Directors Report of Calcom Vision Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39th Annual Report on the operations of your Company together along with Annual Audited Financial Statements for the year ended March 31, 2024. The financial highlights of the Company for FY 2023-24 are given below:

FINANCIAL RESULTS

The highlights of the standalone & consolidated financial results of your Company along with previous year’s figures are as under: Standalone

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Income
Revenue from Operations	16019.85	16006.73
Financial Charges	491.39	318.57
Depreciation	298.88	241.44
Profit/(Loss) before Tax	216.19	808.59
Tax Expense	84.13	243.97
Profit/(Loss) after tax	132.06	564.62

Consolidated

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Income
Revenue from Operations	16019.85	16006.73
Financial Charges	491.39	318.57
Depreciation	298.88	241.44
Profit/(Loss) before Tax	216.19	808.59
Tax Expense	84.13	243.97
Profit/(Loss) after tax	132.06	564.62

Consolidated Financial Statements have become applicable to the Company from this Financial Year only.

The Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

OVERVIEW AND STATE OF COMPANY’S AFFAIRS

During the year under review, the total Sales of your Company were INR 16019.85 Lacs as against INR 16006.73 Lacs for the previous year. The Net Profit for the year was INR 132.06 Lacs as compared to Net Profit INR 564.62 Lacs during previous year.

The sales for the FY24 is increased by 0.08% as compared to the previous FY23. The Revenue CAGR of Calcom over the last 5 years is 25.08% and for last 2 years is 26.5%.

The EBITDA %age has decreased by 26.46% as compared to the previous FY23.

During the year under review, there has been no change in the nature of business of the Company.

Detailed information on the operations of the business of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

SHARE CAPITAL

During the year under review, the Company allotted 1,12,551 Equity Shares of H 10/- each pursuant to exercise of Employee Stock Options by eligible employees under Calcom Vision Employees Stock Option Plan-2018 (“ESOP PLAN”) and 5,52,117 Equity Shares of H 10/- each through Preferential Allotment.

Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was increased from H 12,79,18,020 at the beginning of the FY to H 13,45,64,700 at the end of the FY.

During the year under review, the Company issued & allotted 3,82,164 fully convertible warrants to the Promoter & Promoter Group and 15,923 fully convertible warrants to Non-Promoter category.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employees Stock Option Scheme (“ESOP Scheme”) in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”) as a measure to reward and motivate employees as also to attract and retain talent.

The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the longterm growth and success of your Company.

Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and sweat equity) Regulations, 2021 are set out in Annexure XI to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of financial statement.

The Secretarial Auditor of your Company, M/s Akash Verma & Associates, Practicing Company Secretary, COP No. 22065 have certified that the Employee Stock Option Plan of the Company has been implemented in accordance with the applicable SEBI Regulations and the resolution passed by the Members in this regard. A certificate to this effect shall also be placed before the members at the ensuing Annual General Meeting.

DIVIDEND

The Company has not declared any dividend during the Financial Year 2023-24.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended March 31, 2024, the Company has not given any loans, provided any guarantees / securities that are covered under the provisions of Section 186 of the Act.

The Company made investments in share capital of other Body Corporates that are covered under the provisions of Section 186 of the Act as given below:

S. No	Date of Investment	Name of Body Corporate	Nature of Relationship	Amount Invested
1	25.03.2024	Calcom Taehwa	Associate Company	25,00,000
		Techno Pvt Ltd
2	27.02.2024	Calcom Kadapa	Wholly Owned	9,990
		Pvt. Ltd	Subsidiary Company

Both the investments made are within the limits specified under Section 186(2) and are approved by the Board of Directors.

RELATED PARTY TRANSACTIONS

As per the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s Website http://www. calcomindia.com/.

All related party transactions are placed before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

There were no materially significant transactions with related parties (i.e. transactions exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, whichever is lower) during the year as per the last audited financial statements.

The disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is enclosed in Annexure-II.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

Directors and Key Managerial Personnel who were Appointed/ Re-appointed or have resigned during the Year

During the year under review, the following changes in the Board composition/Key Managerial Personnel have taken place:

a) Resignation of Company Secretary: Ms. Aayushi Jindal (M. No. 55567), Company Secretary & Compliance Officer of the Company resigned from the position of Company Secretary

and placed before the Board her resignation letter in Board Meeting held on February 13, 2024.

b) Appointment of Company Secretary: Ms. Rakhi Sharma (M. No. 72812), on the recommendation of Nomination & Remuneration Committee was appointed by the Board in its Meeting held on February 13, 2024 as Company Secretary & Compliance Officer of the Company.

c) The Board in its meeting held on April 18, 2023 re-appointed Mr. Sushil Kumar Malik (DIN: 00085715), Chairman & Managing Director with effect from July 31, 2023 for a term of Five Years i.e from 31.07.2023 to 30.07.2028. The re-appointment was confirmed by the shareholders through postal ballot on May 20, 2023.

d) The Board in its Meeting held on May 30, 2023 approved the change in designation of Mr. Akhauri Rajesh Sinha (DIN: 03566720) from Non-Executive Independent Director to NonExecutive Vice Chairman (as non-independent director) with effect from June 01, 2023 which was approved by Shareholders by passing a Special Resolution in the last Annual General Meeting held on September 30, 2023.

*After the close of FY 2023-24, Dr. Om Prakash Sood (DIN: 06954639) retired from the Board and its committees with effect from April 19, 2024 since he completed his two consecutive terms of Five years each on Board as an Independent Director on April 19, 2024.

Apart from the above, there were no other appointment and resignations of directors and/or Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL (“KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2024, Mr. Sushil Kumar Malik -Chairman & Managing Director, Mr. Abhishek Malik- Whole-time Director, Mr. Pramod Kumar - Chief Financial Officer and Ms. Rakhi Sharma - Company Secretary & Compliance Officer are the Key Managerial Personnel (“KMP”) of the Company, pursuant to the provisions of the Companies Act, 2013.

During the Financial Year, in a Meeting of Board held on 13.02.2024, the Board approved the resignation of previous Company Secretary, Ms. Aayushi Jindal (M. No. 55567) and appointed Ms. Rakhi Sharma (M. No. 72812) to fill the resultant vacancy.

There was no other change in the KMPs of the Company during the period under review.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, not less than 2/3rd (two-thirds) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Akhauri Rajesh Sinha (DIN: 03566720) is liable to retire by rotation in the ensuing Annual General Meeting and he does not seek re-appointment.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16 & 25 of SEBI Regulations, the following four Non- Executive Directors were categorized as Independent Directors of the Company as on March 31, 2024:

a) Dr. Om Prakash Sood (DIN: 06954639)

b) Mr. Sunder Hemrajani (DIN: 01935048)

c) Mr. Ashok Kumar Sinha (DIN: 08812305)

d) Mrs. Parvathy Venkatesh (DIN: 00414603)

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 2 (Two) Executive Directors and 4 (Four) Non-Executive Directors out of which 3 (three) are independent.

Mr. Sushil Kumar Malik (DIN: 00085715) Chairman & Managing Director, Mr. Abhishek Malik (DIN: 00085220) Whole-time Director of the Company are Executive Directors.

Mr. Akhauri Rajesh Sinha (DIN: 03566720) Non-Executive Vice Chairman, Mr. Sunder Hemrajani (DIN: 01935048) Non-executive Independent Director, Mr. Ashok Kumar Sinha (DIN: 08812305) Nonexecutive Independent Director and Mrs. Parvathy Venkatesh (DIN: 00414603) Non-executive Independent Director.

Further, in terms of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Akhauri Rajesh Sinha (DIN: 03566720) is liable to retire by rotation at the ensuing Annual General Meeting. Mr. Akhauri Rajesh Sinha does not seek re-appointment at the ensuing Annual General Meeting.

COMMITTEES

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.

1. Audit Committee

The Audit Committee met 5 (five) times during the financial year 2023-24, viz. on April 18, 2023, May 30, 2023, August 10, 2023, November 08, 2023 and February 13, 2024. The Committee, as on March 31, 2024, comprised of Dr. Om Prakash Sood

(Chairman), Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh and Mr. Ashok Kumar Sinha.

*Post the retirement of Dr. Om Prakash Sood, the audit committee was reconstituted with Mrs. Parvathy Venkatesh (Chairperson), Mr. Sunder Hemrajani and Mr. Ashok Kumar Sinha.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 3 (three) times during the financial year 2023-24, viz. on April 18, 2023, May 30, 2023 and February 13, 2024. The Committee, as on March 31, 2024, comprised of Mr. Sunder Hemrajani (Chairman), Dr. Om Prakash Sood, Mr. Ashok Kumar Sinha and Mr. Sushil Kumar Malik.

*Post the retirement of Dr. Om Prakash Sood, the Nomination & Remuneration Committee was reconstituted with Mr. Sunder Hemrajani (Chairman), Mr. Ashok Kumar Sinha and Mr. Sushil Kumar Malik.

3. Stakeholders’ Relationship Committee:

The Committee met once during the financial year 2023-24, viz. on February 13, 2024. The Committee, as on March 31, 2024, comprised of Mr. Om Prakash Sood (Chairman), Mr. Sunder Hemrajani and Mr. Sushil Kumar Malik.

*Post the retirement of Dr. Om Prakash Sood, the Stakeholders Relationship Committee was reconstituted with Mr. Ashok Kumar Sinha (Chairman), Mr. Sunder Hemrajani and Mr. Sushil Kumar Malik.

4. Corporate Social Responsibility Committee:

In compliance with the mandatory requirement under Section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility (CSR) Committee on January 02, 2024 with Mr. Sushil Kumar Malik (Chairman), Mr. Abhishek Malik and Mrs. Parvathy Venkatesh. This committee is responsible for formulating and monitoring the CSR policy of the company, ensuring that our CSR initiatives are aligned with our commitment to social and environmental responsibility.

The Committee met once during the financial year 2023-24, viz. on February 13, 2024. The Committee, as on March 31, 2024, comprised of Mr. Sushil Kumar Malik (Chairman), Mr. Abhishek Malik and Mrs. Parvathy Venkatesh.

5. Independent Directors’ meeting:

The Board of Directors of the Company comprised of four Independent Directors as on March 31, 2024 viz. Dr. Om Prakash Sood, Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh and Mr. Ashok Kumar Sinha. The Independent Directors had a separate meeting on February 13, 2024 which was chaired by Mr. Ashok Kumar Sinha. The meeting was conducted to evaluate the:

(a) Performance of non-independent Directors and the Board as a whole;

(b) Performance of the Chairperson of the Company, taking into account the views of Executive Directors and NonExecutive Directors; and

(c) Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including Chairman.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Diligent, a secured electronic medium through which the Company interfaces with its Directors.

The directors were also provided an option to participate through physical mode. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors’ Committee and the Board in their respective meetings for the consideration of the Board/ Committee members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The directors, employees, business associates have direct access to the Chairman of the Audit committee. The details of vigil mechanism have been shared in the “Corporate Governance Report”.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimisation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

ADEQUACY OF INTERNAL CONTROL SYSTEM AND COMPLIANCE WITH LAWS

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations The Company’s internal control mechanism aims to safeguard its assets as well as authorise record and report all transactions correctly and on time. These control processes facilitate in safeguarding the organisation’s assets, preventing and detecting frauds and errors, ensuring accurate and complete accounting and timely preparation of reliable financial information.

The control mechanism ensures that the manual and automated processes for transaction approval and recording are adequately and effectively reviewed. It ensures compliance with various policies, practices and statutes in keeping with the organisation’s growth and business complexity.

Controls concerning authorization to SAP are reviewed periodically, and are initiated towards function based User access, supported by Governance Risk and Controls module of SAP. Further actions are initiated to effectively utilize the evolving SAP solution around Process Controls and continued monitoring through automations and exception management.

Your Company is in constant endeavour towards IT enablement in all key processes. Major controls under Credit policy, Customer/Vendor management, Procurement,

Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring accuracy.

Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concern areas. Also, the Audit Committee, provide its observation, suggestions and recommendations.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24, is placed on the Company’s website.

AUDITORS & AUDITORS’ REPORT

Statutory Auditors- M/s Suresh Chandra & Associates (Firm registration number: 001359N) were re-appointed as Statutory Auditors of your Company at the 38th Annual General Meeting held on 30th September, 2023, for a term of five consecutive years, who shall hold office from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting.

The Independent Auditors Report given by the Auditors on the financial statement of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditors- Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on August 10, 2023 had appointed M/s Akash Verma & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report is annexed herewith as Annexure III

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Cost Auditors- In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company.

The Board of Directors appointed M/s Neeraj Sharma & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2023-24 at its meeting held on August 10, 2023. The Cost Audit Report for the FY 2023-24 will be filed by the Company with the Ministry of Corporate Affairs, in due course.

Internal Auditors- Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of your Company at its meeting held on February 13, 2024 had appointed Mr. Ashutosh Dubey, Chartered Accountant to undertake the Internal Audit of the Company for the Financial Year 2023-24.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company has an Associate Company named Calcom Taehwa Techno Private Limited. Calcom Taehwa Techno Private Limited is a Joint venture of your Company wherein 50% of the shareholding is held by your Company and remaining 50% of the shareholding is held by Taehwa Enterprises India Limited. It is engaged in the business of manufacturing of Brush Less Direct Current (“BLDC”) Fans.

Besides that, Your Company has incorporated a Subsidiary on February 28, 2024 named Calcom Kadapa Private Limited wherein 99.9% of the shareholding is held by your Company and remaining 0.1% of the shareholding is held by Mr. Abhishek Malik (Whole Time Director of Your Company).

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as Annexure I to this Report.

HUMAN RESOURCES

We differentiate ourselves through our people-centric approach and inculcate a culture of transparency, inclusion, collaboration and excellence, Our policies and practices are aimed at providing a conducive work environment to meet the aspirations of our people, while ensuring their safety and well-being.

As at March 31, 2024 the total number of employees working with the company stood at 1062. Your Company is committed and continuously putting efforts to strengthen its workforce to meet the company’s strategic objectives.

Health and safety

We have always strived to maintain the health and safety of our employees and workers, making it an utmost priority for the organisation. We have undertaken several initiatives to prevent and reduce injuries at our plants, and ensuring safety for all.

Raising safety awareness

Targeted safety placards, posters and signboards are placed at strategic locations, to raise awareness and to reinforce that safety is everyone’s responsibility.

Talent development, engagement and retention

We carry out continuous employee training to upgrade skills and equip our people with the latest technologies in the market. We regularly engage with our employees, with a special focus on ensuring their well-being and retention.

We conducted training sessions for the skill development of our employees.

These sessions included trainings on functional/behavioural and technical topics, in close coordination with our in-house experts. Knowledge-sharing sessions on innovative technologies were also conducted.

Since 2019, we grant ESOP’s to the employees as Wealth Creation Plan. We feel such initiatives will strengthen our employees’ engagement and ownership within the organisation, syncing their career and life goals, with that of the organisation’s.

Diversity and inclusion

Calcom is an equal opportunity employer. We have gender neutral remuneration policies. The ratio of basic salary and remuneration of women to men is 1:1. 100% of our employees are evaluated based on their qualification and performance.

We are able to attract and retain young talent through a combination of youth-friendly policies and constant engagement with the leadership team.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure IV.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

Also, the Company had organised training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) in consultation with Central Government which are mandatory to be complied with by the Company.

LISTING

The equity shares of your Company are listed on BSE Ltd. Your Company has paid the Listing fee for Equity Shares to the BSE for F.Y. 2023-24 and F.Y. 2024-25.

CODE OF CONDUCT

In Compliance with the Listing Regulations and Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics (“the Code”). The Code is applicable to the members of the Board, the executive officers and all employees of the Company. The Code is available on the website, at http://www.calcomindia.com

All members of the Board, the executive officers and senior officers have affirmed compliance to the Code as on March 31, 2024. The confirmation from the CEO & MD of the Company regarding compliance with the Code of Conduct by all the Directors and Senior Management is annexed as Annexure VII and forms part of this Report.

PREVENTION OF INSIDER TRADING

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted a Code of Conduct to Regulate, Monitor, and Report Trading by Insiders for the prevention of insider trading, which is applicable to all the Directors, Promoters, Key Managerial Personnel and designated employees/persons.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting:

a. A declaration signed by Mr. Sushil Kumar Malik, Chairman and Managing Director, stating that the members of board of directors and senior management personnel have affirmed compliance with the Company’s Code of Business Conduct and Ethics;

b. A compliance certificate from the Company’s Secretarial Auditor confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d. A certificate of the CFO of the Company, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable Indian accounting standards (Ind AS) have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Also, there had been no application filed for Corporate insolvency resolution process under “The Insolvency and Bankruptcy Code, 2016”, by a Financial or operational creditor or by your Company itself during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statement relates and the date of report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders and all other business associates.

For and on Behalf of the Board of Director

S.K. MALIK

Date: August 14, 2024 Chairman & Managing Director

Place: Greater Noida DIN: 00085715

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Mar 31, 2023

The Directors are pleased to present the 38th Annual Report on the operations of your Company together along with Annual Audited Financial Statements for the year ended March 31,2023. The financial highlights of the Company for FY 2022-23 are given below:

FINANCIAL RESULTS

The highlights of the standalone financial results of your Company along with previous year''s figures are as under:

(INR In Lacs)
Particulars	Year ended March 31, 2023	Year ended March 31,2022
Income
Revenue from Operations	16006.73	10006.43
Financial Charges	318.57	224.67
Depreciation	241.44	182.29
Profit/(Loss) before Tax	807.54	135.07
Tax Expense	564.62	49.69
Profit/(Loss) after tax	564.62	85.38

The Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

Overview and state of company''s affairs

During the year under review, the total Sales of your Company were INR 16006.73 Lacs as against INR 10006.43 Lacs for the previous year. The Net Profit for the year was INR 564.62 Lacs as compared to Net Profit INR 85.38 Lacs during previous year.

The sales for the FY23 is increased by 59.97% as compared to the previous FY22. The Revenue CAGR of Calcom over the last 5 years is 45.1% and for last 2 years is 66.6%.

The EBITDA %age is increased by 57.66% as compared to the previous FY22.

During the year under review, there has been no change in the nature of business of the Company.

Detailed information on the operations of the business of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Share capital

During the year under review, the Company allotted 1,20,730 Equity Shares of Rs. 10-/ each pursuant to exercise of Employee Stock Options by eligible employees under Calcom Vision Employees Stock Option Plan-2018 ("ESOP PLAN").

Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was increased from Rs. 12,67,10,720 at the beginning of the FY to Rs.12,79,18,020 at the end of the FY.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

On June 21,2023, the Preferential Allotment of 5,52,117 Equity Shares to the persons belonging to Non-Promoter Category and Preferential Allotment of 3,98,087 Fully Convertible Warrants to the persons belonging to Promoter & Promoter Group and Non-Promoter Category.

Employee stock option plan

The Company implemented the Employees Stock Option Scheme ("ESOP Scheme") in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") as a measure to reward and motivate employees as also to attract and retain talent.

The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and sweat equity) Regulations, 2021 are set out in Annexure XI to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of financial statement.

The Secretarial Auditor of your Company, M/s Akash Verma & Associates, Practicing Company Secretary, COP No. 22065 have certified that the Employee Stock Option Plan of the Company has been implemented in accordance with the applicable SEBI Regulations and the resolution passed by the Members in this regard. A certificate to this effect shall also be placed before the members at the ensuing Annual General Meeting.

Dividend

The Company has not declared any dividend during the Financial Year 2022-23.

Transfer to reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

Investor Education and Protection Fund

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made there under.

Particulars of loans, guarantees or investments

During the financial year ended March 31,2023, the Company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Act.

Related party transactions

As per the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s Website http://www.calcomindia.com/.

All related party transactions are placed before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Material changes affecting financial position

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

Directors and key managerial personnel who were appointed/ Re-appointed or have resigned during the year

During the year under review, the following changes in the Board composition/Key Managerial Personnel have taken place:

Mr. Ajay Kumar Singhal (DIN: 00112899) resigned from the Board from the closure of business hours on February 6, 2023, due to some personal reasons and on account of several other responsibilities and professional commitments.

Mr. Akhauri Rajesh Sinha (DIN: 03566720), who was as an Additional Director of the Company in capacity of Non-Executive & Independent Director with effect from October 1, 2022 for a term of 5 (five) consecutive years, was appointed as Non-executive and Independent Director by the Members of the Company through the postal ballot on December 31,2022.

On June 1,2023 the Board of Directors of the Company subject to the approval of Shareholders, approved change in designation of Mr. Akhauri Rajesh Sinha from Non-Executive Independent Director to Non-Executive Vice Chairman (as non-independent director).

Apart from the above, there were no other appointment and resignations of directors and/or Key Managerial Personnel of the Company.

Key managerial personnel (“KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2023, Mr. Sushil Kumar Malik -Chairman & Managing Director, Mr. Abhishek Malik- Whole-time Director, Mr. Pramod Kumar - Chief Financial Officer and Ms. Aayushi Jindal - Company Secretary & Compliance Officer are the Key Managerial Personnel ("KMP") of the Company, pursuant to the provisions of the Companies Act, 2013.

There was no change in the KMPs of the Company during the period under review.

Directors liable to retire by rotation

In accordance with the provisions of the Act, not less than 2/3rd (two-thirds) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sushil Kumar Malik (DIN:00085715) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Statement of declaration by independent directors

In terms of Section 149(6) of the Act and Regulation 16 & 25 of SEBI Regulations, the following four Non- Executive Directors were categorized as Independent Directors of the Company as on March 31,2023:

a) Dr. Om Prakash Sood (DIN: 06954639)

b) Mr. Sunder Hemrajani (DIN: 01935048)

c) Mr. Ashok Kumar Sinha (DIN: 08812305)

d) Mrs. Parvathy Venkatesh (DIN: 00414603) and

e) Mr. Akhauri Rajesh Sinha (DIN:03566720)

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

Board of directors, its committees and meetings there of

As of the date of this report, the Board of Directors of the Company comprises of 7 (Seven) members with 2 (Two) Executive Directors and 5 (Five) Non-Executive Directors out of which 4 (four) are independent.

Mr. Sushil Kumar Malik (DIN: 00085715) Chairman & Managing Director, Mr. Abhishek Malik (DIN:00085220) Whole-time Director of the Company are Executive Directors and Mr. Akhauri Rajesh Sinha (DIN: 03566720) Non-Executive Vice Chairman of the Company.

Dr. Om Prakash Sood (DIN: 06954639) Non-executive Independent Director, Mr. Sunder Hemrajani (DIN: 01935048) Non-executive Independent Director, Mr. Ashok Kumar Sinha (DIN: 08812305) Non-executive

Independent Director and Mrs. Parvathy Venkatesh (DIN: 00414603) Non-executive Independent

Director.

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Sushil Kumar Malik (DIN: 00085715) is liable to retire by rotation at the ensuing Annual General Meeting. Mr. Sushil Kumar Malik being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Brief profile of Mr. Sushil Kumar Malik is annexed to the Notice convening the Annual General Meeting.

Committees

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.

1. Audit Committee

The Audit Committee met 4 (four) times during the financial year 2022-23, viz. on May 30, 2022, August 13, 2022, October 20, 2022 and February 14, 2023. The Committee, as on March 31, 2023, comprised of Dr. Om Prakash Sood (Chairman), Mr. Akhauri Rajesh Sinha, Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh and Mr. Ashok Kumar Sinha.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 6 (Six) times during the financial year 2022-23, viz. on April 7, 2022, June 18, 2022, August 13, 2022, October 7, 2022, October 28, 2022 and February 14, 2023. The Committee, as on March 31, 2023, comprised of Mr. Sunder Hemrajani (Chairman), Dr. Om Prakash Sood, Mr Ashok Kumar Sinha, Mr. Akhauri Rajesh Sinha and Mr. Sushil Kumar Malik.

3. Stakeholders'' Relationship Committee:

The Committee met once during the financial year 2022-23, viz. on February 14, 2023. The Committee, as on March 31, 2023, comprised of Mr. Om Prakash Sood (Chairman), Mr. Sunder Hemrajani and Mr. Sushil Kumar Malik

4. Independent Directors'' meeting:

The Board of Directors of the Company comprised of five Independent Directors as on March 31, 2023 viz. Dr. Om Prakash Sood, Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh, Mr. Akhauri Rajesh Sinha and Mr. Ashok Kumar Sinha. The Independent Directors had a separate meeting on February 14, 2023 which was chaired by Mr. Ashok Kumar Sinha. The meeting was conducted to evaluate the:

(a) Performance of non-independent Directors and the Board as a whole;

(b) Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

(c) Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization programme for the independent directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report.

Performance evaluation of the board

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including Chairman.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Diligent, a secured electronic medium through which the Company interfaces with its Directors.

The directors were also provided an option to participate through physical mode. The outcome of this performance evaluation was placed before the

Nomination and Remuneration Committee and Independent Directors'' Committee and the Board in their respective meetings for the consideration of the Board/ Committee members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

Vigil mechanism / whistle blower policy

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The directors, employees, business associates have direct access to the Chairman of the Audit committee. The details of vigil mechanism have been shared in the "Corporate Governance Report".

Management discussion and analysis

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Risk management policy

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimisation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

Adequacy of internal control system and compliance with laws

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations The Company''s internal control mechanism aims to safeguard its assets as well as authorise record and report all transactions correctly and on time. These control processes facilitate in safeguarding the organisation''s assets, preventing and detecting frauds and errors, ensuring accurate and complete accounting and timely preparation of reliable financial information.

The control mechanism ensures that the manual and automated processes for transaction approval and recording are adequately and effectively reviewed. It ensures compliance with various policies, practices and statutes in keeping with the organisation''s growth and business complexity.

Controls concerning authorization to SAP are reviewed periodically, and are initiated towards function based

User access, supported by Governance Risk and Controls module of SAP. Further actions are initiated to effectively utilize the evolving SAP solution around Process Controls and continued monitoring through automations and exception management.

Your Company is in constant endeavour towards IT enablement in all key processes. Major controls under Credit policy, Customer/Vendor management, Procurement,

Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring accuracy.

Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concern areas. Also, the Audit Committee, provide its observation, suggestions and recommendations.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is placed on the Company''s website.

Auditors & Auditors’ Report

Statutory Auditors- M/s Suresh Chandra & Associates (Firm registration number: 001359N) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2018, for a term of five consecutive years.

The Independent Auditors Report given by the Auditors on the financial statement of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

M/s Suresh Chandra & Associates are proposed to be re-appointed as the Statutory Auditors of the Company for a term of five consecutive years, who shall hold office from the conclusion of this 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting

Secretarial Auditors- Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on August 13, 2022 had appointed M/s Akash Verma & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 and onwards.

The Secretarial Audit Report is annexed herewith as Annexure III

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Internal Auditors- The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year.

Conservation of energy, technology absorption, foreign exchange earning and outgo

As required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as Annexure I to this Report.

Human resources

We differentiate ourselves through our people-centric approach and inculcate a culture of transparency, inclusion, collaboration and excellence,. Our policies and practices are aimed at providing a conducive work environment to meet the aspirations of our people, while ensuring their safety and well-being.

Health and safety

We have always strived to maintain the health and safety of our employees and workers, making it an utmost priority for the organisation. We have undertaken several initiatives to prevent and reduce injuries at our plants, and ensuring safety for all.

Raising safety awareness

Targeted safety placards, posters and signboards are placed at strategic locations, to raise awareness and to reinforce that safety is everyone''s responsibility.

Talent development, engagement and retention

We carry out continuous employee training to upgrade skills and equip our people with the latest technologies in the market. We regularly engage with our employees, with a special focus on ensuring their well-being and retention.

We conducted training sessions for the skill development of our employees.

These sessions included trainings on functional/behavioural and technical topics, in close coordination with our in-house experts. Knowledge-sharing sessions on innovative technologies were also conducted.

Since 2019, we grant ESOP''s to the employees as Wealth Creation Plan. We feel such initiatives will strengthen our employees'' engagement and ownership within the organisation, syncing their career and life goals, with that of the organisation''s.

Diversity and inclusion

Calcom is an equal opportunity employer. We have gender neutral remuneration policies. The ratio of basic salary and remuneration of women to men is 1:1. 100% of our employees are evaluated based on their qualification and performance.

We are able to attract and retain young talent through a combination of youth-friendly policies and constant engagement with the leadership team.

Particulars of employees

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure IV.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment.

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

Also, the Company had organised training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

Compliance with secretarial standards

During the year under review, your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") in consultation with Central Government which are mandatory to be complied with by the Company.

Listing

The equity shares of your Company are listed on BSE Ltd. Your Company has paid the Listing fee for Equity Shares to the BSE for F.Y. 2022-23 and F.Y. 2023-24.

Code of conduct

In Compliance with the Listing Regulations and Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics ("the Code"). The Code is applicable to the members of the Board, the executive officers and all employees of the Company. The Code is available on the website, at http://www.calcomindia.com

All members of the Board, the executive officers and senior officers have affirmed compliance to the Code as on March 31, 2023. The confirmation from the CEO & MD of the Company regarding compliance with the Code of Conduct by all the Directors and Senior Management is annexed as Annexure VII and forms part of this Report.

Prevention of insider trading

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted a Code of Conduct to Regulate, Monitor, and Report Trading by Insiders for the prevention of insider trading, which is applicable to all the Directors, Promoters, Key Managerial Personnel and designated employees/persons.

Corporate governance

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting:

a. A declaration signed by Mr. Sushil Kumar Malik, Chairman and Managing Director, stating that the members of board of directors and senior management personnel have affirmed compliance with the Company''s Code of Business Conduct and Ethics;

b. A compliance certificate from the Company''s Secretarial Auditor confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d. A certificate of the CEO and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

Directors’ responsibility statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable Indian accounting standards (Ind AS) have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Significant and material orders passed by the regulators or courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting financial position between the end of financial year and date of the report

There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statement relates and the date of report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders and all other business associates.

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Mar 31, 2014

Dear Shareholders,

The Directors present the 29th Annual Report on the operations of your Company together with Annual Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs) Current Year Previous Year

Sales 1680.75 1952.95 Profit/(Loss) before Financial Charges & Depreciation 62.99 38.95 Less : Financial Charges 4.96 4.40 Less : Depreciation 64.11 65.35 Profit/(Loss) Before tax (6.08) (30.80) Provision for Tax - - Profit/(Loss) after tax (6.08) (30.80) Add : Brought forward Profit/(Loss) (2151.72) (2120.92) Balance Carried to Balance Sheet (2157.80) (2151.72)

OPERATIONS

During the year under review, the total sales of your Company were Rs.1680.75 lacs as against Rs.1952.95 lacs for the previous year. The Profit before financial charges and depreciation amounted to Rs.62.99 lacs as compared to Rs.38.95 lacs in the previous year. The net loss for the year was Rs.6.08 lacs as compared to Rs 30.80 lacs during previous year.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the loss for the year under review.

CURRENT YEAR''S PERFORMANCE

The Company is focusing on Lighting Electronics business. In the 1st quarter ended June, 2014 the Company has recorded sales of Rs.465.17 lacs as compared to Rs.515.63 lacs for the corresponding period last year. The Company is hopeful of improving the situation substantially in coming quarters.

RESEARCH & DEVELOPMENT

The Research and Development Centre of your Company has been providing useful support towards developing of new products and improving quality of existing products. We have successfully developed many products in Lighting Electronics Industry which have been approved by International Certification Laboratory of Osram, the major customer of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The detailed information as required Under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I.

DIRECTORS

Shri Aijaz Ghaffar will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors have appointed Mr. Ajay Kumar Singhal, as additional Director w.e.f. August 13, 2014, on the Board of the Company at their meeting held on August 13, 2014, subject to his regular appointment in the Annual General Meeting. In accordance with the Articles of Association of the Company and the Companies Act, 2013, Mr. Ajay Kumar Singhal holds office till the ensuing Annual General Meeting. The Company has received Notice in respect of Mr. Ajay Kumar Singhal from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company liable to retire by rotation.

Consequent to notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of all Independent Directors viz Mr Sunil Kumar Bhattacharya, Mr Hamidulla Kabir Khan and Mr Bharat Bhushan Jain for five consecutive years from the ensuing Annual General Meeting and they shall not be liable to retire by rotation. The Company has received Notices in respect of aforesaid Directors under Section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors of the Company.

Your Directors recommend the re-appointment/ appointment of the above Directors at the ensuing Annual General Meeting. The information on the particulars of Director eligible for re-appointment/appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies act, 1956, the Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

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

2. that the directors had 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 2014 and of the loss of the company for that period;

3. that the directors had 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. that the directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A report in the form of Management Discussion and Analysis pursuant to clause 49 of the listing agreement, as a part of this report is annexed hereto as Annexure - II.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

A Certificate has been given by the Chairman & Managing Director and Manager (Finance & Accounts) to the Board, as per requirement of Clause 49 (V) of the Listing Agreement is attached to the report.

REFERENCE TO BIFR

The Company was declared Sick in April, 2006 by Hon''ble Board for Industrial & Financial Reconstruction (BIFR) and Bank of India had been appointed as Operating Agency to work out a Rehabilitation Plan and submit the same to the Hon''ble BIFR. The Company/Promoters have settled with all Secured Creditors and payments are being made in line with agreed terms. The draft Rehabilitation Scheme submitted by the Company has been sanctioned by BIFR. Pursuant to the said sanction, the loans taken over by the Promoters and the Strategic Investor have been converted into Unsecured Zero Coupon Convertible Bonds of Rs. 1000/- each ("Bonds") and the said Bonds shall be converted into equity shares of the Company of Rs. 10/- each at a premium of Rs. 20/- each in a phased manner.

BIFR has declared the company as a "Relief Undertaking" and grants all benefits and concessions relating to deferment of Sales Tax for a period of 5 years as per the State Government policy guidelines for sick industrial units. BIFR has also granted other reliefs including exemption / grant of relief to the Company from certain provisions of the Income Tax Act and waiver of interest / damages on delayed payments of PF or ESI (subject to consideration of respective authorities).

AUDITORS

The retiring Auditors of the Company M/s. Shanti Prashad & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under Section 139 read with Section 141 of the Companies Act, 2013.

AUDITORS'' OBSERVATIONS

The Auditors in their report have invited attention on Emphasis of Matter Paragraph of Notes on Accounts-Note No.6 and 16. The notes are self-explanatory. However directors would like to inform you that:

(a) Regarding Point No. 6, the accounting treatment has been done in line with the scheme sanctioned by Hon''ble BIFR.

(b) Regarding Point No.16, receivables outstanding for more than 6 months, the Management is trying its best to recover the receivables in full; hence no provision has been made.

COST AUDITORS

The Board has re-appointed M/s N.N. Sharma & Associates as the Cost Auditors of the Company in accordance with Section 233B of the Companies Act, 1956 and in conformity with the directives of the Central Government, for the audit of the cost accounts of the Company for the Financial Year 2013-14. The Cost Audit Report for the financial year 2012-13 has been filed with the Central Government within the stipulated time on September 27, 2013.

PERSONNEL

The employee relation in your company continues to be excellent. Employee participation in various improvement programs initiated by the company is encouraging.

PARTICULARS OF EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable since there are no employees drawing remuneration exceeding limits prescribed therein.

COMPLIANCE CERTIFICATE

The Company has obtained the Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and forms annexure to this Report.

ACKNOWLEDGEMENT

Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks, Business Constituents and Shareholders for their continued co-operation and support to the Company.

Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers, staff and executive at all levels.

For and on behalf of the Board of Directors

S.K. MALIK CHAIRMAN & MANAGING DIRECTOR

Place: New Delhi Date: August 13, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors present the 28th Annual Report on the operations of your Company together with Annual Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Current Year Previous Year Sales 1952.95 2109.13

Profit/(Loss) before Financial Charges & Depreciation 38.95 45.07

Less : Financial Charges 4.40 7.00

Less : Depreciation 65.35 58.36

Profit/(Loss) Before tax (30.80) (20.29)

Provision for Tax -- --

Profit/(Loss) after tax (30.80) (20.29)

Add : Brought forward Profit/(Loss) (2120.92) (2100.63)

Balance Carried to Balance Sheet (2151.72) (2120.92)

OPERATIONS

During the year under review, the total sales of your Company was Rs.1952.95 lacs as against Rs.2109.13 lacs for the previous year. The Profit before financial charges and depreciation amounted to Rs.38.95 lacs as compared to Rs.45.07 lacs in the previous year. The net loss for the year was Rs.30.80 Lacs as compared to Rs 20.29 Lacs during previous year.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the loss for the year under review.

CURRENT YEAR''S PERFORMANCE

The Company is focusing on Lighting Electronics business. In the 1st quarter ended June, 2013 the Company has recorded sales of Rs.499.42 lacs as compared to Rs.367.19 lacs for the corresponding period last year, registering a growth of around 36%. The Company is trying its best to turn around, despite all adversities and intense competition.

RESEARCH & DEVELOPMENT

The Research and Development Centre of your Company has been providing useful support towards developing of new products and improving quality of existing products. We have successfully developed many products in Lighting Electronics Industry which have been approved by International Certification Laboratory of Osram, the major customer of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The detailed information as required Under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I.

DIRECTORS

Shri Hamidulla Khan will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies act, 1956, the Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

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

2. that the directors had 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 2013 and of the loss of the company for that period;

3. that the directors had 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. that the directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A report in the form of Management Discussion and Analysis pursuant to clause 49 of the listing agreement, as a part of this report is annexed hereto as Annexure - II.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

A Certificate has been given by the Chairman & Managing Director and Manager (Finance & Accounts) to the Board, as per requirement of Clause 49 (V) of the Listing Agreement is attached to the report.

REFERENCE TO BIFR

The Company was declared Sick in April, 2006 by Hon''ble Board for Industrial & Financial Reconstruction (BIFR) and Bank of India had been appointed as Operating Agency to work out a Rehabilitation Plan and submit the same to the Hon''ble BIFR. The Company/Promoters have settled with all Secured Creditors and payments are being made in line with agreed terms. The Company had filed a draft Rehabilitation Scheme with Board for Industrial & Financial Reconstruction (BIFR) and modified scheme was filed to the Operating Agency on 15th June 2013. The Company is now hopeful of getting favorable restructuring package from Hon''ble BIFR.

AUDITORS

The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS'' OBSERVATIONS

The Auditors in their report have invited attention on Emphasis of Matter Paragraph a & b of Notes on Accounts-Note No.16 & 34. The notes are self-explanatory. However directors would like to inform you that:

i) Regarding receivables outstanding for more than 6 months, the Management is trying its best to recover the receivables in full, hence no provision has been made.

ii) Regarding Non provision for interest on outstanding amount due to banks, the Promoters of the company along with strategic investor have entered into settlement with all secured creditors and hence no provision has been made for any interest on loans outstanding. Pursuant to a reference filed before the Board of Industrial & Finance Reconstruction (BIFR) in 2003, the company has submitted a rehabilitation scheme for financial restructuring, which is under consideration. Management is of the view that the draft rehabilitation scheme will be sanctioned soon.

COST AUDITORS

As per the provisions of Section 233B of the Companies Act, 1956 and in accordance with the Order No. 52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, audit of the Company''s cost accounts has been made compulsory in respect of each of its financial year commencing on or after the 1st day of April, 2012.

In conformity with the above order, the Company has appointed M/s N.N. Sharma & Associates, Cost Accountants, as the Cost Auditors for the audit of the cost accounts of the Company for the Financial Year 2012-13. The due date of filing the cost audit report for the financial year 2012-13 is 30th September, 2013. The report will be filed within the stipulated period.

PERSONNEL

The employee relations in your company continues to be excellent. Employee participation in various improvement programs initiated by the company is encouraging.

PARTICULARS OF EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable since there are no employees drawing remuneration exceeding limits prescribed therein.

ACKNOWLEDGEMENT

Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks, Business Constituents and Shareholders for their continued co-operation and support to the Company.

Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers, staff and executive at all levels.

Registered office: For and on behalf of the

C-41, Defence Colony, Board of Directors

New Delhi - 110 024

Date: August 13, 2012 S.K. MALIK

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The Directors take pleasure in presenting the Twenty Fifth Annual Report on the operations of your Company together with Annual Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Current Year Previous Year

Sales 1578.18 1224.15

Profit/Loss before Financial Charges & Depreciation 40.98 (18.41)

Less : Financial Charges - -

Less : Depreciation 66.92 67.51

Profit/(Loss) Before tax (25.94) (85.92)

Provision for Tax - (.60)

Profit/(Loss) after tax (25.94) (86.52)

Add : Brought forward Profit/(Loss) (2039.15) (1952.63)

Less : Income Tax adjustment/ Prior period

Adjustment - -

Balance Carried to Balance Sheet (2065.09) (2039.15)

OPERATIONS

During the year under review the total sales of your Company increased form Rs.1224.15 lacs to Rs.1578.18 lacs, registering a growth of 29% over previous year. The Profit before financial charges and depreciation amounted to Rs.40.98 lacs as compared to Rs.18.41 lacs loss in the previous year. The Net Loss after tax has reduced to Rs.25.94 lacs from Rs.86.52 lacs in the last year.

The TV Chassis business has become totally a losing business in view of the under-invoiced imports from China. Hence the company has decided to exit this business & focus on Lighting business.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the loss for the year under review.

CURRENT YEARS PERFORMANCE

The companys performance during the first quarter ending June 2010 has been rather bad as the sales have been only Rs.266.87 lacs compared to Rs.501.68 lacs for the corresponding period last year. This has been mainly because of the Company has exited the CTV Chassis business. The company is hopeful of improving the performance in later part of the year.

RESEARCH & DEVELOPMENT

The Research and Development Centre of your Company has been providing useful support towards developing of new products and improving quality of existing products. We have successfully developed many products in Lighting Electronic Industry which has been approved by International Certification Laboratory of Osram.

CONSERV A TION OF ENERGY , TECHNOLOGY , ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The detailed information as required Under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I.

DIRECTORS

Shri Vivek Narang retires by rotation from the Board of Directors.

The Board of Directors has appointed Shri Bharat Bhushan Jain, as an Additional Director on the Board of the Company at their meeting held on 15th May, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies act, 1956, the Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

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

2. that the directors had selected such accounting policies and applied them consistently and made judgements 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 2010 and of the profit or loss of the company for that period;

3. that the directors had 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. that the directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A report in the form of Management Discussion and Analysis pursuant to clause 49 of the listing agreement, as a part of this report is annexed hereto as Annexure - II.

CORPORATE GOVERNANCE

In compliance with the clause 49 of the Listing Agreement with the Stock Exchange(s), the Board had constituted / reconstituted the following Committees:

Audit Committee.

Share transfer and Shareholders Grievance Committee.

These Committees met regularly during the year & assisted the Board in fulfilling the responsibilities towards Shareholders relating to Corporate Governance. A detailed Corporate Governance Report is annexed as Annexure III.

The Auditors Certificate of compliance with the requirements of Corporate Governance is attached to the report on Corporate Governance.

A Certificate has been given by the Chairman & Managing Director to the Board, as per requirement of Clause 49 (V) of the Listing Agreement.

REFERENCE TO BIFR

The companys case came up for hearing with Honorable Board for Industrial & Financial Reconstruction (BIFR) on 4th April, 2006. The Company was declared Sick and Bank of India has been appointed as Operating Agency to work out a Rehabilitation Plan and submit the same to the Honorable BIFR. The Company has submitted its rehabilitation package to Banks.

AUDITORS OBSERVATIONS

The Auditors in their report have invited attention on Point No. 8 & 9 of Notes on Accounts-Schedule O (Part B). The notes are self-explanatory. However directors would like to inform you that

i) Regarding Non provision for interest due to banks, the directors are of view that as the company is preparing a rehabilitation scheme, to be presented before the Board for Industrial and Financial Reconstruction and is confident of a favourable restruc- turing package. As such interest expenses for the year has not been provided.

ii) Regarding receivables outstanding for more than 6 months, management is trying its best to recover the receivables in full, no provision has been made.

AUDITORS

The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

The employee relations in your company continues to be excellent. Employee participation in various improvement programs initiated by the company is encouraging.

PARTICULARS OF EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable since there are no employees drawing remuneration exceeding limits prescribed therein.

COMPLIANCE CERTIFICATE

The Company has optained the Compliance Certificate pursuant to 383A of the Companies Act, 1956 from a Practicing Company Secretary.

ACKNOWLEDGEMENT

Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks, Business Constituents and Shareholders for their continued co-operation and support to the Company.

Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers, staff and executive at all levels.

Registered office: For and on behalf of the

C-41, Defence Colony, Board of Directors

New Delhi - 110 024

Date: August 10, 2010 S.K. MALIK

CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2009

The Directors take pleasure in presenting the Twenty Fourth Annual Report on the operations of your Company together with Annual Audited Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS (Rs. in Lacs) Current Year Previous Year

Sales 1224.15 807.12

Profit before Financial Charges & Depreciation (18.41) (49.81)

Less:Financial Charges - -

Less: Depreciation 67.51 67.67

Profit/(Loss) Before tax (85.92) (117.48)

Provision for Tax (.60) (.55)

Profit/(Loss) after tax (86.52) (118.03)

Add : Brought forward Profit/(Loss) (1952.63) (1834.60)

Less : Income Tax adjustment/ Prior period - - Adjustment

Balance Carried to Balance Sheet (2039.15) (1952.63)

OPERATIONS

The turnover of your Company for the year 2008-09 was Rs.1224.15 lacs as against Rs.807.12 lacs for the previous

year, registering an growth of 52% over previous year. The company is trying to shift its business to Lighting Electronics

It has developed various products for Osram India Pvt Ltd, subsidiary of Seimens AG and has started supplies in this year.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the loss for the year under review.

CURRENT YEARS PERFORMANCE

The Company is focusing on Lighting Electronic business. In the 1st quarter ending June 09 the Company has done sale of Rs.501.68 lacs compared to Rs.215.60 lacs for the corresponding period last year, registering an growth of 133% over previous period. Company is trying its best to turn around.

RESEARCH 8, DEVELOPMENT CENTRE

The Research and Development centre of your Company has been providing useful support towards developing of new products and improving quality of existing products. We have successfully developed many products in Lighting Electronic Industry which has been approved by International Certification Laboratory of Osram.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The detailed information as required Under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I.

DIRECTORS

Shri Hamidulla Khan will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies act, 1956, the Directors would like to assure the Members that the

financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1958

The Directors confirm:

1 that in the preparation of the annual accounts the applicabale accounting standards had been followed along with proper explanation relating to material departure.

2. that the directors had selected such accounting policies and applied them consistently and made judgements 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 2009 and of the profit or loss of the company for that period:

3. that the directors had 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. that the directors had prepared the Annual Accounts on a going concern basis

CORPORATE GOVERNANCE

In compliance with the clause 49 of the Listing Agreement with the Stock Exchange(s), the Board had constituted / reconstituted the following Committees:

Audit Committee

Shareholders Grievance Committee

These Committees met regularly during the year & assisted the Board in fulfilling the responsibilities towards Shareholders relating to Corporate Governance. A detailed Corporate Governance Report is annexed as Annexure III.

The Auditors Certificate of compliance with the requirements of Corporate Governance is attached to the report on Corporate Governance.

A Certificate has been given by the Chairman & Managing Director to the Board, as per requirement of Clause 49 (V) of the Listing Agreement."

REFERENCE TO BIFR

The companys case came up for hearing with Honorable.Board for Industrial & Financial Reconstruction (BIFR) on 4th April, 2006 . The Company was declared Sick and Bank of India has been appointed as Operating Agency to work out a Rehabilitation Plan and submit the same to the Honorable BIFR. The Company has its Submitted Rehabilitation Package to Banks.

AUDITORS OBSERVATIONS

The Auditors in their report have invited attention on Point No. 8 & 9 of Notes on Accounts-Schedule O (Part B). The notes are self-explanatory. However directors would like to inform you that

i) Regarding Non provision for interest due to banks, the directors are of view that as the company is preparing a rehabilitation scheme, and presented of the same to the Banks, which shall be presented before the Board for Industrial and Financial Reconstruction company is confident of approval of a favourable restructuring package. As such interest expense for the year has not been provided

ii) Regarding receivables outstanding for more than 6 months, management is trying its best to recover the receivables and has recovered Rs.131 Lacs during the year 2008-09 It is hopeful to recover the balance amount and hence, no provision has been made.

AUDITORS

The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

PERSONNEL

The employee relations in your company continues to be excellent. Employee participation in various improvement programs initiated by the company is encouraging.

PARTICULARS OF EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975 are not applicable since there are no employees drawing remuneration exceeding limits prescribed therein.

STATEMENT OF PARTICULARS UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31 ST MARCH, 2009.

ACKNOWLEDGEMENT Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks,Business Constituents and Shareholders for their continued co-operation and support to the Company.

Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers,staff and executive at all levels.

Registered office: C-41,Defence Colony, New Delhi-110 024 Date:July 31,2009 For and on behalf of the Board of Directors S.K.MALIK CHAIRMAN & MANAGING DIRECTOR