annual report 2014 Œ 15 - bombay stock exchangedirectors’ report & management discussion and...

ANNUAL REPORT2014 – 15

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BOARD OF DIRECTORS Mr. Arjun Thapar, Managing Director

Mr. K. Jayabharath Reddy

Mr. Mukesh Mohan Gupta, Special Director, BIFR

Mr. Kamal Khanna

AUDITORS V. Sahai Tripathi & Co.New Delhi

REGISTERED OFFICE A-32, Industrial Phase VIIIS.A.S. Nagar,Mohali (Punjab)

CIN L32019PB1976PLC003680

BANKERS Allahabad Bank

Punjab National Bank

Punjab & Sind Bank

State Bank of Patiala

UCO Bank

CONTENTS Directors’ Report 2

Corporate Governance Report 12

Auditors’ Report 16

Balance Sheet 21

Profit & Loss Account 22

Cash Flow Statement 23

Notes to the Financial Statements 37

Notice for AGM 49

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DIRECTORS' REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Your directors present their report and audited accounts for the year ended 31st March, 2015

Financial Results & Operations Year ended Year ended31.03.2015 31.03.2014

The key financial results of the company are as under : (` in lacs)Revenue from Operations and other income 572 5640Earning before Interest, Depreciation & Tax (166) (2823)Finance Cost 1592 1639Depreciation 1506 1677Exceptional Item 4000 -Net Profit/(Loss) after tax for the year (7264) (6248)

In view of the accumulated losses, no dividend is recommended.Your company was forced to suspend operations during the financial year 2014 -15 due to non availability of workingcapital and suppliers credit. With the banks not releasing need based LC limits as envisaged in the sanctionedscheme, import of glass parts being a critical and major input, could not be arranged. The company believes thatbeing the only manufacturer of CPTs in India, there is a good chance to revive, if working capital support is madeavailable as imports of CPTs from China are finding its way into India to feed the CPT based TV market. Further tomeet the growing demand for flat panels, the company has been working on the option of converting one of itsproduction lines to take up assembly of LCD/ LED modules which are presently being imported. However nonavailability of working capital is coming in the way of moving forward on this proposal also.The rehabilitation scheme approved by the Board for Industrial & Financial Reconstruction (BIFR) is underimplementation. With the consent of the secured lenders, the company had moved a modified debt restructuringseeking approval from BIFR for sale of some surplus assets and rescheduling the repayments besides otherissues. While sanction for the sale of surplus assets was received, decision is awaited on the other issues.During the year under review, the company neither invited nor accepted any deposits. Further, there are no overduedeposits lying unpaid with the company.Industry ScenarioGlobally the CPT industry has been seeing declining volumes over the last few years. All major global players havealready quit or are on the verge of quitting. The markets in India have also dropped due to shift in consumerpreference for flat panel TVs. Availability of raw materials and components are restricted to only few suppliers now.DirectorsMr. P K Ganguly who was an independent director on the Board passed away on 8th May, 2015. The Board expressesits condolences on his demise. The Board also placed on record its appreciation for his contributions during histenure as a director on the Board.Mr. K Jayabharath Reddy was elected as an Independent Director on the Board pursuant to provisions of theCompanies Act, 2013 for a consecutive term of five years at the last AGM. Mr Reddy had declared that he meets thecriteria as laid down in the Companies Act and the listing agreement .During the financial year under review, four meetings of the Board of Directors were held, details of which arementioned in the Report on Corporate Governance forming part of this report.Composition of various Committees of the Board is provided in the Corporate Governance Report, which forms partof this Report. All the recommendations made by the Committees were accepted by the Board.Directors' Responsibility StatementPursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013 with respect to the Directors'Responsibility Statement, your Directors state that:1. In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting

standards have been followed along with proper explanation relating to material departures;2. The Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year 2014-15 and of the loss of the Company for that period;

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3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

4. The Directors have prepared the annual accounts for the financial year ended March 31, 2015, on a goingconcern basis;

5. The Directors have duly laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and

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

Key Managerial PersonnelMr Arjun Thapar ,Managing Director and Mr Gopal Krishnan , Company Secretary and Mr Samares Bandopadhyay ,Head Accounts are the Key Managerial Personnel as per provisions of the Companies Act , 2013 .Corporate GovernanceYour company has taken adequate steps to ensure compliance with the provisions relating to Corporate Governanceas prescribed . The Report on Corporate Governance along with a certificate from the Auditors of the companyregarding compliance is enclosed and forms part of the report.Risk ManagementThe Company has identified risks associated with its line of business and is taking appropriate steps for itsmitigation.Corporate Social ResponsibilityThe provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility, are notapplicable to the Company.Related party transactionsDetails of related party transactions have been disclosed in notes to the financial statements.EnvironmentYour Company was awarded ISO 14000:2004 certification in recognition of its responsibility towards environmentand society. Steps have been taken to meet the required norms & safeguards and to keep the environment pollutionfree. Greenbelt has been created in and around the factory and water conservation and recycling has been taken upon priority.Particular of EmployeesThe company has no employee who is covered under the Companies (Appointment and Remuneration of ManagerialPersonnal) Rules, 2014Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.Conservation of Energy :Energy conservation measures taken:- Conversion of hot water generator to run on Natural Gas.- Reduction of power consumption by use of Turbo Ventilators in non air-conditioned areas to extract heat and

also provide natural illumination.- Reduction in air conditioning load by re-sizing of process areas.- Reduction in water consumption through recycling of water and undertaking rain water harvesting.Research & Development and Technology Absorption :a) Research & Development -i) Areas in which R&D carried out.

Development was carried out in the areas of import substitution, alternative raw materials, technology upgradation, process development and quality improvement.

ii) Benefits derived as a result of above activities.Cost reduction achieved through improvement in design, import substitution, change in raw material, lowerusage and better quality.

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iii) Future plan of action.Continue R&D work for further reducing costs.

iv) Expenditure on R&D.No significant expenditure involved as these were carried out in house.

b) Technology absorption -The company has developed capability to manufacture colour picture tubes and components like deflectionyokes & electron guns. The technology for the ultra slim CPTs has also been absorbed.Foreign Exchange Earnings and Outgo :Foreign exchange outgo during the year - NILForeign exchange earnings during the year - NIL

Industrial RelationsYour company continues to maintain harmonious and cordial relations with its workforce.Auditors and Audit ReportsStatutory Auditors :The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants, retire at the conclusion of the forthcoming AnnualGeneral Meeting and being eligible have expressed their willingness to continue if appointed. The Board of Directorsrecommend their appointment for the next financial year. As per the provisions of the Companies Act, 2013, an auditfirm functioning as auditor of the Company for ten years or more after the commencement of provisions of Section139(2) of the Act, may be appointed in the Company for further period of three years from April 1, 2014.As regards the observations of the Auditors in their report, the relevant notes to the accounts i.e. nos. 26, 28 A(b), 29,30 (d), 33(a) & 38 are self explanatory and therefore do not require any further comments.Secretarial Auditors:Pursuant to the provisions of the Companies Act, 2013, the Board had appointed Ms. Seema Sharma, CompanySecretary in practice (PCS Registration No. 4397) to conduct the Secretarial Audit for the Financial Year 2014-15.The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked asAnnexure-I to this Report. The observations referred to therein have been explained in the notes to the accounts anddo not require and further comments.Cost Auditor :In view of suspension of operations during the year as explained above no cost audit exercise was undertaken .In terms of Section 134 of the Companies Act 2013 and provisions of the Listing Agreement, the Company has anInternal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivityand independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Adequateinternal control systems and procedures are in place to ensure compliance with internal policies & procedures andstatutory regulations.Extract of Annual ReturnThe information required under Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies(Management and Administration) Rules, 2014, the extracts of Annual Return in form MGT-9 is annexed herewithmarked as Annexure II to this Report.AcknowledgementThe Board acknowledges the valuable support of various government agencies, financial institutions, banks,customers, suppliers, business associates, shareholders and employees and looks forward to their continuedsupport.

On behalf of the Board

Place : New Delhi Arjun ThaparDated : 30th May, 2015 Managing Director

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Annexure-I to Directors’ ReportSecretarial Audit Report

for the Financial year ended 31st March, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

ToThe MembersJCT Electronics LimitedA-32, Industrial Phase VIIIS.A.S. Nagar, Mohali (Punjab)

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by JCT Electornics Limited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the statutory compliances and expressing my opinion thereon.Based on my verification of the company’s books, papers, minute books, form and returns filed and other records maintained bythe company and also the Management Representation Letter and information provided by the Company, its officers, agents andauthorized represntatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the company has, during theconduct of Secretarial Audit, I hereby report that in my opinion, the company has, during the audit period covering the financialyear ended 31st March, 2015 generally complied with the statutory provisions listed hereunder except as provided in AnnexureA to this report and also that the Company has proper Board processes and Compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter :-I have examined the books, papers, minute books, forms and returns filed and other records maintened by the Company for thefinancial year ended 31st March, 2015 according to the provisions of :(i) The Companies Act, 2013 (the Act) and the rules made theunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and By-laws framed thereunder;(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Prohibition of Insider Trading)(b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;I further report that, there were no actions/events in pursuance of;

(a) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999;(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

requiring compliance thereof by the Company during the audit period.I have also examined compliance with the applicable Clauses of The Listing Agreement entered into by the Company and foundthat the Company has timely complied with the clauses of the Listing Agreement, applicable during the audit period except 30 and35A which were filed with some delays and the company has not complied with clause 40(iii) (b).Secretarial Standards issued by the The Institute of Company Secretaries of India were not applicalbe during the audit period.During the period under review, the Company has complied in general with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above except specified in Annexure A of the report.I further report thatThe Board of Dirctors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda itemsbefore the meeting and for meaningful participation at the meeting.There were no dissenting view by any Board member as per the minutes of Board meetings duly recorded and signed.I further report that, based on the information provided by the Company, its officers and authorised representatives during theconduct of the audit, and also on the review of complieance report/certificate by respective department heads and CompanySecretary taken on record by the Board of Directors of the Company, in my opinion, adequate systems and process and controlmechanism exits in the Company to monitor and ensure compliance with applicable general laws.I further report that, the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not beenreviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.I further report that during the audit period, there might be major bearing on the company’s affairs regarding the events specifiedin Annexure B of this report.New Delhi Seema Sharma21st May, 2015 Company Secretary in Whole-time Practice

FCS No. 8054/CP No. : 4397

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ANNEXURE - AOBSERVATIONS UNDER SECRETARIAL AUDIT FOR FINANCIAL YEAR ENDED 31/03/20151. The Company has complied with all the provisions of Companies Act, 2013 relating to Statutory Audit/Internal Audit except Cost Audit for the

Finanacial Year 2014-15 as operations at plant remain sunspended since July, 2013.2. The Company has received show cause notice from the Registrar of Companies regarding non submission of CD having details of share holding

for which reply was submitted along with copy of acknowledgement having submitted the same. Further, notice for late submission of AnnualReport from Bombay Stock Exchange was received for which reply was made and fine was also paid.

3. Minutes of the Board and general meetings were entered in the Minutes books within thirty days from the day of the meeting. The minutes of theBoard meeting are numbered and signed after confirmation by the directors at the subsequent meeting.

4. The Company has the procedure of providing the certified copy of the resolution(s) with name and designation only of the Directors/CompanySecretary with DIN/Membership No.

5. General practice of company about disclosure for change in directorships of directors is to record the same in Board Meeting/minutes only onreceipt of intimation fromt he concerned director(s).

6. There was no appointment of KMP during the year 2014-15.7. The code of conduct for the Insider trading uder SEBI (Prohibition of Insider Trading) Regulation, 1992 was not made and provided on site as no

shares are held by the directors and executives of the companys as per information provided.8. There was no reporting during the period under The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 20119. Independent directors could not hold their meeting during the audit period.10. Appointment of women director was not made during the audit period due to unavoidable reasons. However, SEBI had permitted compliance upto

30th June, 2015.11. Appointment letter to Independent director has not been uploaded on website.12. There were no transactions with related parties during the audit period except for funding by the promoter company to meet shortfall in resources

for addressing dues of banks as per sanctioned scheme and as permitted in the BIFR orders.13. Committees required to be formed under new Act are in place from earlier years. However, reconstitutions could not be carried out for unavoidable

reasons.14. Form No. MGT 14 pertaining to approval of financial results for the quarter ended March, 2014 could not be field.15. Mr. Mukesh Mohan, nominee-BIFR has not attended any Board meeting during the audit period. However, he has attended the meetings of Assets

Sale Committee convened by the BIFR for sale of surplus land as BIFR Nominee.16. The Company has timely complied with the clauses of teh Listing Agreement, applicable during the audit period except 30 and 35A which were

filed with some delays and the company has not complied with clause 40(iii)(b).ANNEXURE - B

EVENTS THAT MIGHT HAVE MAJOR BEARING ON THE COMPANY’S AFFAIRSThe Board for Industrial and Financial Reconstruction (BIFR) declared the company as a sick company vide its order dated 12th December, 2005 under theSick Industrial Companies (Special Resolutions) Act, 1985 (SICA). BIFR passed an order under section 17(3) of SICA & sanctioned a rehabilitationscheme vide its order dated 12th March 2007 with the cut off date fixed as 31st March, 2007, which was further amended vide order dated 25th May,2007. The scheme came into effect from the date of issue of the sanctioned scheme and its provisions are binding on all concerned.The Company had received an unsecured loan from its holding company namely Team Plus Securities Limited during the FY 2011-12 which isoutstanding as at 31st March, 2015. Section 185 of The Companies Act, 2013 stipulates that no company shall directly or indirectly advance any loanto any person in whom the director is interested. Mr. Arjun Thapar is a director in both Term Plus Securities Limited, the promoter and holding company,which has advanced the loan and the Company (i.e. JCT Electronics Limited), its subsidiary which had accepted the loan. The said loan of Rs.50 lacsis still outstanding as at 31st March, 2015 and has not been returned by the company. As explained by the Company, the amount was funded by thepromoter company to meet the shortfall in the resource of the company for servicing the secured debts in terms of BIFR order which stipulates thatthe promoters should meet any shortfall in the fund requirements of the company for servicing the debts of secured creditors. As stated by Company,the said loan has not been returned by the company as it cannot do so without the prior written approval of the leaders. Further Team Plus SecuritiesLimited is an NBFC and is authorized to give loans as per its objects. However said NBFC is not charging any interest at a rate not less than the bankdeclared by Reserve Bank of India as stipulated by Section 186 of Companies Act, 2013. This is in contravention of the provisions of Section 185 ofCompanies Act, 2013The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India, the provisions ofsections 73 of 76 of the Companies Act, 2013 and rules farmed there under are not applicable during the year ended 31st March, 2015However Company did have credit balance of some customers which is outstanding and pertain to the period prior to 1st April, 2014. Such credit hadarisen due to goods returned by customers for quality issues and company has issued credit note in lieu of the same till replacement are made. Sincethere was no production, replacements have not been made and such customers continued to have credit balance which the company is holding intrust. In terms of Companies (Acceptance of Deposits) Rules 2014, pursuant to Section 73 & Section 74 of the Companies Act, 2013 such balance aremoney received or held by the Company in trust.The Company has defaulted in payment of principal amount of Loan 3,692.99 Lacs to Banks/ Financial Institutions for the year ended 31st March,2015. The total amount of default for sixteen quarters starting from 1st April, 2011 to 31st March, 2015 comes to Rs.10,670.42 Lacs (previous yearRs.6,977.43 Lacs).The company with the consent of the secured lenders submitted a Modified Debt Restructing Scheme (MDRS) before Hon’ble BIFR in the month ofOctober, 2012 which envisages re-schedulement of repayment of secured loan within the scheme period besides other requests and is pending forapproval before Larger Bench of BIFR as 31st March, 2015.New Delhi Seema Sharma21st May, 2015 Company Secretary in Whole-time Practice

FCS No. 8054/CP No. : 4397

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IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Shareholding

Annexure-II to Directors’ ReportForm No. MGT-9

Extract of Annual ReturnAs on the Financial year ended on 31st March, 2015

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

I. REGISTRATION AND OTHER DETAILSi) CIN : L32109PB1976PLC003680ii) Registration Date : 31st August, 1976iii) Name of the Company : JCT Electronics Limitediv) Category/Sub-Category of the Co. : Manufacturing Companyv) Address of the Registered Office : A-32, Industrial Phase - VIII, SAS Nagar,

& Contact details Mohali, Distt, Ropar, Punjabvi) Whether listed Company : Yesvii) Name, Address and Contact details of : RCMC Share Registry Pvt. Ltd.

Registrar of Transfer Agent B-25/1, 1st Floor, Okhla Industrial AreaPhase - II, New Delhi - 110020Phone : 011-26387320; Fax : 011-26387322E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Total turnover excludes other incomeIII. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No.

Name and Description of main product /service

NIC Code of the Product /services

% to total turnover of thecompany*

1. Colour Pictures Tubes for Televisions 363.3 100

Sl.No.

Name and Address of theCompany

CIN/GLN Holding/ Subsid-iary/ Associate

1. Team Plus Securities Ltd. U74899DL1995PLC069485 Holding

% of sharesheld

55.95%held by Co.

ApplicableSection

Section 2

2. APJ Financial Services P Ltd. U74899DL1995PTC072523 Associate 25.37%held by Co.

Section 2 (6)

Category of shareholders No. of Shares held at the beginning No. of shares held at the endof the year of the year

%Changeduring

theYear

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares SharesA. Promoters & Ass.(1) Indiana) Individual/HUF 0 0 0 0 0 0 0 0 0b) Central Govt. 0 0 0 0 0 0 0 0 0c) State Govt.(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 648283800 4287000 652570800 82.79 648283800 4287000 652570800 82.79 0e) Bnaks/FI 0 0 0 0 0 0 0 0 0f) Any Other… 0 0 0 0 0 0 0 0 0Sub-total(A)(1): 648283800 4287000 652570800 82.79 648283800 4287000 652570800 82.79 0(2) Foreigna) NRIs - Individual 0 0 0 0 0 0 0 0 0b) Other -Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any other …. 0 0 0 0 0 0 0 0 0Sub-total(A)(2): 0 0 0 0 0 0 0 0 0

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B. Public Shareholding1. Institutionsa) Mutual Funds 0 56400 56400 0.01 0 56400 56400 0.01 0b) Banks/FI 39115647 1670330 40785977 5.17 39115647 1670330 40785977 5.17 0c) Central Govt. 3453300 0 3453300 0.44 3453300 0 3453300 0.44 0d) State Govt.(s) 0 0 0 0 0 0 0 0 0e) Venture Cap. Funds 0 0 0 0 0 0 0 0 0f) Insurance Cos. 514400 2600 517000 0.07 514400 2600 517000 0.07 0g) FIIs 0 10100 10100 0 0 10100 10100 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(1): 43083347 1739430 44822777 5.69 43083347 1739430 44822777 5.69 02. Non-Institutionsa) Bodies Corp.j) Indian 47734590 39100 47773690 6.06 24380577 39100 24419677 3.10 -2.96ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual share holders 18131889 5405975 23537864 2.98 37791102 5399675 43190777 5.48 2.50

holding nominal share capitalupto Rs.1 lakh

ii) Individual share holders 12523926 2500000 15023926 1.91 16247607 2500000 18747607 2.37 0.46holding nominal share capitalin excess of Rs.1 lakh

c) Others (specify) ClearingMembers 0 0 0 0 0 0 0 0 0Non Resident Indians 1554106 2973900 4528006 0.57 1535725 296700 4505425 0.57 0Trust 0 0 0 0 0 0 0 0 0Sub-total(B)(2): 79944511 10918975 90863485 11.52 79955011 10908475 90863485 11.52 0Total Public Share holding(B) = (B)(1) + (B)(2) 123027858 12658405 135686263 17.21 123038358 12647905 135686263 17.21 0

C. Shares held by Custodian forGDRs and ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 771311658 16945405 788257063 100.00 771322158 16934905 788257063 0 100.00

Category of shareholders No. of Shares held at the beginning No. of shares held at the endof the year of the year %

Changeduring

theYear

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

No. of % of total % of Shares No. of % of total % of SharesShares Shares of pledged/ Shares Shares of pledged/

the encumbered the encumberedcompany to total shares Company to total shares

1 Team Plus Securities Ltd. 441000000 55.95 0 441000000 55.95 0 02 APJ Financial Services Pvt. Ltd. 200000000 25.37 0 200000000 25.37 0 03 JCT Limited 10631900 1.35 0.54 10631900 1.35 0.54 04 Provestment Securities Pvt. Ltd. 688900 0.09 0 688900 0.09 0 05 C G Capital & Investments Ltd. 250000 0.03 0 250000 0.03 0 0

TOTAL 652570800 82.79 0.54 652570800 82.79 0.54 0

ii) Shareholding of Promoters & Associates

Category of shareholders No. of Shares held at the beginning of the year No. of shares held at the end of the year % change inshare

holdingduring the

year

iii) Change in Promoters & Associates' Shareholding (please specify, if there is no change)

Category of shareholders Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. of Shares % of total Shares

of the CompanyNo. of Shares % of total Shares

of the Company1. At the beginning of the year 652570800 82.79 652570800 82.792. Date wise Increase / Decrease in Promoters & Associates'

Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)At the End of the year 652570800 82.79 652570800 82.79

No Change No Change

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

Varun Texport Pvt. Ltd.At the beginning of the year 14863832 1.89Transaction Increase/Decrease in Shareholdingduring the year ended– June 13, 2014 (311776) 0.04 14552056 1.85At the End of the year (or on the date of separation,if separated during the year) 14552056 1.85Punjab & Sind BankAt the beginning of the year 6717390 0.85Transaction Increase/Decrease in Shareholdingduring the year ended -- --At the end of the year (or on the date of separation,if separated during the year) 6717390 0.85Punjab National BankAt the beginning of the year 5029787 0.64Transaction Increase/Decrease in Shareholding duringthe year ended -- --At the End of the year (or on the date of separation,if separated during the year) 5029787 0.64State Bank of PatialaAt the beginning of the year 3763040 0.48Transaction Increase/Decrease in Shareholdingduring the year ended -- --At the End of the year (or on the date of separation,if separated during the year) 3763040 0.48Asset Reconstruction Company (India)At the beginning of the year 3453300 0.44Transaction Increase/Decrease in Shareholdingduring the year ended -- --At the End of the year (or on the date of separation,if separated during the year) 3453300 0.44Vijay Kumar ThaparAt the beginning of the year 2500000 0.32Transaction Increase/Decrease in Shareholdingduring the year ended -- --At the End of the year (or on the date of separation,if separated during the year) 2500000 0.32Vijaya BankAt the beginning of the year 1630430 0.21Transaction Increase/Decrease in Shareholdingduring the year ended -- --At the End of the year (or on the date of separation,if separated during the year) 1630430 0.21Govindram Gauridatta PoddarAt the beginning of the year 723222 0.09Transaction Increase/Decrease in Shareholdingduring the year endedApril 18, 2014 10100 0.00 733322 0.09April 25, 2014 7700 0.00 741022 0.09May 02, 2014 15757 0.00 756779 0.10May 09, 2014 19964 0.00 776743 0.10May 23, 2014 27850 0.00 804593 0.10June 13, 2014 149157 0.02 953750 0.12July 07, 2014 74669 0.01 1028419 0.13September 30, 2014 2000 0.00 1030419 0.13October 31, 2014 46192 0.01 1076611 0.14November 14, 2014 51792 0.01 1128403 0.14December 05, 2014 10000 0.00 1138403 0.14February 06, 2015 71985 0.01 1210388 0.15March 03, 2015 18062 0.00 1228450 0.16At the End of the year (or on the date of separation,if separated during the year) 1228450 0.16

For Each of the Top 10 Share holders Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. of Shares % of total Shares


of the Company

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Santosh Sitaram GoenkaAt the beginning of the year 812079 0.10Transaction Increase/Decrease inShareholding during the year endedDecember 05, 2014 28171 0.00 840250 0.11December 12, 2014 5000 0.00 845250 0.11December 19, 2014 10000 0.00 855250 0.11December 31, 2014 1010 0.00 856260 0.11January 9, 2015 (99981) -0.01 756279 0.10January 23, 2015 27900 0.00 784179 0.10February 06, 2015 1000 0.00 785179 0.10February 13, 2015 5000 0.00 790179 0.10February 20, 2015 38254 0.00 828433 0.11March 03, 2015 2641 0.00 831074 0.11At the End of the year (or on the date of separation,if separated during the year) 831074 0.11Gitadevi Govind PoddarAt the beginning of the year 728640 0.09Transaction Increase/Decrease in Shareholdingduring the year endedJune 20, 2014 39172 0.00 767812 0.10August 15, 2014 14200 0.00 782012 0.10October 17, 2014 34832 0.00 816844 0.10January 16, 2015 4189 0.00 824033 0.10January 23, 2015 4300 0.00 828333 0.11At the End of the year (or on the date of separation,if separated during the year) 828333 0.11



of the Company



of the Company

v) Shareholding of Directors and Key Managerial Personnel

At the beginning of the year - - - -Date wise Increase/Decrease in Shareholdingduring the year - - - -At the End of the year - - -

For Each of the Top 10 Share holders Secured Loansexcludingdeposits

UnsecuredLoans

Deposits Totalindebtendness

v) INDEBTEDNESS

Indebtedness at the beginning of the

financial year

i) Principal Amount 35,444.68 194.24 -- 35,638.92

ii) Interest due but not paid -- 166.86 -- 166.86

iii) Interest accrued but not due 9,678.77 -- -- 9,678.77

Total (i+ii+III) 45,123.45 361.10 -- 45,484.55

Change in Indebtedness during the fin. Year

- Addition -- -- -- --

- Reduction 3.86 -- -- 3.86

Net Change (3.86) -- -- (3.86)

Indebtedness at the end of the financial year

i) Principal Amount 35,440.82 194.24 -- 35,635.06

ii) Interest due but not paid* -- 166.86 -- 166.86

iii) Interest accrued but not due 11,269.68 -- -- 11,269.68

Total (i+ii+III) 46,710.50 361.10 -- 47,071.60

11

B. Remuneration to other directors:

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager during the year :

1. Gross salarya) Salary as per provisions contained in section 12 12

17(1) of the Income Tax Act, 1961b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -c) Profits in lieu of salary u/s 17(3) of Income Tax Act, 1961 - -

2. Stock Option - -3 Sweet Equity - -4 Commission - -

- as % of profit - -- others, specify… - -

5 Others, please specify - -Total (A) 12 12Ceiling as per the Act*

Mr. Arjun Thapar,Managing Director

TotalAmount

Particulars of RemunerationSl.No.

1. Independent Directors- Fee for attending board / committee meetings 80,000 100,000 180,000- Fee for attending the Board committee meetings -- Commission- Others, please specifyTotal (1) 80,000 - - 100,000 180,000

2. Other Non- Executive Directors- Fee for attending the Board committee meetings - 20,000 20,000- Commission- Others, please specify - - - -Total (2) - 20,000 - 20,000Total (B) = (1+2) 80,000 - 20,000 100,000 200,000Total Managerial RemunerationOverall Ceiling as per the Act*

*The abovesaid remuneration are within the limits as prescribed under Schedule V of the Companies Act, 2013 and as per the approval receivedfrom the members of the Company.

TotalAmount

Sl.No.

Particulars of Remuneration Name of DirectorsMr. K JReddy

Mr. MukeshMohan

Mr. UmeshWamorkar

Mr. P KGanguly

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD.

1. Gross salarya) Salary as per provisions contained in section 17(1) 300,000 300,000

of the Income Tax Act, 1961b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -c) Profits in lieu of salary u/s 17(3) of Income Tax Act, 1961 - -

2. Stock Option - -3 Sweet Equity - -4 Commission - -

- as % of profit - -- others, specify… - -

5 Others, please specify - -Total (A) 300,000 300,000Ceiling as per the Act*

Mr. Gopal Krishnan,Company Secretary

TotalAmount

Particulars of RemunerationSl.No.

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :During the year, submission of the Annual Report to the Stock Exchange was late and penalty of Rs.9,000/- was paid by thecompany.

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

12

Name of Director Category ofDirector

No of Meetingsattended

Sittingfees paid

(in `)

No. ofother

Director-ships held

No. of other BoardCommittee(s)

of which he is a

Board Committee Member Chairman

* Mr Ganguly passed away on 8th May, 2015.# Nomination of Mr. Umesh Wamorkar was withdrawn w.e.f. 27th October, 2014** Effective from 1st July, 2013, Mr. Thapar has voluntarily decided to take monthly salary of Rs.1/- only despite his remuneration

as Managing Director being approved by the shareholders, subject to limits prescribed in the Schedule XIII of the Companies Act,1956. He is not paid any sitting fee, bonus, performance linked incentive, commission, stock option etc.

III. Code of ConductThe Code of conduct, for the Directors and senior management, in line with the provisions of Clause 49 of theListing Agreement has been formulated, framed and adopted by the Board.As provided under clause 49 of the listing agreement with the Stock Exchanges, the Board members and seniormanagement have confirmed compliance with the code of conduct for the period ended 31st March, 2015.

IV. Audit CommitteeThe role and terms of reference of the committee is as specified in Clause 49 of listing agreement with StockExchange(s) and as per requirement of the Companies Act .Names of the members of the Audit Committee with particulars of the meetings attended by them are as follows:

Name of Member Category Designation No. of MeetingsHeld Attended

Mr. P K Ganguly* Independent Chairman 4 4Mr. K Jayabharath Reddy Independent Member 4 4Mr. Umesh Wamorkar # Nominee Member 4 1Mr. Mukesh Mohan Special Director Member 4 -

*Mr Ganguly passed away in May , 2015# Nomination of Mr. Umesh Wamorkar was withdrawn on 27th October, 2014.

The Executives of the company attend the committee meetings to clarify queries raised besides the StatutoryAuditors whenever required.

CORPORATE GOVERNANCE REPORTI. Company's philosophy on Corporate Governance

JCT Electronics Limited (JCTEL) believes that good corporate governance is essential to achieve its businessobjectives and long term goals besides creating value for all its stakeholders.

II. Board of Directors- The Board of the company presently has three directors comprising of one independent director, one promoter

director and one special director of BIFR.- The Board met four times during the year on 28th May, 2014, 12th August, 2014, 11th November, 2014 and 13th

February, 2015.- Details of meetings attended by directors and other directorships held are as under :

Mr. Arjun Thapar, Promoter - Four Four Nil Two None NoneManaging Director ** Executive00090162Mr. K Jayabharath Reddy Independent - Four Four 0.80 Six Three Three00038342 Non ExecutiveMr. P K Ganguly * Independent Four Eight 1.00 None None None00105008 - Non ExecutiveMr. Umesh Wamorkar # Nominee - One One 0.20 One None None06373393 Allahabad BankMr. Mukesh Mohan Special Director None None Nil Five None None00794129 BIFR

13

V. Remuneration CommitteeThe Remuneration Committee comprised of two independent directors, Mr. K Jayabharath Reddy and Mr. P KGanguly as its members with Mr. Reddy being the chairman. With the demise of Mr Ganguly a new director willbe inducted.The committee recommends/reviews the remuneration of the Managing Director.

VI. Shareholders / Investor's Grievance CommitteeThe Shareholders & Investor's Grievance Committee had Mr. Arjun Thapar (Managing Director) and Mr. P KGanguly, Director, as its members. With the demise of Mr Ganguly a new member will be nominated . Mr. GopalKrishnan, Company Secretary is the designated Compliance Officer.The committee meets to review inter-alia the status of transfer/transmission of shares, issue of duplicate sharecertificates, shares dematted / rematted and investor's grievance and redressal mechanism and recommendmeasures for improvement of investors' services.During the year ended 31st March, 2015 there were no complaints/queries pending for reply and there were noshare transfers pending for registration.

VII. General Body MeetingsDetails of the previous three Annual General Meetings held are as under :

AGM Financial Year Day/Date Time Venue35th 1-4-2011 to Thursday 27-9-2012 10.30 a.m. A-32, Indl. Phase VIII, SAS Nagar

31-3-2012 Mohali, Punjab36th 1-4-2012 to Friday 27-09-2013 10.30 a.m. A-32, Indl. Phase VIII, SAS Nagar

31-3-2013 Mohali, Punjab37th 1-4-2013 to Thursday 18-09-2014 11.00 a.m. A-32, Indl. Phase VIII, SAS Nagar

31-3-2014 Mohali, PunjabNo special resolution was required to be passed through postal ballot last year in terms of the provisions of theCompanies Act and relevant rules made thereunder.No Extra-Ordinary General Meeting of shareholders was held during the year.

VIII. CEO/CFO CertificationIn terms of the requirements of the listing agreement, necessary certificate is submitted to the Board of Directorsand the Audit Committee.

IX. DisclosuresNo transactions of material nature have been entered into by the company with Promoters, Directors or theirrelatives conflicting with the company's interest except as disclosed in the financial accounts under related partytransactions.No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutoryauthority on any matter related to capital markets during the last three years.

X. Management discussion and AnalysisThe management discussion and analysis forms part of the Director's Report.

XI. Means of communicationQuarterly results are communicated to the stock exchanges where the company's shares are listed. The sameare displayed on the following websites www.bseindia.com and www.nseindia.com.The results are generally published in the newspapers like Jansatta - Delhi, Indian Express - Delhi, Chandigarhand The Punjabi Tribune - Chandigarh.

XII. General Shareholder Information38th Annual General MeetingDay & Date : Tuesday, 29th September, 2015Time : 11:30 a.m.Venue : A-32, Indl. Phase VIII, SAS Nagar,

Mohali, Punjab

14

- Financial Calendar 2015-16 :First Quarterly Results : Before end of July/August, 2015Second Quarterly Results : Before end of October/November, 2015Third Quarterly Results : Before end of January/February, 2016Fourth Quarterly Results : Before end of April/May, 2016

- Dates of Book Closure :From Tuesday, 22nd September, 2015 to Tuesday, 28th September, 2015 (both days inclusive)

- Dividend payment date :The company has not declared any dividend for the current financial year.

- Listing on Stock Exchanges :The Equity Shares of the Company are listed on the following Stock Exchanges :- National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai-400051.- Bombay Stock Exchange Limited, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

- Company/Stock Code :The National Stock Exchange Association Ltd. JCTELThe Stock Exchange Mumbai 500222

- Market price data for the year 2014 - 2015 :NSE BSE

Month High Low Volume High Low VolumeRs. Rs. Nos. Rs. Rs. Nos.

Apr.,2014 0.55 0.35 592164 0.51 0.38 290172May, 2014 0.70 0.40 1415043 0.64 0.38 511296Jun.,2014 1.00 0.65 1796226 0.92 0.67 1130732Jul., 2014 0.80 0.60 399468 0.82 0.60 472009Aug.,2014 0.70 0.55 353541 0.70 0.58 399776Sep.,2014 0.75 0.50 375995 0.76 0.51 659278Oct.,2014 0.70 0.60 219158 0.70 0.59 261664Nov.,2014 0.80 0.60 369635 0.86 0.60 967693Dec.,2014 0.70 0.55 331619 0.78 0.53 510767Jan.,2015 0.90 0.55 387660 0.90 0.88 1396717Feb.,2015 0.70 0.50 309321 0.73 0.51 624122Mar.,2015 0.60 0.35 705706 0.58 0.37 497562

- Distribution of shareholding as at 31st March, 2015 :Category Shares % age Shareholders % ageNos. of shares Nos. Nos.Upto 500 4784769 0.61 24133 69.55501-1000 3908031 0.49 4214 12.141001-2000 3852240 0.49 2226 6.422001-3000 2174696 0.28 806 2.323001-4000 1546187 0.19 411 1.184001-5000 4719660 0.60 960 2.775001-10000 7959293 1.01 945 2.7210001 and above 759312187 96.33 1006 2.90Total 788257063 100.00 35657 100.00

– Shareholding pattern as on 31st March, 2015 :Promoters & Group Companies : 82.79 %Fin.Inst./Ins.Co.'s/Mutual Funds/Banks : 5.69 %NRIs/OCBs/FIIs : 0.57 %Public : 10.95 %Total : 100.00 %

15

AAAAAUDITUDITUDITUDITUDITORS' CERORS' CERORS' CERORS' CERORS' CERTIFICATIFICATIFICATIFICATIFICATETETETETEThe MembersJCT Electronics LimitedWe have examined the compliance of the of Corporate Governance by JCT Electronics Limited for the year ended 31st March,2015 as stipulated in Clause 49 of the listing agreement of the said company with the stock exchanges.The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toprocedures and implementations thereof, adopted by the Company for ensuring the compliance of conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hasgenerally complied with the conditions of Corporate Governance and as stipulated in the above mentioned Listing Agreement.We state that in respect of investor grievances during the year ended 31st Mach, 2015 grievances were received and resolved bythe Company. There were no grievances which were pending with the Company as on 31st March, 2015 as per records maintainedby the Company.We further state that the compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

for V. SAHAI TRIPATHI & Co.

Chartered AccountantsFirm’s Registration Number : 000262N

Place : New Delhi Manish Mohan, PartnerDated : 30th May, 2015 Membership No. 091607

- Registrar and Transfer Agents :The share transfer agents for equity shares of the company both for electronic and physical segment are :RCMC Share Registry (Pvt.) Ltd.Unit : JCT Electronics LimitedB-25/1, First FloorOkhla Industrial Area, Phase-IINew Delhi - 110020Tele : 011-26387320/321/323 ; Fax : 011-26387322Email : [email protected]

- Share Transfer System :Share transfers and transmissions are registered and returned within the stipulated period if the documents areclear in all respects.

- Dematerialisation of equity shares :The demat/remat requests are processed within 15 days of the receipt of requests, if the same are complete in allrespects.As per SEBI directives the equity shares of the company are traded only in demat form for all investors and the ISINallotted to equity shares of the company is INE264B01020. The company has tied up with both the NationalSecurities Depository Limited and Central Depository Services (I) Limited.

- Manufacturing Units :- NH-8, Village Kandhari, Taluka Karzan, Vadodara (Gujarat)- A-32, Industrial Phase VIII, SAS Nagar, Mohali, Distt. Ropar, Punjab(The Mohali unit is not in operation)

- Address for Correspondence :Thapar House, 124 Janpath, New Delhi - 110 001Phone : 43534242 ;Contact Person : Mr. Manoj Chadha, Secretarial HeadThe above report was approved at the Board meeting held on 30th May, 2015.Compliance Certificate for corporate governance from auditors of the company is annexed herewith.

16

AUDITORS’ REPORTTo the MembersJCT Electronics Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of JCT Electronics Limited (“the Company”), which comprisethe Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards referred specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation and presentation of the financial statements that givea true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there-under.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether theCompany has in place an adequate internal financial control system over financial reporting and the operating effectiveness ofsuch controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financialstatements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinionon the standalone financial statements.

Basis for Adverse Opinion(i) We have analyzed following factors :-

(a) The financial statements have been drawn and are based on the successful implementation of rehabilitation schemeannounced by Board for Industrial and Financial Reconstruction (BIFR) for the company. As per Sanctioned BIFRScheme, the revival of the company is dependent on sale of land and building at Mohali Unit. As envisaged in sanctionedscheme in 2007, the company’s net worth could not turn positive in the 4th year of its implementation due to delay in saleof land & building which is still pending. The tenure of scheme is ending in the year 2017. The Company has defaultedin payment of principal amount of Loans of Rs. 10,670.42 Lacs (previous year Rs 6,977.43 Lacs) to Banks / FinancialInstitutions for sixteen quarters starting from 1st April, 2011 to 31st March, 2015. This is in contravention of rehabilitationscheme announced by BIFR vide its order dated 12th March, 2007. The Company was unable to meet its obligationstowards repayment of quarterly installments due in respect of term/working capital term loans as per BIFR sanctionedscheme, due to non availability of working capital limits as envisaged in the sanctioned scheme and sluggish marketconditions during the year. As per the BIFR scheme, if the company commits default towards repayment of principalinstallments as per the sanctioned scheme or any combination, FIs / Banks reserves the right to charge interest on thedefaulted amount at top of the band together with liquidated damages of 2% p.a. thereon till the date of clearance ofdefault or FIs / Banks shall have the right to convert its entire overdue into fully paid up equity shares of JCTEL duringthe currency of the loans as per SEBI guidelines, or otherwise but with the permission of Hon’ble BIFR also reserve theright to revoke the package of rehabilitation. In case FIs / Banks exercise the right of revocation, the financial rehabilitationsanctioned or granted to JCTEL shall be treated as withdrawn and the terms and the conditions of the original loanagreements or documents shall come into force as if no such financial rehabilitation were ever granted to JCTEL.

17

Further, FIs / Banks shall have the right to adjust payment received under the present package of financial rehabilitationagainst outstanding dues in terms of the original loan agreements/documents.However with the consent of secured creditors, a Modified Debt Restructuring Scheme (MDRS) has been submittedto the Hon’ble BIFR in the month of October, 2012 requesting for reschedulement of repayment of principal amount ofsecured loans within the scheme period. The same was under consideration of the Hon’ble BIFR as at 31st March, 2014.During the year ended 31st March, 2015, the matter has been referred to Larger Bench to be headed by Chairman,BIFR & is pending.Considering the magnitude of default coupled with delay in sale of assets raises a doubt on the chances of recovery.

(b) The Company incurred a net loss of Rs. 7,263.97 Lacs for the year ended 31st March, 2015 (Previous year Rs.6,248.19/ Lacs) and accumulated loss as on 31st March, 2015 stands to Rs. 69,828.84 Lacs. As on 31st March, 2015,the Company’s current liabilities exceeded its current assets by Rs. 42,463.96 Lacs (Previous year Rs. 32,644.78/Lacs) and its total liabilities exceeded its total assets by Rs. 55,307.79 Lacs (Previous year Rs. 48,035.70/ Lacs). Inview of these, the Company had been reporting negative operating cash flows for few years which have also contributedto constraints of working capital. These conditions have resulted into acute working capital deficit & have castedmaterial uncertainty on functioning of Company.

(c) The Company had stopped production from August, 2013 onwards at its only working plant at Vadodara, Gujarat andthere has been no production during the year ended 31st March, 2015, on account of non availability of working capitalfor importing critical raw materials. Considering aforesaid factors, the availability of requisite working capital to commenceits operations is doubtful.

(d) We understand that due to technological changes, there has been a declining market for color picture tubes.(e) Due to non release of need based working capital as envisaged in the sanctioned scheme, the Company has not been

able to settle dues of running creditors.(f) There has been constant reduction in the strength of staff.The management of the company is however hopeful that its request for Modified Debt Restructuring Scheme (MDRS) wouldbe accepted by Hon’ble BIFR and the Company would be able to arrange requisite working capital for importing critical rawmaterials to start its production lines. The management is confident that it would be able to dispose of its assets as sanctionedin BIFR Scheme. The Accounts have been compiled by the management on the basis of going concern. Please refer NoteNumber-29 to the financials.Appropriateness of the “going concern basis” is dependent on the ability of the company to generate adequate finances tomeet its obligations and to operate profitably which in our opinion after considering aforesaid factors indicate materialuncertainty which further raises significant and substantial doubt on the ability of the Company to continue as a going concernand therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. If theCompany is treated not to be a going concern, then the valuation of assets has to be not merely on the basis of historical costless depreciation or impairment but at a value which the assets would fetch, if the same are lower than the value presentlyshown. The Company has not attempted to assess the realizable value of the assets and therefore financial results for theyear ended 31st March, 2015 have been prepared on a going concern basis and do not include any adjustments relating to therecoverability and classification of recorded asset amounts or to amounts or classification of liabilities that may be necessaryif the Company is unable to continue as a going concern.

(ii) In the opinion of the management, accounts receivable, loans and advances have a value on realization in the ordinarycourse of business, at least equal to the amount at which they are stated in the Balance sheet unless specifically provided for.During the financial year ended 31st March 2015, company has not sought confirmations on margin money account, tradereceivable, trade payable and other receivables/ payables. Accordingly the balances appearing under margin money account,trade payables, trade receivables and other receivables/ payables are subject to reconciliation & confirmation and aredescribed in Note 33(a) to the financial statements. The financial impact of same is not ascertainable and to that extent we donot have any information in respect of such balances.

(iii) The Company is engaged only in manufacture of Color Picture Tubes and Deflection Yokes at Vadodara Unit, Gujarat. This isthe only Business Segment of the Company. As per Accounting Standard-28 on Impairments of as prescribed under Section133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and as prescribed in theCompanies (Accounting Standards) Rules, 2006, it is imperative to determine impairment in respect of cash generating unitas per the methodology prescribed under the said Standard. However the Management of the Company vide Note No- 30(d)states that there is no impairment in respect of cash generating unit at Vadodara, Gujarat since it has not completed its usefullife and that the production will be taken up when working capital is made available after the sale of assets approved by BIFR.Further there is lot of appreciation in the value of the land available at Vadodara. In light of the above we are unable to ascertainfinancial impact of same.

Emphasis of MatterThe Company had received an unsecured loan from its holding company namely Team Plus Securities Limited during the FY2011-12 which is outstanding as at 31st March, 2015. Section 185 of The Companies Act, 2013 stipulates that no company shalldirectly or indirectly advance any loan to any person in whom the director is interested. Mr Arjun Thapar is a director in both Team

18

Plus Securities Limited, the promoter and holding company, which has advanced the loan and the Company (i.e. JCT ElectronicsLimited), its subsidiary which had accepted the loan. The said loan of Rs 50 lacs is still outstanding as at 31st March, 2015 andhas not been returned by the company. As explained by the Company, the amount was funded by the promoter company to meetthe shortfall in the resources of the company for servicing the secured debts in terms of BIFR order which stipulates that thepromoters should meet any shortfall in the fund requirements of the company for servicing the debts of the secured creditors.As stated by Company, the said loan has not been returned by the company as it cannot do so without the prior written approvalof the lenders. Further Team Plus Securities Limited is an NBFC and is authorized to give loans as per its objects. However saidNBFC is not charging any interest at a rate not less than the bank declared by Reserve Bank of India as stipulated by Section186 of Companies Act, 2013. In our opinion this is in contravention of the provisions of Section 185 of Companies Act, 2013 whichcould attract penalties. Please refer Note - 38.Our opinion is not modified in respect of this matter.

Adverse OpinionIn our opinion, because of the aforesaid factors mentioned in the Basis for Adverse Opinion paragraph, the aforesaid standalonefinancial statements do not give the information required by the Companies Act, 2013 in the manner so required and also do notgive a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March, 2015, its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements(1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in

terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extent applicable.

(2) As required by section 143 (3) of the Act, we report that:a. We have sought and, except for the matters described in the Basis for Adverse Opinion paragraph, obtained all the

information and explanations which to the best of our knowledge and belief were necessary for the purpose of ouraudit;

b. Except for the possible effects of the matter described in the Basis for Adverse Opinion paragraph above, in our opinionproper books of account as required by law have been kept by the Company so far as appears from our examinationof those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreementwith the books of account;

d. Except for the impact of the matter described in the Basis for Adverse Opinion paragraph above, in our opinion, theBalance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specifiedunder section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. The going concern matter described in sub-paragraph 1(a) under the Basis of Adverse Opinion paragraph above, inour opinion, may have an adverse effect on the functioning of the Company.

g. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director interms of section 164(2) of the Act.

h. The adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated inthe Basis for Adverse Opinion paragraph above.

i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to usi. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –

Refer Note 26 to the financial statement.ii. The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses.iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Company.




19

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph (1) of our report on other legal and regulatory requirements of even date)

Annexure referred to in paragraph (1) of our report on other legal and regulatory requirements of Independent Auditor’s Reportto the members of JCT Electronics Limited on the financial statements for the year ended March 31, 2015

i) (a) The Company has maintained records showing full particulars including quantitative details and situation of fixedassets of all its units.

(b) The fixed assets have been physically verified by the management of the Company at reasonable intervals. Nomaterial discrepancies were noticed on such verification

(ii) (a) Inventories have been physically verified during the year by the management and in our opinion, the frequency ofverification is reasonable.

(b) The procedures for physical verification of inventories followed by the management are reasonable and adequatein relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of its inventories. The discrepancies noticed during the course ofphysical verification between the physical stocks and the book records were not material. However the same havebeen properly dealt with in the books of account

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in theregister maintained under section 189 of the Companies Act, 2013 during the financial year ended 31st March, 2015.

(b) Company had given two interest free unsecured loans of Rs 117.41 Lacs to two companies covered in the registermaintained under section 189 of the Companies Act, 2013 in earlier years. The amount is overdue for payment.During the year Rs 10 Lacs were recovered from one of such Company. Company should take reasonable stepsincluding legal recourse to recover the outstanding balance. Being doubtful of recovery, provision for doubtful debtshas been created during the year ended 31st March, 2015.

(c) Accordingly the remaining clauses of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedurescommensurate with the size of the company and the nature of its business for the purchase of fixed assets, purchase ofInventory & sale of goods. The activities of the Company do not involve sale of services. Further, on the basis of ourexamination of the books and the records of the company, and according to the information and explanations given to us,we have neither come across nor have been informed about any continuing failure on the part of the management to correctmajor weaknesses in the aforesaid internal control procedures.

(v) The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank ofIndia, the provisions of sections 73 to 76 of the Companies Act, 2013 and rules framed there under are not applicable duringthe year ended 31st March, 2015.

However Company did have credit balance of some customers which is outstanding and pertain to the period prior to 1stApril, 2014. Such credit had arisen due to goods returned by customers for quality issues and company has issued creditnote in lieu of same till replacements are made. Since there was no production, replacements have not been made and suchcustomers continued to have credit balances which the company is holding in trust. In terms of Companies (Acceptanceof Deposits) Rules, 2014, pursuant to Section 73 & Section 74 of the Companies Act, 2013, such balances are moneyreceived or held by the Company in trust.

(vi) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by thecompany pursuant to the rules made by the Central Government for the maintenance of cost records under Section148(1)(d) of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records havebeen kept and maintained.

(vii) (a) According to the information and explanations given to us, no undisputed amounts payable in respect of ProvidentFund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding at the year end,for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, the following dues in respect of income tax, central sales tax,service tax, wages under labour law, excise, PF & ESI have not been deposited by the company on account ofappeals pending for disposal at different forums :-

20

Name of the Statute Nature of Dues Amount Forum where dispute is pending(in Lacs.)

Central Excise Act, 1944 Excise duty & Penalty 12.30 Commissioner ( Appeals ), Mohali

Central Excise Act, 1944 Excise duty & Penalty 14.45 Commissioner ( Appeals ), Vadodara

Central Excise Act, 1944 Excise duty & Penalty 21.16 Assistant Commissioner, Mohali

Central Excise Act, 1944 Excise duty & Penalty 4.14 CESTAT Ahmedabad

Central Excise Act, 1944 Excise duty & Penalty 1.50 CESTAT Delhi

Central Excise Act, 1944 Excise duty & Penalty 10.50 Allahabad High CourtCentral Excise Act, 1944 Excise duty & Penalty 340.76 Show Cause Notice Vadodara

Commissionerate-II

Income Tax Act, 1961 Income Tax & FBT 52.65 Commissioner ( Appeals )

Labour Law Act, 1970 Unpaid Wages 277.84 Presiding Officer Labour Court, Vadodara

Labour Law Act, 1970 Unpaid Wages 28.00 Labour Court Patiala

Labour Law Act, 1970 Unpaid Wages 180.50 Industrial Tribunal Punjab AtChandigarh/Labour Court

Labour Law Act, 1970 Unpaid Wages 822.00 Punjab & Haryana High Court –Chandigarh

*Provident Fund Act, 1925 Unpaid Provident Fund 748.50 PF Appellate Tribunal At New Delhi.Employee State Insurance Unpaid ESI 19.00 ESI Cases at Chandigarh And HighAct, 1948 Court

*In respect of the Provident fund dues, the Delhi High Court has directed that BIFR shall utilize the sale proceeds of theMohali Unit at the first instance for clearing the Provident fund dues.

Name of the Statue Nature of Dues Amount (in Lacs) Forum where dispute is pending

Punjab State Electricity Board Dues 40.00 District Court, Mohali

(c) There is no amount which is required to be transferred to investor education and protection fund in accordance withrelevant provisions of the Companies Act, 1956 and rules there-under.

(viii) The accumulated losses at the end of the financial year are more than hundred percent of its net worth and as stated earlierthe Company is in BIFR. The company has incurred cash losses in the current financial year as well as in the financial yearimmediately preceding the current financial year.

(ix) The Company has defaulted in payment of principal amount of Loans of Rs 3,692.99 Lacs to Banks / Financial Institutionsfor the year ended 31st March, 2015. The total amount of default for sixteen quarters starting from 1st April, 2011 to 31stMarch, 2015 comes to Rs 10,670.42 Lacs (previous year Rs 6,977.43 Lacs).In terms of the rehabilitation scheme approved by Board for Industrial and Financial Reconstruction (BIFR) in March, 2007,the company had made quarterly payments of principal amount of loans from January 2009 till March 2011.The company with the consent of the secured lenders submitted a Modified Debt Restructuring Scheme (MDRS) beforeHon’ble BIFR in the month of October, 2012 which envisages re-schedulement of repayment of secured loan within thescheme period besides other requests and is pending for approval before Larger Bench of BIFR as 31st March, 2015.Please Refer Note-28A(b).

(x) The company has not given any guarantee for loans taken by others from bank or financial institutions and therefore restof the sub-clause is inapplicable and has not been commented upon.

(xi) According to the information and explanations given to us and on an overall examination of the books of accounts of thecompany, we report that no term loan was taken during the year ended 31st March, 2015. However, the term loans takenby company in earlier years were applied for the purpose for which such loans obtained.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reportedduring the course of our audit.




21

BALANCE SHEET AS AT 31st MARCH, 2015

As per our report of even date On behalf of the Boardattached to the balance sheet

ffor V. SAHAI TRIPATHI & Co.Chartered Accountants K. JAYABHARATH REDDY ARJUN THAPARFirm’s Registration No. : 000262N Director Managing Director

MANISH MOHAN, PartnerMembership No. : 091607

SAMARES BANDYOPADHYAY GOPAL KRISHNANPlace : New Delhi Head of Accounts Company SecretaryDated : 30th May, 2015

I. EQIUITY AND LIABILITIES1. Shareholders funds

a) Share Capital 1 7,882.40 7,882.40b) Reserves and surplus 2 (63,190.19) (5,5918.10)

2. Non-current Liabilitiesa) Long term borrowings 3 16,653.45 24,189.09b) Other long term liabilities 4 18,848.28 18,859.65c) Long term provisions 5 4,237.26 872.26

3. Current Liabilitiesa) Short term borrowings 6 - -b) Trade payables 7 17,063.03 17,324.84c) Other current liabilities 8 32,640.53 23,439.28d) Short term provisions 9 8.34 5.53

TOTAL 34,143.10 36,654.95

II. ASSETS1. Non-current assets

a) Fixed assets 10i) Tangible assets 25,895.49 27,468.41ii) Intangible assets 126.88 145.89iii) Capital work in progress 0.00 0.86

b) Non-current investment 11 48.55 65.95c) Long-term loans and advances 12 824.24 848.97

2. Current assetsa) Inventories 13 359.62 796.58b) Trade receivables 14 6,252.58 6,250.57c) Cash and bank balances 15 32.67 180.95d) Short-term loans and advances 16 602.04 895.86e) Other current assets 17 1.03 0.91TOTAL 34,143.10 36,654.95

Note No. As At As At31.03.2015 31.03.2014

` in Lacs ` in Lacs

22

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2015

Note No. Current PreviousYear Year

` in Lacs ` in Lacs


for V. SAHAI TRIPATHI & Co.Chartered Accountants K. JAYABHARATH REDDY ARJUN THAPARFirm’s Registration No. : 000262N Director Managing Director



I. INCOMERevenue from operations 18 257.72 5,178.36Less: Excise Duty 8.67 482.89Net Revenue from operations 249.05 4,695.47Other income 19 322.72 944.92Total Revenue 571.77 5,640.39

II. EXPENSES:Cost of materials consumed 20 14.54 2,554.21(Increase)/Decrease in inventories 21 - 1,250.55Employee benefits expense 22 (124.85) 1,234.86Finance cost 23 1,592.00 1,638.68Depreciation and amortisation expense 10 1,506.32 1,676.94Other expenses 24 a 847.73 2,382.56Total expenses 3,835.74 10,737.80

III. Profit / (Loss) before exceptional and extraordinaryitems and tax (I-II) (3,263.97) (5,097.41)

IV. Exceptional Items 24 bProvision against Settlement with Mohali Unions on orders of BIFR 4,000.00 -Loss on sale of Fixed Assets - 1,150.78

V. Profit before extraordinary items and tax (III-IV) (7,263.97) (6,248.19)VI. Extraordinary items - -VII. Profit before tax (V-VI) (7,263.97) (6,248.19)VIII. Tax expense:

Current Tax - -Deferred Tax - -

IX. Profit /(Loss) for the year from continuing opreations (3,788.55) (4,408.32)X. Profit/ (Loss) from ordinary activities of discontinuing

operations 39(f) (3,475.42) (785.14)Profit/ (Loss) from sale of Fixed Assets of discontinuingoperations 39(f) - (1,054.73)

XI. Tax expense of discontinuing operations - -

XII. Profit /(Loss) for the year from discontinuing Operations (3,475.42) (1,839.87)(after tax) (X+XI)

XIII. Profit/ (Loss) for the year (IX+XII) (7,263.97) (6,248.19)

Earning per equity share of Rs 1/- eachi. Basic (0.92) (0.79)ii Diluted (0.92) (0.79)

23

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015(Pursuant to the Listing Agreement with Stock Exchanges)

Current Year Previous Year(` in Lacs) (` in Lacs)

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax from continued operations 211.45 (4,408.33)Adjustment for:-Depreciation 1,506.32 1,676.94-Foreign exchange fluctuations 21.86 (44.14)-Interest/Dividend Income (0.17) (0.15)-Interest Expenses 1,591.03 1,627.36-Loss on sale of fixed assets 29.15 96.05-Liabilities w/b (298.08) (176.54)- Diminution in value of investment 17.41- Diminution in value of investment 253.11 -

(667.92) (1,228.81)Net profit before tax from discontinued operations (3,475.42) (1,839.86)Adjustment for-Liabilities w/b - (588.98)-Loss on sale of fixed assets - 1,054.73-Diminution in value of stock 61.57 (3,413.85) 1,219.96 (154.15)Operating Profit before working capital changes (4,081.77) (1,382.96)Adjustment for:-Trade & Other Receivables 316.43 205.03-Inventories 122.28 1,842.96-Trade Payables 3,471.22 3,909.93 (1,458.15) 589.84Cash Generated from operations (171.84) (793.12)Foreign exchange fluctuations (21.86) 44.14Cash flow before extraordinary items (193.70) (748.98)Net cash from operating Activities (193.70) (748.98)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchases of Fixed Assets 0.20 -Sale of Fixed Assets 49.03 674.19Dividend received 0.17 0.15Net cash used in Investing activities 49.40 674.34

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term borrowings - 89.13Proceeds from Short Term borrowings - (180.00)Interest paid (0.11) (38.56)Net cash generated from Financing activities (3.98) (129.43)Net increase in Cash and Cash activities (148.28) (204.07)Cash & Cash Equivalents as on 01.04.2013(Opening Balance) 180.95 385.02Cash & Cash Equivalents As On 31.03.2014(Closing Balance) 32.67 180.95Note: Previous year’s figures have been regroupedwherever necessary 32.67 180.95


for V. SAHAI TRIPATHI & Co.Chartered Accountants K. JAYABHARATH REDDY ARJUN THAPARFirm’s Registration No. : 000262N Director Managing Director



24

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31st MARCH, 2015As At As At

31.03.2015 31.03.2014` in Lacs ` in Lacs

NOTE - 1 : SHARE CAPITALAUTHORISED :Equity Shares – 130,00,00,000 of ` 1/– each. 13,000.00 13,000.00Preference Shares – 200,00,000 of ` 10/– each 2,000.00 2,000.00

15,000.00 15,000.00ISSUED, SUBSCRIBED :Equity Shares – 78,82,33,563 of ` 1/- each fully paid up 7,882.34 7,882.34(Refer Note No. 1.1, 1.2, 1.3 and 1.4)Equity Shares - 23,500 of ` 1/- each not fully paid up 0.23 0.23

Less : Allotment money in arrears 0.17 0.17(Due from Directors/Officers – NIL)Per Balance Sheet 7,882.40 7,882.40

Note - 1.1a) Equity Shares : The company has only one class of equity shares having face value of Rs.1/- each. Each holder

of equity share is entitled to one vote per share.b) Share holders are entitled to dividend, if any, declared by the company. The dividend is payable in Indian

rupees. The dividend, if any, declared by the Board of Directors is subject to the approval of the shareholders inthe ensuing Annual General Meeting.

c) Re-payment of equity share capital shall be made at the time of winding-up of the company. The company canalso partly buy back equity as and when decided by the company in accordance with the provision of CompaniesAct, 2013.

Note - 1.2 : Reconciliation of Equity SharesAs at As at

31.03.2015 31.03.2014Nos. Amt Nos. Amt

(`̀̀̀̀ in Lacs) (` in Lacs)Shares outstanding at the begining of the year 788,257,063 7,882.57 788,257,063 7,882.57Issued during the year – – – –Redeemed/bought back – – – –Closing Balance 788,257,063 7,882.57 788,257,063 7,882.57Less : Allotment money in arrears 0.17 0.17

Per Balance Sheet 7,882.40 7,882.40

Note - 1.3 : Shareholders holding more than 5% of Equity Shares of the companyAs at As at

31.03.2015 31.03.2014Name of the Shareholder No. of Shares % of holding No. of Shares % of holding

held helda) Team Plus Securities Ltd. 441,000,000 55.95% 441,000,000 55.95%b) APJ Financial Services Pvt. Ltd. 200,000,000 25.37% 200,000,000 25.37%

Note - 1.4Equity shares held by holding company, ultimate holding company, subsidiaries of the holding company, Associates ofthe holding company, subsidiary of the ultimate holding company and/or Associates of the ultimate holding company

As at As at31.03.2015 31.03.2014

Out of equity shares issued by the company, No. of Shares Amount No. of Shares Amountshares held by its holding company held ` in Lacs held ` in Lacsa) Team Plus Securities Ltd. 441,000,000 4,410.00 441,000,000 4,410.00

2525


31.03.2015 31.03.2014` in Lacs ` in Lacs

NOTE - 2 : RESERVES & SURPLUSCapital Reserve (Land Subsidy)Opening Balance 81.02 81.02Closing Balance 81.02 81.02Capital Redemption ReserveOpening Balance 800.00 800.00Closing Balance 800.00 800.00Share Premium AccountOpening Balance 5,757.63 5,757.63Closing Balance 5,757.63 5,757.63Other Reserves- SurplusOpening Balance (62,556.75) (56,308.56)Net Carrying amount after retaining residualvalue of assets of NIL useful life charged toopening retained earnings. * (8.12) -Add : Profit/(Loss) for the year (7,263.97) (6,248.19)Closing Balance (69,828.84) (62,556.75)Per Balance Sheet (63,190.19) (55,918.10)*The transitional provision under the Schedule II of Companies Act, 2013 prescribes that where the remaining useful life of assetsis NIL, carrying amount of assents as on 1st April, 2014 after retaining residual value may be recognized in the opening balanceof retained earnings or may be charged to statement of profit & loss. The Company has opted to recognize remaining carryingvalue of Rs.8.12 lacs of such assets in retained earnings.

NOTE – 3 : LONG TERM BORROWINGSi) Term Loans - Secureda) Financial Institutions (Refer Note No. 3.1,3.2, 3.3 and 3.4) 5,365.40 9,098.64b) India Banks - TL/WCTL (Refer Note 3.1, 3.2, 3.3 and 3.4) 2,659.20 6,461.61

Less : Balance upfront payment in no lien a/c with OA yet to be distributed (27.99) (27.99) (Refer Note No. 3.5)

7,996.61 15,532.26c) Foreign Banks- TL (Refer Note No. 3.3 (b)(ii) 218.75 218.75

8,215.36 15,751.01ii) Deposits - Unsecureda) Inter Corporate Deposits (Refer Note No. 3.6) 49.95 49.95b) Interest Accrued and Due ICDs (Refer Note No. 3.7) 5.80 5.80

55.75 55.75iii) Loans and Advances from Related Parties - Unsecured

Team Plus Securities Ltd. 50.00 50.00iv) Other Loans and advances

- Secureda) Foreign banks (CC Limits) (Refer Note No. 3.1 and 3.3 (b)(ii)) 8,076.99 8,076.99

- Unsecureda) Non Convertible Debentures 90.00 90.00

- 90 debentures of Rs.1,00,000 each (Refer Note No. 3.8)b) Interest Accrued and Due on unsecured Debentures 161.06 161.06c) Others 4.29 4.28

8,332.34 8,332.33Per Balance Sheet 16,653.45 24,189.09

26

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31st MARCH, 2015

Note - 3.1 : Securities given to secured lendersa) Term loans (secured) from the Financial Institutions and Indian Banks are secured by an equitable mortgage on

all the immovable properties at Mohali & Vadodara and hypothecation of the movable assets of the company,present and future, save and except prior charges on specified movables in favour of the bankers for workingcapital requirements.

b) Working Capital term loans from Indian Banks and working capital facilities from foreign banks are secured byfirst charge by way of hypothecation of raw materials, goods-in-process, finished goods, stores and spares,book debts and receivables of the Company, present and future and second charge on the immovable propertiesat Mohali and Vadodara.

c) In terms of the BIFR sanctioned scheme, outstanding principal amount of the working capital facilities from banks(other than banks covered under OTS as per sanctioned scheme) as on 31st March, 2007 have been convertedinto working capital term loans. These will additionaly be covered by a pari-pasu charge on the fixed assetsalong with the term lenders, after completion of documentation in this regard.

d) Principal amount of working capital from banks covered under OTS have been shown under working capitalfacilities. As mentioned in the sanctioned scheme [Refer note no. 27(A) (c)] foreign banks are to be paid by wayof one time settelment (OTS)

As at As at31.03.2015 31.03.2014`̀̀̀̀ in Lacs ` in Lacs

Note 3.2 : Details of Secured Loan Non Current Current Non Current Currenta) Financial Institution

IFCI/ ARCIL 3,313.69 5,636.57 5,619.33 3,330.93SASF-IDBI 2,051.71 3,490.03 3,479.31 2,062.43

5,365.40 9,126.60 9,098.64 5,393.36

b) Indian BanksTerm LoanAllahabad bank /ARCIL 203.16 345.58 344.52 204.22Punjab & Sind Bank 116.84 198.71 198.12 117.43Vijaya Bank 153.30 271.71 252.59 172.41

Working Capital Term LoanPunjab & Sind Bank 273.33 978.27 673.49 578.11Allahabad bank /ARCIL 1,433.56 5,123.62 3,529.38 3,027.80Allahabad bank LC OD - 85.26 - 89.13Punjab National Bank - 784.28 233.14 551.14Punjab National Bank LC OD - 339.64 - 339.64State Bank of Patiala 16.65 683.78 296.35 404.08UCO Bank 8.27 29.63 20.39 17.51ARCIL assigned by State Bank of India(Refer Note no. 29B(a)) 58.60 213.32 145.86 126.06ARCIL assigned by SBICI (Refer Note no. 29B(a)) 121.35 424.25 294.89 250.71Bank of Baroda 242.86 477.50 417.36 303.00

Indian Overseas Bank 31.28 66.32 55.52 42.082,659.20 10,021.87 6,461.61 6,223.32

27


Note - 3.3 : Terms of repaymenta) Rate of Interest

As per BIFR sanctioned scheme interest rate of 6% p.a. is payable to Financial Institutions and Indian Banksreferred to in Note no. 3.2 above starting from 1.10.2008.

b) Repaymenti) Secured loans from Financial Institutions and Indian Banks are repayable in 33 quarterly instalments starting

from Dec., 2008 to Mar., 2017 [Refer Note no. 28A (b)]ii) Foreign Banks referred to in Note No. 3.1(1)(c) and 3(iv)(a) are to be setteled by way of OTS to be paid out of

the sale proceeds of land & building at Mohali, which is yet to materialize.

Note - 3.4 : Details of default in RepaymentsThe company has defaulted in payment of instalments for the period 01.04.2011 to 31.03.2015 as follows :

As at As at31.03.2015 31.03.2014

a) Financial Institutions `̀̀̀̀ in Lacs ` in LacsIFCI/ ARCIL 3,330.93 2,178.11SASF-IDBI 2,062.43 1,348.63

b) Indian BanksTerm LoanAllahabad bank/ ARCIL 204.22 133.54Punjab & Sind Bank 117.43 76.79Working Capital Term LoanPunjab & Sind Bank 578.11 378.03Allahabad bank/ ARCIL 3,027.80 1,979.89Punjab National Bank 551.14 360.39State Bank of Patiala 404.08 264.23UCO Bank 17.51 11.45ARCIL assigned by State Bank of India(Refer Note no. 29B(a)) 126.06 82.43ARCIL assigned by SBICI(Refer Note no. 29B(a)) 250.71 163.94

10,670.42 6977.43Note - 3.5An amount of Rs.750 lacs was paid to IFCI, Operating Agency, for distribution among Financial Institutions and IndianBanks as per BIFR orders and the same has been reduced from the amount of term loans and working capital termloans, a sum of Rs.27.99 lacs is still lying with the Operating Agency as undistributed amount.Note - 3.6 : Details of Unsecured DepositsICD from Janpath Holding 49.95 49.95

49.95 49.95No interest is payable on above deposits as per BIFR sanctioned scheme

Note - 3.7As per BIFR orders no interest is being provided on the ICD. Interest accrued and due on ICD represents balance ason 31.03.2007. These ICDs are payable alongwith interest accued & due after the scheme period.Note - 3.8Non Convertible Debentures subscribed by M/s Escort Mutual Fund on 18.11.1996 for a period of 17 months and 30days @ 21.5% p.a. which were redeemable on 23.11.99, will be now paid as per terms of the sanctioned scheme. Asper BIFR order, no interest is being provided on these NCDs. Interest accrued and due on NCDs represents balanceas on 31.03.2007. These NCDs are payable alongwith interest accrued & due after the scheme period.

28


31.03.2015 31.03.2014` in Lacs ` in Lacs

NOTE– 4 : OTHER LONG TERM LIABILITIESTrade Payables (Refer Note No.4.1) 17,545.67 17,543.90Others (Refer Note No.4.2) 1,302.61 1,315.75Per Balance Sheet 18,848.28 18,859.65

Note – 4.1 : Details of Trade Payables- Due to MSMED 15.39 15.39- Other creditors 17,530.28 17,528.51

17,545.67 17,543.90

The information required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006(MSMED), has been determined to the extent such parties have been identified on the basis of information availablewith the company. During the year ended 31st March, 2015, company has not received any confirmation or intimationfrom any party that it is covered under the Micro, Small & Medium Enterprises Development Act, 2006 (MSMED).Rs. 15.39 lacs (Previous Year 15.39 Lacs) is payable to M/s H. K. Industries. This party is registered under the said Actto whom the company owes an amount for more than 45 days as at the Balance Sheet date which are carrying since31st March, 2007. Dues of the creditors as at 31st March, 2007 are to be addressed as per terms of sanctioned schemeof BIFR. However, in respect of balances outstanding as at 31st March, 2007, no provision for interest has been madein view of the BIFR order passed under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), whereinit is stated that no interest on outstanding amounts due to creditors standing as on the cut off date i.e. 31st March, 2007,shall be payable. Besides, there are no transactions with these parties in the reporting year. In view of above, theinformation required under the Micro, Small & Medium Enterprises Development Act, 2006 (MSMED), has not beenfurnished.

Note - 4.2 : Details of Othersa) Security & Earnest Money 0.60 0.25b) Credit Balance of Creditors for expenses 987.63 989.72c) Liability for Expenses 314.38 325.79

1,302.61 1,315.76NOTE - 5 : LONG-TERM PROVISIONSFor leave encashment* 27.23 110.73For Gratuity* 210.03 761.53For OTS Wages 4,000.00 –Per Balance Sheet 4,237.26 872.26

* During the financial year 2013-14 provision for gratuity has been made on the basis of LIC valuation, since no classification hasbeen done by LIC between current and non-current. Hence total amount was been kept as non-current* Liability on account of gratuity has been reversed due to recording of provision for settlement with Mohali workers as full & finalsettlement which include gratuity & leave encashment component also

NOTE - 6 : SHORT TERM BORROWINGS

Per Balance Sheet – –

NOTE - 7 : TRADE PAYABLESAcceptances – –Other Trade Payablesi) Due to MSMED (Refer Note No. 7.1) – –ii) Other Trade Payables (Refer Note No. 7.2) 17,063.03 17,324.84Per Balance Sheet 17,063.03 17,324.84

29


31.03.2015 31.03.2014` in Lacs ` in Lacs

Note – 7.1 :The information required to be disclosed under the Micro, Small & Medium Enterprises Development Act, 2006(MSMED), has been determined to the extent such parties have been identified on the basis of information availablewith the company. During the year ended 31st March, 2015, company has not received any confirmation or intimationfrom any party that it is covered under the Micro Small & Medium Enterprises Development Act, 2006 (MSMED).

Note – 7.2 :An amount of Rs. 6,101.35 Lacs (Previous Year - Rs. 6,154.73 Lacs) receivable from Videocon Group is adjustableagainst trade payable to Videocon Group upon getting confirmation for same.

NOTE - 8 : OTHER CURRENT LIABILITIES

Current maturity of long term debt (Refer Note No. 8.1) 19,148.47 11,616.68- From Foreign Banks OTS as per BIFR order- CC limits from Foreign banks OTS per BIFR orderInterest accrued but not due secured loans (Refer Note No. 8.2) 11,269.68 9,678.77Other Payables Refer Note No. 8.3) 2,222.38 2,143.83Per Balance Sheet 32,640.53 23,439.28

Details of Current maturity of long term debt- From Indian Banks 10,021.87 6,223.32- From Financial Institutions 9,126.60 5,393.36

19,148.47 11,616.68

The current maturities includes defaults in payment of instalments of Rs. 10,670.42 (Pre. Year Rs. 6,977.43) asper details given in Note No. 3.4

Note - 8.2Interest accrued but not due is on Term Loans from Financial institutions & Indian Banks and Working Capital TermLoans from Indian Banks. It is still not due in view of BIFR order dated 12.11.2008.

Note - 8.3 Details of Other Payablesa) Security & Earnest Money - 0.80b) Credit Balance of Creditors for Expenses 963.33 957.56c) Advance against sale of Mohali assets 88.58 16.01d) Cedit Balance of Debtors 371.28 501.71e) Credit Balance of Staff 568.11 295.23f) Liability for Statutory dues 5.01 34.03g) Liability for Expenses 216.76 328.68h) Others 9.31 9.81

2,222.38 2,143.83NOTE - 9 : Short Term Provisions*Leave encashment 1.92 5.53

Per Balance Sheet 8.34 5.53

* Liability on account of leave encashment has been reversed due to recording of provision for settement with mohali workers asfull and final settlemnt which includes leave encashment component also.

30

` in LacsNOTE – 10 : FIXED ASSETS

Land

a) Leasehold land 140.54 - - - - 140.54 27.87 - - - 27.87 112.67 112.67

b) Freehold land 767.87 - - - - 767.87 - - - - - 767.87 767.87

Buildings 5,124.13 - - - - 5,124.13 2,863.57 98.59 - - 2,962.16 2,161.97 2,260.56

Plant & machinery

a)Plant & machinery 46,192.72 - - 76.60 - 46,116.12 25,182.38 1,184.33 23.22 - 26,343.49 19,772.63 21,010.34

b)Electrical installation 6,204.65 - 0.02 12.96 - 6,191.71 2,992.72 185.83 8.80 0.78 3,170.53 3,021.18 3,211.93

c)Storage & water system - - - - - - - - - - - - -

d)Factory equipment 25.30 - - 4.92 - 20.38 11.00 0.62 0.95 - 10.67 9.71 14.30

Furniture & fittings 138.21 - - 16.38 - 121.83 122.31 4.14 15.97 0.84 111.32 10.51 15.90

Vehicle & cycles 107.11 - 0.56 38.44 - 69.23 52.41 7.44 22.53 - 37.32 31.91 54.70

Office equipment 113.09 - 0.07 5.90 - 107.26 92.95 6.34 5.57 6.50 100.22 7.04 20.14

Total Tangible assets 58,813.62 - 0.65 155.20 - 58,659.07 31,345.21 1,487.29 77.04 8.12 32,763.58 25,895.49 27,468.41

ii) Intangbile Assets

Computer softwares/ others 348.26 - - - - 348.26 202.37 19.01 - - 221.38 126.88 145.89

Current year total 59,161.88 - 0.65 155.20 - 59,007.33 31,547.58 1,506.30 77.04 8.12 32,984.96 26,022.37 27,614.30

Previous year total 73,846.59 - 254.29 14,939.00 - 59,161.88 43,027.92 1,676.94 13,157.28 - 31,547.58 27,614.30

Capital work in progress - 0.86

less: Transferred to Non current assets* - -

- 0.86

Per Balance Sheet 26,022.37 27,615.16

AssetsAs at

1/4/2014Adjust-ments

Additions Trans-ferred toRetainedearning

For theyear

Writtenback

As at31/03/2015

As at31/03/2014

ORIGINAL COST DEPRICIATION/AMORITISATION/IMPAREMENTS WRITTEN DOWN VALUE

Disposal As At31/03/2015

As At01/04/2014

As at31/03/2015

Transferredto other

NonCurrentassets*

31


NOTE - 11 : NON CURRENT INVESTMENTSOther Investments(Refer Note No.11.1)a) Investment in Equity Instruments- UnquotedShivalik Video Communications LimitedValued at cost less provision for other than temporary diminution3,000 Equity Shares of Rs.100/- each fully paid up 3.00 3.00

Less : Provision for diminution in value of Investments (3.00) (3.00)– –

Swaraj Automotives LimitedValued at costEquity Shares - 4894 of Rs.10/- each fully paid up 0.05 0.05(Cost Rs. 1/- each)

India International Airways Limited (Refer Note No.11.2)Valued at cost less provision for other than temporary diminution34,81,120 equity shares of Rs.10/- each fully paid up 348.11 348.11

Less : Provision for diminution in value of Investment (348.11) (330.71)

- 17.40

b) Investments in Mutual Funds

- QuotedEscorts Income BondsValued at cost5,00,000 Mutual Fund Units of Rs.10/- each fully paid up 48.50 48.50Per Balance Sheet 48.55 65.95

Note - 11.1Aggregate amount of quoted investments at NAVRs.180.90 lacs (Previous year Rs.167.76 lacs) 48.50 48.50Aggregate amount of unquoted investments 351.16 351.16Aggregate amount of provision for diminution (351.11) (333.71)

TOTAL 48.55 65.95Note - 11.2 :Details of Investments with related parties [Refer Note No. 35(a)]India International Airways Ltd.34,81,120 equity shares of Rs.10/- each fully paid up 348.11 348.11Less : Provision for diminution in value of Investments (348.11) (330.71)

- 17.40NOTE - 12 : LONG TERM LOANS & ADVANCESUnsecured - considered good (Refer Note No. 12.1)a) Security Deposits 26.08 40.86b) Others (Refer Note No. 12.2) 798.16 808.11Per Balance Sheet 824.24 848.97

As At As At31.03.2015 31.03.2014

` in Lacs ` in Lacs

32

Note - 12.1Loans & Advance due by directors or other officers of the company or any of them Nil Nileither severally or jointly with any other persons or amounts due by firm or privatecompanies respectively in which any director is a partner or director or a memberNote - 12.2 : Details of Other loan and advancesVAT recoverable/TDS Recoverable 152.32 232.92Loans and advance to employees 52.68 62.12ARCIL Bid Amount No-Lien Account with OA * 0.00 513.07* As per BIFR order P&M, other Misc Assets and some workers Flats at Mohali plant were auctioned.This amount was collected by ARCIL on this account and lying with OA (IFCI) (Refer Note No. 30(a))

IFCI Bid Amount No-Lien Account with OA* 593.16 -* As per BIFR order P&M, other Misc Assets and some workers Flats at Mohali plant were auctioned.This amount was collected by

ARCIL on this account and lying with OA (IFCI) (Refer Note No. 30(a)) 798.16 808.11NOTE - 13 : INVENTORIES (Refer Note No. 13.1)Raw materials * 58.53 138.53Material in transit * 104.10 210.44Store & spare parts * 196.99 447.61Per Balance Sheet 359.62 796.58*Inventories have been stated after netting-off provision of Rs. 314.67 lac for impairment in value.Note - 13.1 : Inventory Valuation Method(a) Raw materials, stores and spares have been valued at cost by using weighted average basis. Provision of

impairment of Rs. 314.67 lacs in the value of raw material has been reduced from the cost of such raw material.(b) Stock in transit have been valued at cost.(c) As per past practice, no value is placed on stock of scrap since its estimated net realizable/usable value is not

accurately ascertainable.NOTE - 14 : TRADE RECEIVABLESa) Over Six months from the date they are due for payments*Unsecured - Considered good 6,252.50 6,250.57Considered doubtful 4.30 44.62

6,256.80 6,295.19Less: Provision for doubtful debts 4.30 44.62

6,252.50 6,250.57b) Other Debts

Unsecured - Considered good 0.08 -Per Balance Sheet 6,252.58 6,250.57*The above includes Rs. 6101.35 lacs (Previous year Rs. 6154.73 lacs) receivable from Videocon group. The same is adjustableagainst Trade payable to Videocon group upon getting confirmation for same.

NOTE - 15 CASH AND BANK BALANCESa) Cash and cash equivalents

Cash in hand 0.97 8.37Current accounts (Refer Note No 15.1) 15.31 32.41Deposits with less than 3 month maturity as on balance sheet date - 100.00

b) Other bank balances (Refer Note No15.2) 15.79 40.14Cheques in hand & remittance in transit 0.60 0.03



31.03.2015 31.03.2014` in Lacs ` in Lacs

33

Note - 15.1: Details of Current/ CC AccountsAllahabad Bank 0.25 3.16Punjab National Bank 0.42 1.70Others 14.64 27.55

15.31 32.41Note - 15.2 : Details of other bank balances*Allahabad Bank 13.53 13.53Corporation Bank 1.00 1.00Punjab National Bank 1.26 1.17Other Banks - 24.44Margins given to banks for L/c’s and Bank gurantees 15.79 40.14*Represents the margin of Rs 13.53 lacs. The company has written to the Bank to adjust the same against their dues. Thecompany has also raised this issue before BIFR where the bank has raised its claims. Since it is an old margin, the bank is not ableto trace its records and offset the same against its dues.

NOTE - 16 SHORT TERM LOANS & ADVANCESa) Loans and advances to Related parties (Refer Note No.16.1)

i) Unsecured - Considered doubtful 107.41 117.41Less: Provision for doubtful advances 107.41 -

- 117.41b) Others

Unsecuredi) Considered Good (Refer Note No.16.2) 602.04 778.44ii) Considered doubtful 21.71 13.78

623.75 792.22Less: Provision for doubtful advances 21.71 13.78

602.04 778.44Per Balance Sheet 602.04 895.86Note - 16.1 : Details of loans and advances to Related Partiesi) India International Airways Limited 47.24 57.25ii) JCT Limited 60.17 60.17

107.41 117.42Less: Provision for doubtful advances 107.41 0.00

- 117.42Note - 16.2 : Details of other loans and advancesPrepaid expenses 2.51 18.16Balances with Govt authoritiesi) Excise authorities 8.85 6.62ii) Service Tax - 7.78iii) Others 590.68 745.88

602.04 778.44NOTE - 17 : OTHER CURRENT ASSETSInterest Receivable/Recoverable 0.90 0.78Stamp/ Hundi papers in Hand 0.13 0.13



31.03.2015 31.03.2014` in Lacs ` in Lacs

34

NOTE -18 : REVENUE FROM OPERATIONSSale of products (Refer Note No. 18.1) 0.00 4,345.42Other operating revenues (Refer Note no 18.2) 257.72 832.94

257.72 5,178.36Less: Excise Duty 8.67 482.89Per Profit & Loss Statement 249.05 4,695.47Note No.18.1 : Detail of sale of Productsa) Sale of Colour Picture Tubes - 4,329.97b) Sale of Deflection Yokes 5.39c) Sale of Electron Guns - 10.06

- 4,345.42Note -18.2 : Detail of Other Operating Revenuea) Sale of Scraps 249.55 533.90b) Trading Sales 8.17 299.04c) Export benefit - -

257.72 832.94NOTE -19 : OTHER INCOMEInterest 21.15 134.44Dividend 0.17 0.15Liability no longer required written back 298.07 765.51Net gain/(loss) on foreign currency translation and transaction - 44.14Other income 3.33 0.68Per Profit & Loss Statement 322.72 944.92

NOTE - 20 : COST OF MATERIALS CONSUMED*Raw materials consumed incl. packing material (Refer Note No.20.1) 14.54 2,554.21Per Profit & Loss Statement 14.54 2,554.21* Current Year Figure denotes sale of raw material

Note - 20.1 : Details of Material consumeda) Glass components - 1,162.92b) Electronics components 14.29 911.94c) Chemicals 0.25 327.71d) Packing material 101.27e) Other materials - 50.37

14.54 2,554.21NOTE - 21 : (INCREASE)/ DECREASE IN INVENTORIESOpening Inventories- Finished goods - 511.19

Less: Increase/ Decrease in FG related to Assets- Goods-in-process 739.36

- 1,250.55Closing Inventories- Finished goods - -- Goods-in-process - -

- -Difference in closing and opening inventories- Finished goods - 511.19- Goods-in-process - 739.36Per Profit & Loss Statement 0.00 1,250.55


31.03.2015 31.03.2014` in Lacs ` in Lacs

35

NOTE - 22 : EMPLOYEES BENEFITS EXPENSEa) Salaries and wages (Refer Note No 22.1) 360.09 932.11b) Contribution to provident & other funds (Refer Note No. 22.2) (492.19) 222.03c) Staff welfare expenses 7.25 80.72Per Profit & Loss Statement (124.85) 1,234.86

Note - 22.1 : Details of salaries and wagesSalaries & wages etc. 427.10 947.46Bonus Paid 16.50 24.74Leave encashment (83.51) (40.09)

360.09 932.11Note - 22.2 : Details of Contribution to provident & other funds-Provident Fund 10.01 23.44-Gratuity Fund* (522.03) 168.07-Superannuation Fund 0.00 (1.52)-Pension Fund 19.83 32.04

(492.19) 222.03

* Liability on account of gratuity has been reversed due to recording of provision for settelment with mohali workersas full and final settlemnt which includes gratuity component also.

NOTE - 23 : FINANCE COSTInterest expense (Refer Note No 23.1) 1,591.02 1,627.37Other borrowing costs (Refer Note No. 23.2) 0.98 11.31Per Profit & Loss Statement 1,592.00 1,638.68

Note - 23.1 : Details of Interest expense-On fixed loans 1,590.91 1,606.37-On other loans 0.11 21.00

1,591.02 1,627.37

Note - 23.2 : Details of Other borrowing costs- Guarantee commission - -- Bank and Financing charges 0.98 11.31

0.98 11.31

NOTE - 24 a : OTHER EXPENSESConsumption of stores, spares & parts* 9.37 123.17Power and fuel 12.89 486.22Rent 28.25 79.84Repairs & maintenance-Building 0.59 6.38-Plant & machinery 0.00 3.60-Others 1.45 31.04Excise duty on FG stock/ Others 0.00 15.02Insurance 14.83 40.23Rates & taxes 50.73 98.09Auditors’ remuneration-Statutory Audit fees 2.00 2.00-Tax audit fees 1.00 1.25-Cost Audit fees - 0.75


31.03.2015 31.03.2014` in Lacs ` in Lacs

36

-Out of pocket expenses 1.78 1.32Provision for diminution in value of investments 17.41 -Provision for Impairment in value of inventory 314.67 1,219.96Prior Period expenses 24.72 12.34Directors’ fees 1.82 2.60Travelling expenses 5.05 39.50Printing & stationery 0.28 2.56Postage,telegram & telephone 2.40 8.72Professional fees 17.33 33.83Provision for doubtful advances 118.17 2.82Provision for doubtful Margins given - -Loss on Foreign Currency Fluctuation (Refer Note No.24.a.1) 21.86 -Data processing expenses 9.01 12.49Loss on Sale of Assets 29.15 -Advertisement & publicity 0.26 25.33Freight - outward 0.06 (26.95)Export sales expenses - 1.42Provision/ write off for doubtful debts 2.98 1.32Sundry balance w/off 120.41 7.62Service Charges 20.72 114.19Secretarial expenses 6.43 7.14Electricity & water charges 6.12 14.24Miscellaneous expenses 5.99 14.52Per Profit & Loss Statement 847.73 2,382.56* Current Year Figure denotes sale of stores, spare & parts

Note - 24.a.1 :Exchange differences arising on foreign currency transactions relating to revenue items have been recognised asincome or expense in the period in which they arise. During the current year, there was a loss of Rs. 21.86 lacs(Previous year profit of Rs. 44.14 lacs) which has been shown as part of other expense.

NOTE - 24 b : EXCEPTIONAL ITEMS*OTS Wage (BIFR) 4,000.00 -(Provision against settlement with Mohali Unions on orders of BIFR)Per Profit & Loss Statement 4,000.00 -

*Note:In terms of the sanctioned scheme the land and building of the Mohali Unit was to be sold and the proceedsused to settle the dues of the banks/ FIs and the workers of the said unit. Pursuant to the above the BIFR haddirected the company and the workers unions to sit and amicably settle the dues payable to the workers. Accordinglythe company after negotiations entered into a memorandum of settlement with the unions crystallising the dues atRs 40 crores. Copy of the Memorandum of settlement was filed with the labour commissioner and BIFR and formspart of the MDRS. The company did not provide for this amount in its books earlier as it was intended to book thesame when the payment is made after the sale of assets. However on receipt of directions from SEBI pursuant tothe qualification raised by the Auditors in this regard, provision has now been made in the accounts.


31.03.2015 31.03.2014` in Lacs ` in Lacs

37

25. BASIS OF PREPARATION OF FINANCIAL STATEMENTS(i) The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in

India under the historical cost convention on accrual basis and are in accordance with the applicable accounting standardsas prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules,2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). These Accounting policies have been consistently applied, except where a newly issued Accounting Standard isinitially adopted by the company.

(ii) As required & mandated by relevant guidelines prescribed under Companies Act, 2013, Company has prepared its financialsas per Schedule III. All assets and liabilities have been classified as current or non-current as per the Company’s normaloperating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products andthe time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Companyhas considered a period of twelve months for the purposes of classification of assets and liabilities as current and non-current.

(iii) VALUATION OF INVENTORIES:(a) Finished goods are valued at lower of cost or net realizable value. In the case of finished goods, cost is determined by

taking material, labour and related factory overheads including depreciation and fixed production overheads arrived atby the cost sheet of the last month of the financial year. Relevant proportionate amount of excise duty is also added.Fixed overheads are allocated for inclusion in the cost of conversion on the basis of normal levels of productioncapacity or actual production whichever is higher.

(b) Raw materials, stores and spares have been valued at cost by using weighted average basis. Cost includes purchaseprice, freight and other incidental expenses incurred to bring the material at the present location.

(c) Goods in process are valued at raw material cost incurred up to the stage of production plus conversion costapportioned on the basis of raw material cost of goods in process.

(d) Loose tools and stock in transit have been valued at cost. Cost includes purchase price, freight and other incidentalexpenses incurred to bring the material at the present location.

(e) As per past practice, no value is placed on stock of scrap as the cost of such scrap material is nil. The estimated netrealizable/usable value is not accurately ascertainable.

(iv) DEPRECIATION(a) Depreciation on fixed assets is provided on the straight-line method in accordance with Schedule II to the Companies

Act, 2013. However, as per rehabilitation scheme approved by Board for Industrial and Financial Reconstruction (BIFR),in respect of plant & machinery (including electrical installation, factory equipment, storage & water system) the estimateduseful life of assets has, with retrospective effect, been considered as 30 years. The aforesaid Plant & Machinery doesnot include electrical fan, cooler, refrigerator, A.C. and other electrical appliances given to the employee’s on whichdepreciation rates has been charged as per the useful lives as prescribed under Part C of Schedule II of the CompaniesAct 2013. The rate of depreciation on plant & machinery determined on the basis of life of 30 years are lower than ratesprescribed in Schedule II which are based on 15 Years. The rate of depreciation as per Straight Line Method is being usedis 3.333% as against rate of 6.67% mentioned in Schedule II of Companies Act, 2013. Hence the useful lives for theseassets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

(b) In the case of purchase/sale of asset, depreciation is computed on pro rata basis from the date of such addition or asthe case may be, up to the date on which such asset has been sold, discarded, demolished or destroyed.

(c) Intangible assets are amortized over their respective individual estimated useful lives on a straight-line basis within aparameters of “Accounting Standard 26” as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule7 of the Companies (Accounts) Rules, 2014, commencing from the date the asset is available to the Company for its use.

Depreciation and amortization methods, useful lives and residual values are reviewed periodically, including at eachfinancial year end.

(v) FOREIGN CURRENCY TRANSACTIONForeign exchange transactions are recorded at the rate of exchange prevailing on the date of transaction. Accordingly,exchange differences arising on foreign exchange transactions settled during the period are recognized in the statement ofprofit and loss of the period.Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at theexchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the Statement of profit& loss.

(vi) ACCOUNTING FOR FIXED ASSETSFixed assets are stated at their original cost including incidental expenses related to acquisition and installation lessaccumulated depreciation. The costs of assets under installation or under construction as at the balance sheet date areshown as capital work in process. There has been no revaluation of fixed assets carried out during the year.

(vii) REVENUE RECOGNITION(a) Sales are recognized when significant risks and rewards of goods are transferred to the customers and is stated net

of returns, trade and volume discounts, rebates and sales tax but includes excise duties.(b) Dividend Income is recognized when the right to receive is established.(c) Interest revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate

applicable.

38

(viii) EMPLOYEE BENEFITS(a) Short Term Employee BenefitsAll employee benefits falling due within twelve months of rendering the service are classified as short term employeebenefits. The benefits like salaries, wages, short term compensated absences etc. and the expected cost of bonus, ex-gratia are recognized in the period in which the employee renders the related service.(b) Post-Employment Benefits(i) Defined Contribution PlansDefined Contribution Plans are provident fund scheme, officers’ superannuation scheme, employee’s state insurance andgovernment pension fund scheme for eligible employees. The company’s contribution to the Defined Contribution Plans isrecognized in the Statement of profit & loss in the financial year to which they relate.(ii) Defined Benefit PlansThe employee’s gratuity fund scheme managed by LIC is the Company’s defined benefit plans. Wherever applicable, thepresent value of the obligation under such defined benefit plans are determined based on actuarial valuation using theProjected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefitentitlement and measures each unit separately to build up the final obligation.The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determiningthe present value of the obligation under defined benefit plan, are based on the market yields on Government securities asat the balance sheet date, having maturity periods approximating to the terms of related obligations.Actuarial gains and losses are recognized immediately in the Statement of Profit & Loss.In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plansto recognize the obligation or assets on the net basis.Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment orsettlement occurs. Past service cost is recognized as an expense on a straight-line basis over the average period until thebenefits become vested.(c) Other Long-term Employee BenefitsThe obligations for long term employee benefits such as long term compensated leave or encashment of leave accrued upto the specified period only at the time of retirement are recognized in the similar manner as in the case of defined benefitplans as mentioned in (b) (ii) above. The provision for leave encashment is accrued and provided for, based on the actuarialvaluation made by an independent Actuary as on the Balance Sheet date.

(ix) ACCOUNTING FOR INVESTMENTInvestments are classified into current and long term investments. Investments that are readily realizable and intended to beheld for not more than a year are classified as current investments. All other investments are classified as long terminvestments. Current investments are stated at the lower of cost and fair value determined on an individual basis. A provisionfor decline in value of Long Term Investments is made only when the extent of loss is determinable and diminution in value,in the opinion of the Management, is permanent.

(x) INTANGIBLE ASSETSIntangible Assets & related expenditure are recognized as per criteria specified in Accounting Standard-26 on “IntangibleAssets” as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts)Rules, 2014 and accounted for as under :(a) Intangible Assets are recognized when it is probable that the future economic benefits that are attributable to the asset

will flow to the enterprise and the cost of the asset can be measured reliably.(b) The cost of internally generated products is the sum of the expenditure incurred from the time when the product first

met the recognition criteria for an intangible asset in development stage. The expenditure incurred during researchphase is directly charged to Statement of Profit & Loss. The cost of product development comprises its raw materialcost, salary & wages, Stores & spares, including any import duties and other taxes (other than those subsequentlyrecoverable by the enterprise from the taxing authorities) and any directly attributable expenditure on making theproduct ready for its use.

(c) Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost lessaccumulated amortization and impairment.

(xi) EXCISE DUTYExcise duty is accounted for on the basis of removal of goods as well as provision made for goods lying as closing stock.

(xii) DEFERRED TAXATIONDeferred tax is the effect of timing differences, being the difference between taxable incomes and accounting income thatoriginates in one period and is capable of reversal in one or more subsequent periods. On prudent grounds, deferred taxliabilities, when they arise, are provided without any exceptions but deferred tax assets are calculated on the accumulatedtiming differences as at the end of the year and are based on tax rates and laws in force on the balance sheet date and arerecognized and carried forward only to the extent that there is a virtual certainty of realization against future taxable income.

(xiii) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETSProvisions involving substantial degree of estimation in measurement are recognized when there is a present obligation asa result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognizedbut are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

39

Sr. No. Parameter Particulars31-March-2007

Waiver of past interest /CI/LD/penal interest, etc.The entire plant at Mohali unit will be shifted to Vadodara as new line-III for themanufacture of 21" True Flat Tubes. The land & building at the Mohali unit will be soldat an expected price of Rs. 11,900 lakhs. Workers at the Mohali plant will be givenemployment at the Vadodara plant and in the event of any worker not opting forshifting, he/she would be paid their legal dues as per the settlement.Sale of Land & Building at Mohali Unit and utilization of the proceeds (expected atabout Rs.11,900 lakhs) towards payment of workers’ dues (about Rs. 1,000 lakhs),payment of foreign banks towards settlement of their liabilities (Rs. 3,000 lakhs)and payment of balance amount of Rs.7,900 lakhs to lenders in the ratio of outstandingdues for FIs & core irregularities for the banks. In case the realization from sale ofLand & Building at Mohali unit falls below Rs. 11,900 lakhs, then the promoters willmeet the shortfall. In case proceeds are more than Rs. 11,900 lakhs, the appropriationshall be as underi) Upto Rs.3,000 lakhs – Increase to be paid to secured lenders after payingcrystallized workers dues.ii) Beyond Rs.3,000 lakhs - To be utilized by the company for adding capacities withprior approval of BIFR.Interest @ 6% p.a. for term loans/working capital term loans w.e.f 1.10.2008 &there will be no running cash credit working capital facility with banks.

1.2.3.

4.

5.

Cut off dateWaivers (upto cut off date)Shifting of Plant & Machineryof Mohali plant to Vadodara

Utilisation of sale proceeds ofLand & Building at Mohali Unit

Future Interest Rate

A. REHABILITATION SCHEME(A) CONTOURS

Sr. No. Particulars As at 31.03.2015 As at 31.03.2014

Claims against the company not acknowledged as debt s includes the payment demanded by Income Tax, Central Excise,Labour Law, PF and ESI Authorities, Punjab State Electricity Board, amounts to workers where appeals are pendingbefore the respective authorities or courts for disposal.

27. The Board for Industrial and Financial Reconstruction (BIFR) declared the company as a sick company vide its order dated12th December, 2005 under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). BIFR passed an orderunder section 17(3) of SICA & sanctioned a rehabilitation scheme vide its order dated 12th March, 2007 with the cut off datefixed as 31st March, 2007, which was further amended vide order dated 25th May, 2007. The scheme came into effect fromthe date of issue of the sanctioned scheme and its provisions are binding on all concerned. Relevant extracts from thesanctioned scheme are given below:-

26.1 Contigent Liabilitiesa) Claims against the company not acknowledged as debts 2,573.30 5,905.90

26.2 Capital CommitmentsEstimated amount of contracts remaining to be executed – -on capital account and not provided for

26. CONTINGENT LIABILITIES & COMMITMENTS

(xiv) LEASESAssets taken on lease under which the lessor effectively retains all significant risks & rewards of ownership have beenclassified as operating lease. Lease payments made under an operating lease are recognized as expense in the Statementof profit & loss on straight line basis over the primary term of the lease as mentioned in the lease agreement.

(xv) BORROWING COSTSBorrowing costs that are specifically attributable to the acquisition, construction or production of a qualifying asset arecapitalized as part of cost of such asset till the asset is ready for its intended use. A qualifying asset is an asset thatnecessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs arerecognized as an expense in the period in which they are incurred.

(xvi) EARNINGS PER SHAREIn determining earnings per share, the Company considers the net profit after tax and includes the post-tax effect of anyextraordinary/ exceptional item. The number of shares used in computing basic earnings per share comprises of the weightedaverage number of shares outstanding during the period. The number of shares used in computing diluted earnings per sharecomprises of the weighted average shares considered for deriving basic earnings per share, and also the weighted averagenumber of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

(xvii) CASH FLOW STATEMENTSCash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactionsof a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows fromprinciple revenue generating, investing and financing activities of the Company are segregated.

` in Lacs

40

Sr. No. Parameter ParticularsConversion of 15% of principal outstanding of Term Loans/WCTL (Rs.5,400 lakhs)into equity shares of the company after reduction of existing equity by 90%.Equity : Rs. 2,500 lakh (Rs. 750 lakhs towards upfront payment +Rs. 1,750 lakhs towards capital expenditure for setting up facilities of 14" CPT andcaptive power generation),In addition, the company will also convert share application money into equity atpar after write down of existing equity.Non Fund Based Limit – Need based 2007-08 : Rs.5,054 lakhs

1. Pledge of entire share holding of promoters post restructuring (after equity w/off, conversion & fresh induction).

2. Personal Guarantee of Sh. Arjun Thapar on the entire Loans of FIs & Banks.3. Ceding of pari-passu charge to working capital banks for their WCTL exposure.4. Opening of Trust & Retention Account with lead bank.To write down existing paid up equity share capital (Rs. 3,450 lakhs) by 90%.JCTEL/promoters to settle the workers past liability at Rs. 1,000 lakhs (as estimated)to be paid out of sale proceeds of Mohali Unit, as per appropriation proposed inItem No.4.

Conversion of Principal Termloans / WCTL into EquityPromoters’ contribution

Sanction of need basedadditional (L/C / LG limits)Security

Capital ReductionWorkers’ dues

6.

7.

8.

9.

10.11.

b) REPAYMENT SCHEDULE

c) ONE TIME SETTLEMENT PROPOSAL FOR FOREIGN BANKS

Sr. No. Parameter Particulars

1. Repayment of balanceprincipal-Term Loans &working capital term loans

In 33 quarterly instalments commencing from Dec, 2008 to Mar, 2017.

B. COST OF THE SCHEME & MEANS OF FINANCE (Rs. in Lakhs)Cost of the Scheme:Capital expenditure 1,750Settlement of Foreign Banks’ dues 3,000Payment of Workers’ dues 1,000Upfront payment 750Down payment from sale proceeds of Mohali Plant 7,900

Total 14,400Means of Financing:Promoters’ contribution by way of equity 2,500Sale of Mohali Plant (Estimated) 11,900

Total 14,400

No separate provision for contingencies is made as it would be met by the promoters upon crystallizing.C. SALE OF MOHALI ASSETS

The scheme envisages sale of land and building and other infrastructure of the Mohali unit (Punjab) and shifting of theplant and machinery to Vadodara and utilizing the sale proceeds for meeting the liabilities of the secured lenders andworkers.

D. RELIEFS & CONCESSIONS:

FIs & Banks- To waive past interest/compound interest/LD/penal damages etc. from the date of the first default to respective

institutions and banks and to agree to collect the principal outstanding as on the cut-off-date in instalments as shown inthe cash flow statement, starting from December 2008. The default date for this purpose of waiver for all institutions andbanks from which relief is sought is listed in annexure III to the scheme.

- To agree to levy 6% per annum interest from 1.10.2008 until the dues are paid and to convert the debentures into TermLoan.

- Conversion of Working Capital limits into WCTL by Bankers.

Sr. No. Parameter Particulars

1. OTS PROPOSAL One time settlement of dues with foreign banks towards settlement of their entireliabilities for Rs. 3,000 lakhs (36.36% of principal) payable out of the Mohali saleproceeds.

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- Conversion of part principal into equity, as per SEBI guidelines/pricing formula.- Reschedule payment of principal so that it is repaid in 33 quarterly instalments starting from December, 2008.- Banks to provide need based LC/LG facilities from time to time assessed at Rs.5,054 Lakh for the year 2007-08.- Ceding of pari-passu charge in favour of Working Capital Bankers to secure their WCTL, exposure.Promoters/Shareholders/JCTEL- Write down of existing equity by 90%, immediately after sanction of the Scheme.- Promoters to convert Share Application Money into equity capital as per SEBI formula.- Personal Guarantee of Shri Arjun Thapar, MD to the exposure of FIs & Banks.- Promoters to bring in Rs. 25 crores as promoters’ contribution in the shape of equity.- Pledge of entire Promoter’s Shareholding (post rehabilitation) with FIs and Banks.- Sale of Mohali land and building and utilization of proceeds thereof for reduction of debt of institutions/banks and settling

workers’ liability.- To continue to induct nominees of lead bank and lead FIs on the board of company.Workers (Mohali Plant)- The workers shall extend full cooperation for sale of land and buildings to the company at Mohali and for shifting the plant

and machinery to Vadodara.- To agree to shift to Vadodara on the terms and conditions as applicable to the employees at Vadodara in the event of their

giving consent to shift to Vadodara works.- Those not willing to get shifted, to collect their payments etc. in arrears in accordance with the law.- To withdraw the legal cases pending with various courts filed by them upon receiving the terminal dues.Government of Punjab- To consider to grant permission for closure of Black & White Picture Tube plant and Watch unit as these are non-

operational since 1991; and- To consider waiver of minimum demand charges, interest etc. from PSEB during lock out and non-operational periods

and refund of security deposit.- Government to consider permitting sale and conversion of end use of land of industrial plots at A-32, Indl. Phase-VIII,

Mohali and A-27, Phase-VII, Mohali.- The Sales Tax Deptt. of Punjab has not raised any demand whatsoever. With the sale of land and building of the Mohali

unit & shifting of Plant, the Sales tax liability, if any, shall be deemed to have been extinguished. As no liability has arisenthe assessments pending, if any, shall be deemed to have been completed.

Government of Gujarat- Extension of Sales Tax (CST & VAT) concession/exemption expiring in May, 2006 for a further period of 10 years;- Exemption of Octroi duty for a period of 10 years;- Exemption from payment of Electricity Duty for a period of 10 years;Central Government- Withdrawal of demand notices for PF contribution on wages/salaries during the lock out period.- Waiver of interest, liquidated damages and penal interest on delayed payments of Provident Fund.- Exemption from SEBI guidelines for reduction/de-rating of equity; allotment of equity shares to promoters and associates

on a preferential basis as envisaged in the Scheme.- Income Tax Department to consider exempting the company from the provisions of section 115JB & Fringe Benefit Tax

and capital gains tax on sale of Mohali assets under the Income Tax Act during the period of rehabilitation.- -The Ministry of Commerce, (Director General Foreign Trade) to extend the Export Obligation (EO) period under EPCG

scheme for a further period of 5 years from the cut off date (31.3.2007).E. OTHER STIPULATIONS

If the company commits default towards repayment of principal instalments as per the sanctioned scheme or anycombination, FIs / Banks reserves the right to charge interest on the defaulted amount at top of the band together withliquidated damages of 2% p.a. thereon till the date of clearance of default or FIs / Banks shall have the right to convertits entire overdue into fully paid up equity shares of JCTEL during the currency of the loans as per SEBI guidelines, orotherwise but with the permission of Hon’ble BIFR, FIs / Banks also reserves the right to revoke the package ofrehabilitation with the prior approval of BIFR and in such event of revocation, the decision of FIs / Banks shall be finaland binding on the borrower and/or guarantors. In case of FIs / Banks exercise the right of revocation, the financialrehabilitation sanctioned or granted to JCTEL shall be treated as withdrawn and the terms and the conditions of theoriginal loan agreements or documents shall come into force as if no such financial rehabilitation were ever granted toJCTEL. Further, FIs / Banks shall have the right to adjust payment received under the present package of financialrehabilitation against outstanding dues in terms of the original loan agreements/documents.

28A The impact of the scheme approved by the Hon’ble BIFR, on the accounts of the company for the year under review forwhich appropriate effect was required to be given are as follows :-(a) As per the scheme, interest is to be provided @ 6% p.a. on loans from banks and FIs w.e.f. October 1, 2008. The

company has started accruing interest @ 6% per annum on Term Loans & Working Capital Term Loans outstandingfrom 1st October, 2008.

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(b) However, the Hon’ble BIFR vide order dated 12th November, 2008, has stipulated that FI(s)/banks would neither raiseany claim for payment of interest w.e.f. 1st October, 2008 in respect of installments, as envisaged in the sanctionedscheme to be read along-with the cash flow statement, nor would they take coercive action in this regard, until issuanceof further direction(s) by the Board. The due installment’s of the balance principal outstanding has been released toBanks/Financial Institutions who have communicated their sanctions. Since Bank of Baroda and Indian Overseas Bankhave opted for OTS, they have not been paid installments towards balance principal outstanding.Starting from the quarter January to March 2009, the company started paying the balance principal outstanding of Termloans & Working Capital Term Loan after adjusting the amount converted to equity shares and upfront payment alreadymade, on a deferral basis (over a period of 33 quarterly installments), except payment to Vijaya Bank as the said bankhad not sent confirmation to the rehabilitation scheme approved by the Hon’ble BIFR on 12th March, 2007 till the end of31st March, 2015. However, the Company has defaulted in payment of principal amount of Loans of Rs 10,670.42(Previous year - Rs 6,977.43 Lacs) to Banks / Financial Institutions for sixteen quarters starting from 1st April, 2011 to31st March, 2015. The Company was unable to meet its obligations towards repayment of quarterly installments duein respect of term/working capital term loans as per BIFR sanctioned scheme, due to non availability of working capitallimits as envisaged in the sanctioned scheme and sluggish market conditions during the year.In the event the company defaults in its obligations towards repayment of quarterly installments, the banks/ FIs reservethe rights given in the sanctioned scheme as mentioned in Para E of Note 27.However the Company approached the IFCI (i.e. The Operating Agency hereinafter referred as OA) and the lenderswhose interest were affected pursuant to which a meeting of secured lenders was held in the month of April, 2012 whereconsent for the proposed Modified Debt Restructuring Scheme (MDRS) which envisaged sale of certain additionalsurplus assets was obtained . The OA, thereafter submitted the MDRS to the Hon’ble BIFR in the month of October,2012 which envisages besides sale of surplus assets such as Plant & Machinery along-with Other MiscellaneousAssets and Flats, sale/mortgage of vacant land at Vadodara and also re-schedulement of repayment of secured loanand interest thereon within the scheme period. The amount collected from disposal of such surplus assets are to beused to address the dues of secured lenders as per original sanctioned scheme and dues of workers as per Memorandumof Settlement. The Hon’ble BIFR, after hearing all concerned parties vide its interim order dated 29.01.2013, approvedthe sale of surplus assets as envisaged in MDRS namely 168 workers flats at Mohali, idle Plant & Machinery at Mohaliwhich is no longer required to be relocated to Vadodara and also the surplus land up to 175 acres at the company’s unitat Vadodara through the Asset Sale Committee (ASC) already constituted and keeping the sale proceeds in a no lienaccount ( NLA ) with the OA and utilized as decided by BIFR. The matter regarding re-schedulement of repayment ofsecured loan within the scheme period as envisaged in proposed Modified Debt Restructuring Scheme (MDRS) isunder consideration of BIFR as at 31st March, 2015. During the financial year ended 31st March, 2015 the BIFR benchwhich was monitoring the case, referred the matter to a larger bench to be headed by the Chairman, BIFR.

(c) During the year ended 31st March, 2014, the idle Plant & Machinery including Electrical Installation, Storage & WaterSystem, Office Equipment, Factory Equipment, Furniture & Fittings, Vehicles etc and few workers flats were sold bythe ASC and the proceeds were deposited in the No Lien Account with Operating Agency. The sale of remainingworker’s flats is in progress & will be made as per BIFR Interim Order. Bids for the sale of surplus land at Vadodara wereinvited by the Asset Sale Committee.During the year ended 31st March, 2015 one conditional bid was received requesting for waiver of the conditionsstipulated in the guidelines which was rejected by BIFR and no sale could be concluded till 31st March, 2015. Effortsare on to sell the assets.

(d) In view of the deemed sanction of the Income Tax Department, as per section 19(2) of SICA, no provision for MinimumAlternate Tax is required to be made nor is the remission or cessation of interest liability subject to tax under section41(1) of The Income Tax Act, 1961 since reliefs/concessions provided in the sanctioned scheme under section 17(3)have an over riding effect on the provisions of the Income Tax Act, 1961.

(e) No interest has been provided on the unsecured loans as per the sanctioned scheme.(f) The Company had entered into a Memorandum of Settlement with the worker’s unions at Mohali, Punjab crystallizing

their dues at Rs 40 Crores as directed by BIFR. The Settlement has been registered before the concerned authoritiesand submitted to BIFR and forms part of the MDRS. Since the crystallized dues were to be settled out of the saleproceeds of the Mohali assets as per the sanctioned scheme, no provision for the same was made till last year.However in view of the objections raised by Statutory Auditors along-with SEBI/Stock Exchanges and to comply withthe SEBI directives provision for the said amount of Rs. 40 Crores has been made in the current year and has beenshown as exceptional item in the profit and loss statement.

(g) In view of the proposed introduction of GST, extension of Sales Tax (CST & VAT) concession/exemption for a furtherperiod of 10 years has not been extended & approved by the Gujarat Govt and accordingly VAT is being paid on goodssold locally and CST on goods sold in an interstate transaction. Further input tax credit is being claimed on VAT paid.

(h) The Scheme granted exemption of octroi & electricity duty for a period of 10 years but the same has not been approvedby the Gujarat Government & is being borne by the Company.

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28 B The impact of the scheme approved by the Hon’ble BIFR, on the accounts of the company for the previous years for whichappropriate effect was required to be given are as follows :-(a) The working capital facilities from the banks (other than banks covered under OTS as per the sanctioned scheme)

have been converted into working capital term loan as per the sanctioned scheme. Since the working capital loans ofSBI & SBICI, who had earlier opted for OTS, were assigned to Asset Reconstruction Company (India) Limited (ARCIL)in the financial year 2009-2010, their loans have also been converted into WCTL.

(b) Indian Overseas Bank and Bank of Baroda had not been issued equity equivalent to 15% of principal outstanding as onthe cut-off date as per the BIFR sanctioned scheme in the FY 07-08 as they had opted for OTS.

(c) Out of total Debentures of Rs 500 Lacs issued under Series I to Vijaya Bank, 15% of the aforesaid amount ofdebentures amounting to Rs 75 Lacs has been converted into equity shares in the financial year 2009-2010. Thebalance amount of Rs.425 lacs have been shown as Term Loan from the financial year 2009-2010 onwards in terms ofSanctioned Scheme. The security created in favour of Debenture Trustees through Trust Deed has not yet beenreleased as at 31st March, 2015.

(d) Similarly, Debentures of Rs 3,000 Lacs issued under Series II & Series III to IFCI have been shown as Term Loan fromthe financial year 2009-2010 onwards in terms of Sanctioned Scheme. The security created in favour of DebentureTrustees through Trust Deed has not yet been released as on 31st March, 2015.

(e) As per BIFR sanctioned scheme, the share capital of Rs. 7,502.26 lacs was allotted to the promoters/FIs/Banks in thefinancial year 2007-2008. Further during the year 2009-10, share capital of Rs.34.78 lacs was allotted to ARCILpursuant to BIFR order, since SBI & SBICI had assigned their debt to ARCIL.

29 As per BIFR Sanctioned Scheme, the revival of the company is dependant on sale of land and building at Mohali. Asenvisaged in sanctioned scheme, the company’s net worth could not turn positive in the 4th year of its implementation dueto delay in sale of land & building at Mohali. Due to this delay in the sale of the land and building at Mohali, the companyoffered some surplus assets for sale which was agreed in the meeting of the joint lenders and thereafter BIFR also gave itsconsent to the sale through the ASC. While some of these assets have been sold, the sale of surplus land at Vadodara couldnot be concluded for reasons explained above. The process for re-running the sale is on. Management is hopeful that itsrequest for Modified Debt Restructuring Scheme (MDRS) would be accepted by Hon’ble BIFR & Company would be ableto arrange requisite working capital for importing critical raw materials to start its production lines. On the assumption thatthe revival of the company will take place in near future, the accounts of the company have been prepared on a “goingconcern” basis and on the assumption made by the management that adequate finances would be available after the saleof surplus assets to enable the company to operate on a profitable basis. Accordingly, the company has been treated asa going concern. Further with the release of Working Capital as envisaged in the Sanctioned Scheme the company wouldlike to take up assembly of LCD/LED modules which is also in the same space and having same customer base.

30 (a) In terms of the sanctioned scheme passed by BIFR in 2007 and interim order of BIFR dated 29.01.2013, the MohaliAssets which includes Land, Building, Plant & Machinery including Electrical Installation, Storage & Water System,Office Equipment, Factory Equipment, Furniture & Fittings, Vehicles and Worker’s Flat in its entirety are to be sold on“As is where is” and “As is what is basis” through the Asset Sale Committee. The BIFR also permitted sale of surplusland at Vadodara through the Asset Sale Committee. During the year ended 31st March, 2014, few Worker’s Flats, IdlePlant & Machinery including Electrical Installation, Storage & Water System, Office Equipment, Factory Equipment,Furniture & Fittings, Vehicles etc were sold by the Asset Sale Committee and the proceeds were deposited with theOperating Agency.The carrying value assets as at 31-March, 2015 consist of Lease hold Land & Building. Beingoperations at Mohali has been discontinued, the same are held for sale on 31-March-2015. In view of above, noprovision for impairment of remaining Fixed Assets at Mohali is required.

(b) The Fixed Assets at Mohali as at 31st March, 2015 consist of Land, Building and remaining Workers Flats which havebeen retired from active use and held for disposal and are shown separately in Note No. 10.1 i.e. Schedule of fixedassets pertaining to discontinued operations in financial statements.

(c) During the financial year ended 31st March, 2015, Company has made a provision for impairment of inventory at Mohalito the extent of Rs 61.57 Lacs thereby reducing the value of Inventory to zero. Similarly the Company has made aprovision for impairment of Inventory at Vadodara of Rs 253.10 Lacs reducing the value of Inventory thereto Rs 359.62Lacs.

(d) No provision for impairment of the fixed assets at Vadodara Unit has been made as the Vadodara unit is temporarily notin operation and would commence production no sooner the surplus assets are sold and thereafter working capital ismade available as stipulated in the sanctioned scheme. Further the assets have not completed their useful life and arein good working condition. Besides there is lot of appreciation in the value of the land bank available at Vadodara.

31 The Company estimates the deferred tax (charge) / credit using the applicable rate of taxation based on the impact of timingdifferences between financial statements and estimated taxable income for the current period. Since there is no reasonablevirtual certainty of realisation, deferred tax asset (Net) of Rs.15,822.97 Lacs (Previous year Rs. 17,235.36 lacs) has notbeen recognized.

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32 EMPLOYEE BENEFITS:(a) Defined Contribution Plans

The Company has recognized the contribution/liability in the Statement of Profit & Loss for the financial year 2014-15.(b) Defined Benefit Plans & Other Long Term Benefits:

The following disclosures are made in accordance with AS 15 (Revised) pertaining to Defined Benefit Plans and OtherLong Term Benefits:-

(` in lacs)Leave Leave Gratuity Gratuity

Encashment Encashment31.03.2015 31.03.2014 31.03.2015 31.03.2014

Amount recognized in Balance SheetProjected Benefit Obligations 29.15 116.27 364.98 932.36Fair value of plan assets - 148.52 170.84Present value of unfunded/funded obligations 29.15 116.27 216.46 761.53Unrecognized past service cost - -Net Liability/(Assets) 29.15 116.27 216.46 761.53Amount in Balance SheetLiability 29.15 116.27 216.46 761.53Assets - -+Net Liability/(Assets) 29.15 116.27 216.46 761.53Expenses recognized in the Statementof Profit & LossCurrent service cost 2.68 6.59 17.11 53.24Interest on defined benefit obligation 9.88 20.02 60.92 82.43Expected return on plan assets - - (15.38) (20.60)Net actuarial losses/(gain) recognized in the year (96.08) (67.58) (584.68) 37.65Past service cost - - - -Losses/(gains) on “Curtailments and Settlements” - -Total, included in “Employee Benefit Expense” 83.52 40.98 522.03 152.72Actual return on plan assets - - - -Reconciliation of benefit obligations and plan assetsfor the period - - - -Change in defined benefit obligationOpening defined benefit obligation 116.27 250.25 932.36 1030.34Current service cost 2.68 6.59 17.11 53.24Interest cost 9.88 20.02 60.92 82.43Actuarial losses/(gains) (96.08) (67.58) (584.68) 37.65Liabilities extinguished on curtailments - - - -Liabilities extinguished on settlements - - - -Liabilities assumed on acquisition - - - -Exchange difference on foreign plans - - - -Benefits paid (3.60) (93.01) (36.98) (271.29)Closing defined benefit obligation 29.15 116.27 388.73 932.36Change in fair value of assetsOpening fair value of plan assets - - 170.84 408.5Expected return on plan assets - - 15.38 20.60Actuarial gain/(Losses) - - (1.44)Assets distributed on settlements - - - -Contributions by employer - - 0.72 13.03Assets acquired due to acquisition - - - -Exchange difference on foreign plans - - - -Benefits paid (3.60) (93.01) (36.98) (271.29)Closing fair value of plan assets - - 148.52 170.84Assets informationCategory of assetsGovernment of India Securities - - 100% 100%

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(` in lacs)

Corporate Bonds - - - -Special Deposit Scheme - - - -Equity shares of listed companies - - - -Property - - - -Insurer Managed Funds - - - -Others - - - -Grand TotalSummary of the actuarial assumptionsDiscount rate 8.00% 8.50% 8.0% 8.0%Expected rate of return on assets Nil Nil 9.00 -Future salary increase 5.50% 6.00% 5.50% 6.00%Retirement Age 60 60 60 -Mortality Table IALM (2006-2008)Ages Withdrawal Rate (%)Upto 30 years 3.00 3.00 3.00From 31 – 44 years 2.00 2.00 2.00

Above 44 years 1.00 1.00 1.00

Notes:

(a) The actuarial valuation takes into account the inflation, seniority, promotion and other relevant factors.

(b) The company has a fund with the Life Insurance Corporation under the Employees Gratuity Scheme and the fundvalue as on 31st March 2015 is Rs.148.52 Lacs (Previous Year Rs 170.84 Lacs).

(c) As per actuarial valuation the liability towards Gratuity recognized in the Balance Sheet as on 31st March 2015 is Rs.216.46 Lacs (Previous Year Rs 761.53 Lacs).

33 BALANCE CONFIRMATION(a) In the opinion of the management, Sundry Debtors & Loans and Advances have a value on realization in the ordinary

course of business, at least equal to the amount at which they are stated in the Balance sheet. Margin MoneyBalances, Trade Receivables, Trade Payables and other receivables /payables have been shown as per valuesappearing in the books of accounts and have been treated as good for recovery/payment unless specifically providedfor.

(b) Balance of Banks and FIs as appearing in the books of accounts are as mentioned in the sanctioned schemeapproved by the Hon’ble BIFR and these balances are after accounting for 15% equity share allotment made to themin the financial year 2007-08 and 2009-10, upfront payment and installments paid up to financial year ending 31stMarch, 2015. There is no change in the bank balances of those banks which have not yet sent the confirmation to thesanctioned scheme or those which have opted for OTS.

34. EARNINGS PER SHARE (EPS) Year Ended Year Ended31.03.2015 31.03.2014

(a) Calculation of Weighted Average Number ofEquity Shares of Rs.1/– eachNumber of Shares at the beginning of the year 78,82,57,063 78,82,57,063Number of Shares at the close of the year 78,82,57,063 78,82,57,063Weighted average number of Equity Shares during the year 78,82,57,063 78,82,57,063

(b) Net profit/(loss) for the year attributable of Equity Shares (in Rupees) (7,263.97) (6,248.19)(c) Basic Earnings (in Rupees) per share (0.92) (0.79)(d) Diluted Earnings (in Rupees) per share (0.92) (0.79)

35. RELATED PARTY DISCLOSURES:Names of related parties and description of relationship(a) Related parties where significant influence exist : India International Airways Limited(b) Associates : JCT Limited(c) Key Management Personnel : Mr Arjun Thapar(d) Relative of Key Management Personnel : Mrs. Nayantara Thapar, Ms. Shivani Thapar(e) Companies over which persons described in

(c) & (d) are able to exercise significant influence : Team Plus Securities LimitedAPJ Financial Services Private Limited

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Type of Transaction

2014–15 2013–14 2014–15 2013–14 2014–15 2013–14 2014–15 2013–14 2014–15 2013–14

a. Rent – – – – – – 0.18 0.30 – –b. Salary – – – – – – – 1.29 – –c. Sale of Vehicles – – – – – – – – – 57.40d. Remuneration and benefits – – – – – 12.94 – – – –

of key managerial personnele. Payment of Short term – – – – – – – – – 283.00

borrowingsf. Short term borrowings – – – – – – – – – 103.00g. Long term borrowings – – – – – – – – – –h. Interest on borrowings – – – – – – – – – 15.46i. Recovery of Loan during the

year 10.00 – – – – – – – – 10.00j. Provision for doubtful debts

created during the year 47.24 – 60.17 – – – – – – 107.41Balance as on 31.3.2015 – –

i. Investments (At cost lessProvision for diminution) – 17.40 – – – – – – – –

j. Other receivables – 57.24 – 60.17 – – – – – –k. Other payables – – – – – – – – 50.00 50.00

Referred to in(a) above

Referred to in(b) above

Referred to in(c) above

Referred to in(d) above

Referred to in(e) above

Transactions with Related Parties: (` in lacs)

36 The Company has taken certain commercial premises under cancellable operating lease arrangements. The total aggregateLease Rentals recognized as expense in the Statement of profit & loss under cancellable operating lease was Rs. 27.80Lacs (Previous Period: Rs 68.77 Lacs).

37 INFORMATION ON SEGMENT RESULTS:The company is engaged in the manufacture of Colour Picture Tubes & Deflection Yoke which is in the context ofAccounting Standard 17 on Segment Reporting, issued by the Institute of Chartered Accountants of India is consideredas the only business segment. Presently company has one plant designed to manufacture Color Picture Tube & DeflectionYoke which is situated at Vadodara. Plant & Machinery including Electrical Installation, Storage & Water System, OfficeEquipment, Factory Equipment, Furniture & Fittings, Vehicles etc. of two Plants situated at Mohali has been disposed offduring the year ended 31st March, 2014. Being having one business entity, there is no reportable business as well asgeographical segments.

38. Team Plus Securities Limited being the promoter and holding company had advanced an interest free loan of Rs 50 lacs tothe company in the beginning of FY 2011/12 towards meeting the short fall in the resources available with the company atthat time for servicing the secured debts. In terms of BIFR order the promoters are to meet any shortfall in the fundrequirements of the company for servicing the debts of the secured creditors. Mr Arjun Thapar is a director of Team PlusSecurities Limited, the promoter and holding company, and the Managing Director of JCT Electronics Limited, its subsidiary.The said loan of Rs 50 lacs is still outstanding and has not been returned by the company as the same cannot be repaidwithout the prior written approval of the secured lenders. Further no interest is payable on such loans without the approvalof the lenders. The Sick Industrial Companies (Special Provisions) Act, 1985 stipulates that the provisions of this act andrules made there under shall have effect notwithstanding anything inconsistent therewith contained in any other law for thetime being in force or in the Memorandum or Articles of Association of an industrial company. As such the orders of BIFRprevail and override the provisions contained in the Companies Act. Further Team Plus Securities Limited is an NBFC andis authorized to give loans as per its objects and such loans are exempted from the applicability of the provisions of Section185 of the Companies Act , 2013 .

39 DISCONTINUING OPERATIONS(a) Description of Discontinuing Operations(i) Company had set-up a manufacturing plant at A-32, Industrial Area, Phase – VIII, Mohali for manufacture of Color

Picture Tubes. The installed capacity of this plant was 10 Lacs units per annum. Company also had manufacturingplant for manufacture of Deflection Yokes unit at A-27, Industrial Area, Phase – VII, Mohali.

(ii) The Company started incurring losses from the year 1997-98 due to non-availability of working capital resulting in lowcapacity utilization. Further the decline in prices of colour picture tubes on account of cheap imports, also contributedto the losses. This resulted in both the plants at Mohali shutting down active production in 2001. A reference was madeby the Company to the Hon’ble BIFR under the relevant provisions of Sick Industrial Companies (Special Provisions)Act, 1985 (‘SICA’) in 2002, when the accumulated losses exceeded its net worth as on 31st March, 2002. TheCompany was declared a sick industrial company within the meaning of SICA by the Hon’ble BIFR vide its order dated12.12.2005. Thereafter, the Company submitted its proposal for revival and rehabilitation and sanction was accordedto the scheme vide order dated 12.03.2007 passed by the Hon’ble BIFR (Sanctioned Scheme).

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(iii) In terms of the Sanctioned Scheme the land & building at both the plants at Mohali was to be sold and the plant &machinery shifted to Vadodara. Subsequently the Hon’ble BIFR allowed sale of the idle plant & machinery includingElectrical Installation, Storage & Water System, Office Equipment, Factory Equipment, Furniture & Fittings, Vehiclesetc at Mohali Unit and it was no longer required to be shifted as proposed in the MDRS submitted to BIFR by the OA.

(iv) During the year ended 31st March, 2014, the Asset Sale Committee sold the Idle Plant & Machinery including ElectricalInstallation, Storage & Water System, Office Equipment, Factory Equipment, Furniture & Fittings, Vehicles etc. as alsofew workers flats and the proceeds were deposited in the no lien account with the Operating Agency. The land,building, and remaining workers flats at Mohali have been retired from the above assets and are held for disposal andthe same are shown separately in Note No. 10.1 i.e. Schedule of fixed assets pertaining to discontinued operations.

(v) During the year ended 31st March, 2015, no sale could be transacted for the land, building, and remaining workers flatsat Mohali.

(b) Business or Geographical Segment.(i) Company is engaged only in manufacture of Color Picture Tube, and Deflection Yoke. This is the only Business

Segment of the Company.(ii) In the previous year’s company had three plants designed to manufacture Color Picture Tube & Deflection Yoke. Plant

& Machinery including Electrical Installation, Storage & Water System, Office Equipment, Factory Equipment, Furniture& Fittings, Vehicles etc of two Plants situated at Mohali were disposed off during the year ended 31st , March 2014. The remaining one plant is situated at Baroda Unit, Gujarat. These have not been categorized under AccountingStandard 17 on Segment Reporting, issued by Ministry of Corporate Affairs as reportable geographical segments.However for limited purpose of categorization under discontinuing operations, Vadodara Plant & Mohali Plant wereconsidered as two geographical segments.

(c) Date & Nature of Initial DisclosureThe date & nature of such disclosure is described as under:-

(i) The Asset Sale Committee (ASC) initiated action to sell the Land & Building at Mohali, consisting of two plots i.e. at A-32, Industrial Area, Phase - VIII and A-27, Industrial Area, Phase–VII, Mohali as per the Sanctioned Scheme of BIFRby releasing advertisements in the months of December, 2011, September, 2012 and February, 2013 in response towhich no bids were received at the Reserve Price fixed by Asset Sale Committee (ASC).

(ii) The Plant & Machinery, including Electrical Installation, Storage & Water System, Office Equipment, Factory Equipment,Furniture & Fittings, Vehicles etc & few workers flats at Mohali were sold by the ASC pursuant to order of BIFR dated29th Jan, 2013 and the proceeds were deposited in the No Lien Account with Operating Agency.

(iii) Till the year ended 31st March, 2015, the Company has not yet entered into any binding agreement for sale of Land andBuilding attributable to the discontinuing operation with any party. The decision to sell Land & Building, Plant &Machinery, including Electrical Installation, Storage & Water System, Office Equipment, Factory Equipment, Furniture& Fittings, Vehicles etc & Flats and its acceptance by Board of directors and secured lenders, is sufficient to discloseit as discontinuing operations.

(d) Date or period in which the discontinuance is expected to be completed if known or determinableThe ASC has already initiated steps towards sale. However the date or period in which the discontinuation is expectedto be completed is not determinable as on date as the process for sale has not been completed in respect of the land& building and few workers flats at Mohali till 31st March, 2015.

(e) Carrying amounts, as of the balance sheet date, of the total assets and total liabilities are as under:(i) Details of total assets are as under: (` in lacs)

Fixed Assets Current Year Previous Year(i) Land (Lease Hold) 112.67 112.67(ii) Building 475.33 475.33Per Balance Sheet 588.00 588.00Other Assets(i) Non Current Investments 0.05 0.05(ii) Long Term Loans & Advance 56.23 71.84(iii) Other Non-Current assets – –(iv) Inventories – 61.57(v) Sundry Debtors – 0.23(vi) Cash & Bank balances 1.27 1.79(vii) Short Term Loans & Advances 79.20 127.23(viii) Other Current assets 0.80 0.68

(ii) Details of total liabilities are as under :Particulars Current Year Previous Year(i) Other Long term Liabilities 1,713.90 1,711.71(ii) Long Term Provisions 4,003.39 68.09(iii) Other Current Liabilities 620.70 794.05(iv) Short Term provisions 0.10 3.25

(f) The amount of revenue and expenses in respect of the ordinary activities attributable to the discontinuing operation duringthe current financial reporting period are as under :

(` in lacs)Profit/(Loss) from discontinuing operations Cureent Year Previous Year

(i) RevenueOther income 0.91 3.39Liability no longer required 254.54 588.98

(ii) ExpensesIncrease/Decrease in closing stock – 32.25Payment To/ Provisions for Employees (403.83) 92.78Interest & Other Change – 0.11Other Expenses 73.13 32.41Diminution in value of Inventories 61.57 1,219.96Loss on sale of fixed assets – 1,054.73Exceptional Items 4,000.00 –

3,730.87 2,476.02

Tax Expenses – –

Per Profit & Loss Statement (I-II) (3,475.42) (1,839.87)

(g) Amounts of net cash flows attributable to the operating, investing and financing activities of thediscontinuing operation during the current financial reporting period have been disclosed in Cash Flow Statement.

40. Additional Infomation pursuant to as required under paragraphs 5(viii) (c) of General Instructions for preparation of thestatement of profit and loss as per schedule III of the Companies Act, 2013.

(` in lacs)Particulars Current Year Previous Year

(a) Value of Imports Calculated on CIF Basis (On Accrual Basis)i) Raw materials 0.00 599.98ii) component & spares 0.00 0.37iii) Capital goods 0.00 13.18

0.00 613.53

(b) Expenditure in Foreign Currency (On Accrual Basis)i) Know-how 0.00 0.00ii) Travelling 0.00 0.00iii) Test/Inspection fee/Technical Services 0.00 0.32

0.00 0.32

(c) Value of Consumption of Indigenious and Imported RawMaterials, Consumables, Stores and Spares and Percentage thereof

i) Indigenous

Value 0.00 1902.28

Percentage 0.00 71.05%

ii) Imported

Value 0.00 775.10Percentage 0.00 28.95%

Total 0.00 2,677.38

(d) Earnings in Foreign Exchage (On Accrual Basis)

Export of goods on F.O.B. basis 0.00 245.32

41. Provisions related to Corporate Social Responsibility (CSR) as defined and prescribed under section 135 of the CompaniesAct, 2013, deses not apply to Company during the financial year ended 31st March, 2015

42. COMPARATIVE FIGURESFigures for the previous year have been regrouped/reclassified wherever necessary to make them comparable with those ofthe current year.

48

Notice is hereby given that the 38th Annual General Meeting of the Members of JCT ELECTRONICS LIMITED will be held at its registered officeat A-32, Industrial Phase-VIII S.A.S. Nagar, Mohali - 160 055, Punjab on Tuesday the 29th day of September, 2015 at 11:30 a.m. to transactthe following business:Ordinary Business :1. To receive and adopt the audited Balance Sheet as at 31st March, 2015, the Profit & Loss Account for the financial year ended on that

date alongwith Reports of the Auditors and Directors' thereon.2. To appoint M/s V Sahai Tripathi & Co., Char tered Accountants as the Statutory Auditors of the Company to hold office till the conclusion

of the 39th annual general meeting and authorise the Board of Directors to fix their remuneration.Special Business :3. To consider and if thought fit to pass with or without modification the following resolution as an ordinary resolution :

"RESOLVED that Mr. Kamal Khanna (DIN : 07157164), who was appointed as an additional director under Section 161 of the the CompaniesAct, 2013 effective from 14th August, 2015 and holds office upto the 38th Annual General Meeting and the company having received anotice in writing under Section 160 of the Companies Act, 2013 from him proposing his candidature for the office of director, be and ishereby appointed as a Director of the company liable to retire by rotation".

By order of the Boardfor JCT ELECTRONICS LIMITED

Place : New Delhi Arjun ThaparDated : 14th August, 2015 Managing DirectorNOTESa) Explanatory Statement Pursuant to Section 173(2) of the Companies Act, 1956 in respect of Item 3 is annexed.b) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy

need not be a member of the company.Proxies in order to be effective must be received by the company at its registered office not less than 48 hours before the meeting.

c) The Register of Members and Transfer books of the company will remain closed from Tuesday, 22nd September, 2015 to Monday, 28thSeptember, 2015 (both days inclusive)

d) Transfer requests for shares in physical form and all other queries should be addressed to the share department and sent to the registeredoffice at A-32, Industrial Phase - VIII, SAS Nagar, Mohali, Punjab - 160 055.

e) For shares held in electronic form, all instructions regarding change of address, nomination, power of attorney etc., should be givendirectly to your Depository Participants. The company will not take cognizance of any such requests directly for shareholders.

f ) The Ministry of Corporate Affairs has undertaken a 'Green Initiative in Corporate Governance' and allowed companies to share documentswith its shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with their respective Depository Participants. In respect of shares heldin physical form, the members are requested to send their e-mail details, duly signed by all the joint holders to the company's registeredoffice at A-32, Industrial Phase - VIII, SAS Nagar, Mohali, Punjab - 160 055.

Process and manner for availing E-voting Facility,Electronic Voting (e-voting) facility is being provided in respect of the Resolutions proposed at the 38th AGM, in accordance with Section 108of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The Company has engagedthe services of National Securi t ies Depository Limited (NSDL) as the Authorized Agency to provide e-vot ing faci l i ty in respect of theresolut ions proposed at the ensuing AGM convened on 29th September, 2015. The e-vot ing faci l i ty is avai lable at the l ink ht tps: / /www.evoting.nsdl.comInstructions for e-Voting :The e-voting period commences on September 26, 2015 (9:00 am) and ends on September 28, 2015 (5:00 pm). During this period shareholders'of the Company, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolutionis cast by the shareholder, the shareholder shall not be allowed to change it subsequently.The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off dateof 22nd September, 2015. Any person, who acquires shares of the Company and become member of the Company after dispatch of the noticeand holds shares as of the cut-of f date i .e. 22nd September, 2015, may obtain the login ID and password by sending a request [email protected] or ([email protected]) .The facility for voting through remote e-voting / ballot paper / poling paper shall be made available at the AGM and the members attending themeeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.Mr. Gautam Suri, Chartered Accountants (Membership No.089819), Proprietor M/s Gautam Suri & Co., Chartered Accountants, has beenappointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

NOTICE

Regd. Office : A-32, Industrial Phase-VIII, SAS Nagar, Mohali-160 055 (Punjab) (CIN : L32019PB1976PLC003680)

NSDL shall be sending the User-ID and Password, to those members whose shareholding is in the dematerialized format and whose emailaddress are registered with the Company/Depository Participant(s). For Members who have not registered their email address, the User IDwould be as follows :a) User ID for e-voting for shares held in physical form would be the folio no.b) User ID for e-voting for shares held in Electronic form with NSDL would be DP ID followed by the Client ID and in the case of CDSL would

be the beneficiary ID.The procedure to login to e-Voting website is given below:c) Open the attached PDF file "e-Voting.pdf" giving your Client ID (in case you are holding shares in demat mode) or Folio No. (in case you

are holding shares in physical mode) as password, which contains your "User ID" and "Password for e-voting". Please note that thepassword is an initial password. You will not receive this PDF file if you are already registered with NSDL for e-voting

d) Launch internet browser by typing the URL https://www.evoting.nsdl.com/e) Click on "Shareholder - Login".f ) Put User ID and password as initial password noted in step (1) above and Click Login. If you are already registered with NSDL for e-voting

then you can use your existing user ID and password. If you forgot your password, you can reset your password by using “Forgot UserDetails/Password” option available on www.evoting.nsdl.com

g) Password Change Menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combinationthereof.

h) Home page of remote “e-Voting” opens. Click on e-Voting: Active Voting Cycles.i) Select “EVEN” of (JCT Electronics Ltd. ). Members can cast their vote online from September 26, 2015 (9:00 am) till September 28, 2015

(5:00 pm)Note: e-Voting shall not be allowed beyond said time.

EVEN (E-voting Event Number) USER ID PASSWORD / PIN

102864 Folio No./DP & Client ID Existing Password

j) Now you are ready for "e-Voting" as "Cast Vote" page opens.k) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm", when prompted.l) Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG Format) of the

relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who areauthorized to vote, to the Scrutinizer through e-mail ([email protected]) with a copy marked to [email protected].

m) In case of any queries you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual for members availableat the "downloads" section of https://www.evoting.nsdl.com or contact NSDL by email at [email protected]

Explanatory Statement pursuant to section 102 of the Companies Act, 2013 :Mr. Kamal Khanna aged 53 years was appointed as an additional director on the Board of the Company effective from 14th August, 2015 andholds office upto the 38th Annual General Meeting. The company has received notice in writing from him signifying his intention as a candidatefor the office of director. Mr. Khanna, if appointed will be liable to retire by rotation under Section 152 of the Companies Act, 2013. Mr. Khannaholds the requisite qualif ication and experience of over 25 years having been associated with different companies in various capacities.Except for Mr. Khanna, none of the directors, key managerial personnel of the company and their relatives is concerned or interestedfinancially or otherwise in the resolution as mentioned Item No.3.


PROXY FORMForm No. MGT 11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

AffixRevenue

Stamp


(IN BLOCK LETTERS)

Name of the member(s) :

Registered address :

E-mail ID :

Folio No. / DP ID & Client ID No. :

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 38th Annual General Meeting of theCompany, to be held on Tuesday, 29th September, 2015 at 11:30 a.m. at A-32, Industrial Phase-VIII, SAS Nagar,Mohali-160 055 (Punjab) and at any adjournment thereof in respect of resolutions mentioned below :

ResolutionNo. Description of Resolution

1. Adoption of Financial Statements of the Company for the year ended 31st March,2015 together with the reports of the Director's and Auditor's thereon

2. Appointment of M/s V. Sahai Tripathi and Co., Chartered Accountants as StatutoryAuditors

3. Appointment of Mr. Kamal Khanna as a Director of the Company

Signed this .................................day of .................................... 2015

Signature of member(s) ................................................. Signature of Proxy holder(s) ...................................................

Notes :i) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Annual General Meeting.ii) The Proxy Form should be signed across the Revenue Stamp as per speciment signature(s) registered with the

Company/depository participant.iii) A Proxy need not be a Member.

I/We being the member(s) of JCT Electronics Limited, holding .................. equity shares of the above named Companyhereby appoint.

1. Name : .......................................................... Address : .................................................................................................

E-mail ID : ............................................................Signature .............................................................. or failing him/her

2. Name : .......................................................... Address : .................................................................................................


3. Name : .......................................................... Address : .................................................................................................


Vote (Optional)For Against Abstain

ATTENDANCE SLIP

DP ID & Client ID/ Folio No.: ........................................................................................ No. of Shares..................................

.Name of the Member/Proxy: .........................................................................................................................................................

I/We hereby record my/our presence at the 38th Annual General Meeting of JCT Electronics Limited held on Tuesday,29th September, 2015 at 11:30 a.m., at A-32, Industrial Phase-VIII, SAS Nagar, Mohali-160 055 (Punjab).

............................................

Signature of Member/Proxy

...............................................................................................................................................................................................


MAP FOR THE VENUE OF THE MEETING

if undelivered please return to :JCT Electronics LimitedA-32, Industrial Phase-VIII,S.A.S. Nagar,Mohali (Punjab)

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