011, revised the exercise price to Rs. 12.60/- per share, which was the closing price of the share on the Stock Exchanges on the previous day of such revision i.e. 22nd March, 2011.

Subsequently, the Company has allotted 10,00,000 Shares to the Trust on 25th March, 2011 at a price of Rs. 12.60/- per Equity Share to be eventually allotted to the eligible Directors of the Company on exercise of option by them in due course of time. The Company has also given advance of Rs. 126 Lacs to the Trust for the purpose. During the year under review, the Company has received Rs. 24 Lacs towards exercise of 1,90,476 options in to equivalent number of Shares under the Scheme. The balance of the Loan outstanding as on 31st March 2011 is Rs. 102 Lacs which is adjusted against Share Capital and Securities Premium Account.

Subsequent to the Balance Sheet date, the Company has received Rs. 7,50,000 towards exercise of 59,524 Stock Option into equal number of Shares under the Scheme.

6 On 16th September 2009, the Compensation committee of the Board of Directors had granted 33,20,549 Stock Options under Chairman's Stock Option Scheme 2009, to the Executive Chairman Mr. Arun B. Shah, which shall be exercisable in to equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each on payment of exercise price of Rs. 5 per Equity Share on or after completion of one year from the date of grant i.e. 15th September 2010 being the vesting date. The options are to be exercised within a period of one year from the date of vesting.

The amount of Rs. 204.48 Lacs represents the pro rata difference between the market price prevailing on 12th February, 2009 (being the date on which the Chairman became eligible for the Options) and the exercise price of Rs. 5/- per Equity Share, which has been provided as an exceptional item.

During the year under review, the Company received Rs. 1,50,00,000/- and Rs. 16,02,745/- on 30th September 2010 and on 9th February 2011 respectively, from the Executive Chairman Mr. Arun B. Shah, towards the exercise of 33,20,549 Stock Options into equal number of equity shares of Rs. 5/- each at an exercise price of Rs. 5/- per share. Accordingly, the Company allotted 30,00,000 and 3,20,549 equity shares to Mr. Arun B. Shah on 30th September, 2010 and on 9th February 2011 respectively which are being held by third parties on behalf of Mr. Arun B. Shah under Sec. 187 C of the Companies Act, 1956.

During the year an amount of Rs. 647.51 Lacs (comprising of Rs. 443.03 Lacs for previous year and Rs 204.48 Lacs for the current year, being the difference between the market price prevailing on 12th February, 2009 and the exercise price of Rs. 5/- per Equity Share) which has been provided as exceptional item over the vesting period ending 30th September 2010 is credited to Stock Option Outstanding. On allotment of the shares, the said amount of Rs. 647.51 Lacs is transferred from Stock Option Outstanding to the Securities Premium Account.

7 The Company has followed the Intrinsic value method of accounting for the Options granted to Employees under the above mentioned Stock Option Schemes as mentioned in Paras 4, 5 and 6 above. However since the Company has not ascertained the fair value of the above Options granted, disclosure of the impact of the same if any on the Company's proforma net profit, proforma basic earnings per share and proforma diluted earnings per share is not ascertainable.

8 The Company's products have warranty clause for a period of 24 months. Provision for warranty claims has not been considered as the amount of claim on sale under warranty is estimated to be not material by the Management.

9 Due to current mismatch of inflows and outflows, compounded by delayed recoveries of certain stressed assets, as enumerated in Note No. 11 below, the debt servicing by the Company has been adversely affected. As a result, action has been initiated by some of the lenders of the Company. LIC Mutual Fund has filed a petition in the Bombay High Court for winding up of the Company for non-payment of its dues. The matter is being heard and the Company is representing its case. Bank of India has served upon the Company a Notice under Section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Act, 2002 for repayment of dues. Also other Banks have sent Demand Notices to the Company for repayment of their dues.

10 In view of the temporary strain on financial resources which has inter alia resulted in delay in repayment of dues, and also with an objective to bring normalcy to the Company's operations, a reference for Corporate Debt Restructuring (CDR) has been made recently under the CDR mechanism, instituted by Reserve Bank of India, for restructuring corporate debts of viable corporate entities, affected by internal factors or external factors, for the benefit of all stakeholders. The restructuring requests, inter alia, includes approval of the lenders for hiving off the businesses of ESCO and Projects Divisions to two 100% subsidiaries. Pending consideration of such requests, the Company has not yet taken any steps with regard to the non-approval as explained in Note No. 2 above.

11 Consequent to a review made by the Management of the various Assets of the Company, the Management is of the opinion that special efforts over a period of time would be needed for recovery of the following stressed assets which would have an impact on the results of the Company for the year under review:- (a) Diminution in the value of Investments in Foreign Companies Rs. 7.77 Lacs, where the local Managements have deserted the

Companies and the businesses have been closed down.

(b) Diminution in the value of the Investments, if any, in Unique Waste Plastic Management and Research Company Pvt. Ltd. of Rs. 4,360.20 Lacs where the pending disputes with minority shareholders need to be resolved to recover the value of the Investments held by the Company.

(c) Inventories of Rs. 8364.69 Lacs include Rs. 3,000.00 Lacs of old/ unusable stocks, where the Product Lines are discontinued.

(d) Sundry Debtors considered good includes Rs. 4,216.23 Lacs of old Outstanding's where the recovery may happen only after due legal actions and settlements of counter claims, if any, which cannot be determined.

(e) Loans and Advances considered good includes Rs. 2,926.51 Lacs of old debit balances where the same may be recovered in the form of assets or will be settled subject to counter claims, if any, which cannot be determined.

(f) Cash and Bank Balances include Rs 192.67 lacs on account of unreconciled Bank balances which may not be recoverable / realizable.

Non or delayed recoverability of the above Stressed Assets and inadequacy of accruals have adversely affected the debt servicing by the Company and also led to operating losses and erosion of liquidity. The management is of the view that the above stressed assets of various classes may need provision in due course the extent of which cannot be determined at present. Consequently they have been shown as considered good and no provision has been made for the same.

The management is of the view that the future viability of the company and its 'going concern' assumption would depend on the timely approval of the CDR to the Company's restructuring proposal.

12 Balances of Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confirmations, reconciliation and consequential adjustments, if any, the effects of which are at present unascertainable.

13 As recommended by the Board of Directors and approved by the Shareholders at the Extraordinary General Meeting held on 6th July, 2009, the Company is proposing to make a Rights Issue in the ratio of 1:2 to its existing Shareholders in the near future, subject to market conditions and other considerations and the Company has filed Draft Letter of Offer with the Securities & Exchange Board of India (SEBI), Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. pursuant to which SEBI has issued Observation Letter. The Company is now required to update the Draft Letter of Offer and take the necessary approval of SEBI to proceed with the Rights Issue in due course of time. The SEBI Observation Letter is valid upto 24th August, 2011.

15 Interest in Joint Ventures

i) The Company has a 50% interest in a Joint Venture Company, Midcom Magnetics Management Pvt. Ltd., incorporated in India, which is involved in research and development of imaging system.

i) The Company along with Home Solutions Retails (India) Ltd., a Future Group Company had formed a Joint Venture Company,

i.e., Asian Retail Lighting Ltd. (ARLL) for the purpose of providing lighting solutions to Retail Industries in the year 2007-08. The Company's share of Investment in the Joint Venture was 46.50% at the beginning of the year.

At the meeting of the Board of Directors and Committee of Directors of the Joint Venture Company held on 29th December 2010 and 27th January, 2011 respectively, decision was taken for the issue and offer of 1,00,15,200 Equity Shares of Rs. 10 each (Rs. 10 only) for Cash at par on Rights basis in the ratio of 321 Equity Shares for every 100 Equity Shares held by the existing Shareholders holding shares on 27th January, 2011.

Accordingly on the Company's holding of 14,51,040 Equity Shares in ARLL, the Company's rights entitlement in the Rights issue was 46,57,838. However the Company did not subscribe to the Rights Issue and the same was allotted to the other partner of the Joint Venture Company. Consequently Company's share of investment in ARLL fell from 46.50% to 11.05% and ARLL ceased to be a Joint Venture Company as on 31st March 2011.

17 Deferred Tax

In terms of the provisions of the Accounting Standard – 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, there is a net deferred tax asset on account of accumulated losses and unabsorbed depreciation. In compliance with provisions of the Accounting Standard and based on General Prudence, the Company has not recognized the deferred tax asset while preparing the accounts of the year under review.

18 Leases

In case of assets taken on Lease

Finance Lease

Plant & Machinery includes machinery obtained on finance lease. The legal title for the same has passed to the Company. There are no lease payments outstanding.

Operating Lease

Office Premises are obtained on Operating lease. The lease term is for 11 months and thereafter renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. Lease rental expense for the year for the agreements entered into is Rs. 91.61 Lacs (Rs. 103.55 Lacs).

In case of Assets given on Lease

Finance Lease

There are no Assets given on Finance lease.

Operating Lease

The Company has leased out Plant & Machinery on operating lease. The lease term is for 3 to 10 years and thereafter not renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

19 Related Parties Disclosure

Name of the related parties where control exists irrespective of whether transactions have occurred or not:

a. Subsidiary

AEL Projects Pvt. Ltd. (w.e.f. 22.7.2010) AEL ESCO Pvt. Ltd. (w.e.f. 21.7.2010)

b. Joint Venture:

Midcom Magnetics Management Private Limited Asian Retail Lighting Limited (upto 23rd March, 2011)

c. Associate

Unique Waste Plastic Management And Research Co. Pvt. Ltd.

d. Key Management Personnel Mr. Arun Shah, Executive Chairman

e. Relatives of Key Management Personnel Mr. Naman Arun Shah

f. Enterprises over which any person specified in (d) or (e) above is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise

Pranamghar (India) Private Limited Arsh Advisors Pvt. Ltd. Arun & Co.

Indage Vintners Limited (upto 30.03.2011) Indage Restaurants and Leisure Limited (upto 30.03.2011) Dalal Desai and Kumana (Partnership Firm) Note: Related Party relationship is as identified by the Company and relied upon by the Auditors

20 Segment Information

Segment reporting as required under AS – 17 is not applicable for the year under review, as more than 90% of the revenue comes from a single segment of Lighting Products / Systems. There is only one geographical segment.

21 Previous Year figures have been regrouped / rearranged wherever necessary to make them comparable to those of the current year.

---

Mar 31, 2010

Nature of Operations

Asian Electronics Limited (AEL) was established in 1964 is involved in design and manufacturing of Energy Conservation products – specializing in energy efficient lighting solutions.

1 (a) Sundry Creditors include principal amount of Rs. 125.40 Lacs (Rs. 205.50 Lacs) due to the suppliers covered by "The Micro Small and Medium Enterprises Development Act, 2006".

(b) The Management has certified that there is no interest paid/payable during the year by the Company to such suppliers. (Previous year - Rs. Nil).

(c) Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2010 are as under -

Aashirwad Press Tools, Ashoka Industries, Bhamre Saw Mill, Chafekar Engineering Works, Impakt Packaging Libra Industries, See Megh Industrial Electricals Pvt.Ltd., Shalaka Polymers, Shiva Enterprises, Suprim Engineering, Swami Samarth Electronics Pvt Ltd, Swati Packagers, Bright Light Company, Devyani Enterprises, Hira Plastics Industries, PRINTA CHEM, Kalpana Enterprises, Kunal Enterprises, M-Tech Trading Co., Nisha Enterprises, Perfect Engraving Works, Pramod Fibre-Plast Pvt Ltd, Pushkraj Packaging, Sa Enterprises, Sai Ashish Enterprises, Sarang Enterprises, See Ram Industries, Sheetal Thermocol Packers, Shree Fabs, Shree Raj Packaging Shubham Engineering.

The above information as required to be disclosed under the Mcro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

2 (i) As per approval of the shareholders of the Company under Section 293 (1) (a) of the Companies Act, 1956, obtained through postal ballot on 22nd May, 2010, the Company has effective from Oct 1st 2009, transferred the businesses of the following divisions to two 100% subsidiaries (proposed) as under:

a. Business of ESCO Division, i.e. financingof Projects / Products to customers on energy savingbasis, and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

b. Business of Projects Division, i.e. State Electricity Board Projects and all activities related thereto together with all related assets, liabilities and entitlements at book values as at the time of transfer on a going concern basis.

(ii) In accordance with the accounting principles, the accounts have incorporated all such transactions at book values at the time of transfer and the difference between the book values of identified Assets and Liabilities of ESCO Division amounting to Rs. 5,174.34 Lacs and of Projects Division amounting to Rs. 1,129.15 Lacs is shown as an Investment in the proposed subsidiaries.

However, pending formalities for formation of the two subsidiary companies, the Company has for the time being shown the said investments under Investment Suspense Account in Schedule 6 of the Accounts.

(iii) The Company has applied for approvals of Secured / Unsecured Lenders which are awaited. Pending such approval, the company will continue to be contingently liable to the lenders for the following:

Liabilities of ESCO Division

a. Term loan and interest due thereon to IDBI for Rs 1500 lacs which is secured by way of: i. First charge on movable properties of the Company by way of hypothecation.

ii. First charge by way of equitable mortgage on the immovable properties of the Company at Nasik.

iii. Hypothecation of receivables pertaining to ESCO Division subject to first prior charge of IREDA to the extent of Rs.1800 lacs.

b. Term loan and interest due thereon to IDBI for Rs 6322.50 lacs which is secured by way of:

i. First charge on immovable and movable properties of the Company located at 68, MIDC, Satpur Nashik by way of extension of pari-passu first charge with UCO Bank in respect of its Term loan of Rs.6000 lacs (outstanding as on 31 Mar 2010 is Rs. 608.67 Lacs) excluding exclusive charge created in favour of IREDA on the Solar Plant acquired out of assistance of Rs.1971 lacs sanctioned by IREDA

ii. Exclusive first charge of ESCO receivables (except MSEDCL receivables) under deferred sales and all new ESCO contracts for Energy Efficient Lighting Systems to be funded by IDBI under this loan

iii. Charge on MSEDCL receivables is subject to first prior charge in favor of UCO Bank in respect of its Rupee Term Loan of Rs.6000 lacs (Outstanding as on 31 Mar 2010 is Rs. 608.67 Lacs) and first prior charge in respect of IREDA to the extent of Rs.1800 lacs.

Liabilities of Projects Division

a. Unsecured Redeemable Non – Convertible Debentures and interest thereon issued to LIC Mutual Fund Asset Management Company Limited amounting to Rs. 4526.70 Lacs

(iv) The Wholly Owned Subsidiary Companies (Transferee Companies) may opt to revalue the assets and appropriate the costs incurred based on fair market value including goodwill and may therefore adjust premium on transfer upon completion of exercise.

3 During the year, the Company had issued and allotted 31,45,000 Equity Share Warrants to an investor on 13th August 2009 at an exercise price of Rs. 40 per equity share aggregating to Rs. 1258. 00 Lacs on payment of 25% of the issue price aggregating to Rs. 314.50 Lacs. Out of the above 31,45,000 warrants, the investor has exercised options for conversion of 8,33,333 warrants in to equivalent number of Equity Shares on payment of the balance amount i.e. Rs. 250 Lacs upto 1st December 2009. The money so raised has been utilized for the working capital requirement of the Company.

The Company modified the Scheme in terms of the provisions of the SEBI ESOP Guidelines and Scheme. Accordingly a Trust called “Asian Electronics Limited Employees’ Welfare Trust” has been constituted vide Trust Deed dated 25th January, 2007 to administer the Scheme under the directions of the Compensation Committee.

The Company has already allotted 8,50,000 Shares to the Trust on 31st March, 2007 at a price of Rs. 86.50 per Equity Share to be eventually allotted to the employees of the Company on exercise of option by them in due course of time. The Company has also given advance of Rs. 735.25 Lacs to the Trust for the purpose. The balance outstanding as on 31st March 2010 is Rs. 707.25 Lacs which is adjusted against Share Capital and Securities Premium Account.

The Company has received Listing approvals for listing of the shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited vide their letters dated 8th January, 2010 and 11th January, 2010 respectively.

The Compensation Committee of the Board of Directors at its meeting held on 31st March 2010 has granted 3,51,550 stock options under ESOP - 2005 Scheme to certain Executives / Officers of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28 per Equity Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of seven years from the date of vesting

5 During the Financial Year, the Company has instituted ESOP 2009 scheme. The compensation Committee of the Board of Directors at its meeting held on 31st March 2010 has granted 10,00,000 Stock Options under ESOP 2009 scheme to the Non - Executive Independent Directors of the Company which shall be exercisable into equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each in one or more tranches on payment of exercise price of Rs. 28 per Equity Share of Rs. 5/- each, being the market price prevailing as on 30th March 2010, on or after completion of one year from the date of grant, i.e. 30th March 2011 being the vesting date. The options are to be exercised within a period of five years from the date of vesting

6 The Compensation committee of the Board of Directors has granted 33,20,549 Stock Options under Chairman’s Stock Option Scheme 2009, to the Executive Chairman Mr. Arun B. Shah, which shall be exercisable in to equal number of fully paid up Equity Shares of the Company of the Face Value of Rs. 5/- each on payment of exercise price of Rs. 5 per Equity Share on or after completion of one year from the date of grant i.e. 15th September 2010 being the vesting date. The options are to be exercised within a period of one year from the date of vesting.

The amount of Rs. 443 lacs being the difference between the market price prevailing on 12th February 2009 (being the date on which the Chairman became eligible for the options) and the exercise price of Rs. 5 per share has been provided as an exceptional item.

7 The Company has followed the Intrinsic value method of accounting for the Options granted to Employees under the above mentioned Stock Option Schemes as mentioned in Paras 4, 5 and 6 above. However since the Company has not ascertained the fair value of the above Options granted, disclosure of the impact of the same if any on the Companys proforma net profit, proforma basic earnings per share and proforma diluted earnings per share is not ascertainable.

8 The Companys products have warranty clause for a period of 24 months. Provision for warranty claims has not been considered as the amount of claim on sale under warranty is estimated to be not material.

9 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of the business. The provisions for all known liabilities are adequate.

10 Balances of Sundry Debtors, Loans and Advances and Sundry Creditors are subject to confrmations, reconciliation and consequential adjustments, if any, the effects of which are at present unascertainable.

c. Defined Benefit Plans

Salaries and Wages includes Rs. 23.20 Lacs towards provision made in respect of accumulated leave encashment.

The Company has a defined beneft gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed five years or more of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy. The Company has provided for gratuity and leave encashment based on actuarial valuation done as per Projected Unit Credit Method. The details of the Gratuity Fund for it’s employees are given below which is certified by an actuary and relied upon by the auditors.

The following tables summarize the components of net benefit expense recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the respective plans. Profit and Loss account

11 Interest in Joint Ventures

i) The Company has a 50% interest in a Joint Venture Company, Midcom Magnetics Management Pvt. Ltd., incorporated in India, which is involved in research and development of imaging system.

ii) The Company alongwith Home Solutions Retails (India) Ltd., a Future Group Company had formed two Joint Ventures, i.e., Asian Retail Lighting Ltd. (ARLL) and Home Lighting India Ltd. (HLIL) for the purpose of providing lighting solutions to Retail Industries in the year 2007-2008. The Company had invested 50% in the Equity Share Capital in ARLL and 42% in the Equity Share Capital of HLIL.

As per the decision of the Board of Directors of the above Companies at their respective meetings held on 4th January, 2010, a proposal was fnalized to merge both the businesses into one by assignment of business of HLIL to ARLL with effect from 1st April, 2009.

Under the new arrangement, the Company sold its entire investment in HLIL, i.e., 12,60,000 Shares of Rs. 10/- each aggregating to Rs. 1,26,00,000/-. The Company also sold 1,03,500 Shares of Rs. 10/- each of ARLL aggregating to Rs. 10,35,000/-. The proceeds amounting to Rs.1,36,35,000/- has been utilized to buy 54,540 Shares of ARLL of Rs. 10/- each at a premium of Rs. 240/- per Share. Thus, the investment in HLIL became Nil and the investment in ARLL has gone up to Rs. 2,76,00,000/- which consists of 13,96,500 Equity Shares at the cost of Rs. 10/- each and 54,540/- Shares of Rs. 10/- each at a price of Rs. 250/- each. So, as on 31st March, 2010, the number of Shares of ARLL is 14,51,040 at the cost of Rs.2,76,00,000/-.

Consequently, the shareholding in Joint Ventures i.e. ARLL has become 46.5% and the shareholding in HLIL has become Nil as on 31st March, 2010. This arrangement has been approved by both the Joint Venture Companies as well as the Company.

12 Deferred Tax

In terms of the provisions of the Accounting Standard - 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India, there is a net deferred tax asset on account of accumulated losses and unabsorbed depreciation.

In compliance with provisions of the Accounting Standard and based on General Prudence, the Company has not recognized the deferred tax asset while preparing the accounts of the year under review.

13 Leases

In case of assets taken on Lease

Finance Lease

Plant & Machinery includes machinery obtained on fnance lease. The legal title for the same has passed to the Company. There are no lease payments outstanding.

Operating Lease

Office Premises are obtained on Operating lease. The lease term is for 11 months and thereafter renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. Lease rental expense for the year for the agreements entered into is Rs. 103.55 Lacs (Rs. 120.11 Lacs).

In case of Assets given on Lease

Finance Lease

There are no Assets given on Finance lease.

Operating Lease

The Company has leased out Plant & Machinery on operating lease. The lease term is for 3 to 10 years and thereafter not renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

14 Related Parties Disclosure

Name of the related parties where control exists irrespective of whether transactions have occurred or not:

a. Subsidiary

Proposed Company to which the Projects division has been transferred. Proposed Company to which the ESCO division has been transferred.

b. Joint Venture:

Midcom Magnetics Management Private Limited Asian Retail Lighting Limited

Home Lighting India Limited [Up to 31 March 2009, refer note 13 (ii)]

c. Associate

Unique Waste Plastic Management And Research Co. Pvt. Ltd.

d. Key Management Personnel

Mr. Arun Shah, Chairman

Mr. Suresh Shah, Chairman Emeritus (upto 26.09.2009)

Mr. Jinendra Shah, Executive Director (up to 3. 5. 2009)

e. Relatives of Key Management Personnel

None

f. Enterprises over which any person specifed in (d) or (e) above is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise

Pranamghar (India) Private Limited

Arsh Advisors Pvt. Ltd.

Arun & Co.

Indage Vintners Limited

Indage Restaurants and Leisure Limited

Sirius Capital Services Limited

MNR Engineering Private Limited

Dalal Desai and Kumana (Partnership Firm)

Shah Investments Financial Developments & Consultants Private Ltd. (upto 26.09.2009)

U.S. Instruments Private Ltd. (upto 26.09.2009)

Note: Related Party relationship is as identifed by the Company and relied upon by the Auditors

15 Segment Information

Segment reporting as required under AS – 17 is not applicable for the year under review, as more than 90% of the revenue comes from a single segment of Lighting Products / Systems. There is only one geographical segment.

16 Previous Year figures have been regrouped / rearranged wherever necessary. The figures of the previous year are not comparable as the businesses of two divisions of the Company have been transferred during the year.