FINANCE II

Electronics IndustryProject Phase I

11 February, 2008

BYS E C T I O N A , G RO U P - 1

Participants:

Abhishek Awasthi 2007PGP001A Abhishek Daga 2007PGP002A Amisha K Shah 2007PGP007A Arun Hegde 2007PGP020A Avishar Katiyar 2007PGP025A Dhiraj Kumar Gautam 2007PGP039A Dilip Singh 2007PGP042A Krishna Chaitanya Bandhakavi 2007PGP063A S.Arvindkumar 2007PGP126A Yogesh Bansal 2007PGP180A

ContentsIndustry Brief.................................................................................................................3Company Brief...............................................................................................................4

Bharat Electronics Limited........................................................................................4Crompton Greaves.....................................................................................................6Havells India..............................................................................................................8MIC Electronics.......................................................................................................10Opto Circuits............................................................................................................12Salora International..................................................................................................14Sharp........................................................................................................................16SPEL Semicondutors...............................................................................................18TVS Electronics.......................................................................................................21Videocon..................................................................................................................23

Board of Directors........................................................................................................25Trading volume (Average)...........................................................................................25Mutual Funds trading in the company stock in the last 6 months................................26Stock Holder Analysis..................................................................................................26Corporate Responsiveness towards the society............................................................27

BEL..........................................................................................................................27Crompton Greaves...................................................................................................27Havells India............................................................................................................28MIC Electronics.......................................................................................................28Opto Circuits............................................................................................................29Salora International..................................................................................................29Sharp........................................................................................................................29SPEL Semiconductors..............................................................................................30TVS Electronics.......................................................................................................30Videocon..................................................................................................................30

2

Industry Brief

India’s electronic industry represents a miniscule of 0.7% of the global electronic industry. Nevertheless, the demand in the Indian market is picking up rapidly and substantive investments are coming in to expand the manufacturing capacity. In spite of that, India continues to be a major importer of electronic materials, components and finished equipment. The electronic industry is growing at a dynamic rate. On the whole, the electronic sector, has been delicensed, with the exception of aerospace and defence electronics. Fiscal, investment and trade policies for the electronic sector have also been shaped to provide the greatest incentive to encourage foreigners to bring in the much needed investments. All components, raw materials and capital goods are freely importable without restriction. The government even renders a duty free environment for export of electronic hardware and software under the export-oriented schemes.

India’s electronics industry grew at approximately 20.5% compounded annuallyover the past six years (2002-2007), and was worth USD 16.1 billion in 2007. The Indian electronic industry is divided into six segments viz. consumer electronics, computers, strategic electronics, communication and broadcasting equipment and electronic components.

India’s entire electronic market was worth around USD16.1 billion in 2007, is expected to become one of the fastest growing electronics markets globally over the next several years. In the medium term, there will be a high growth in the India electronics sector. This market is targeted to hit USD 40 billion by 2010 at an annual rate of over 20%. ( Source: ISI Analytics Research). This growth will be aided by trends such as increase in contract manufacturing and set up in EMS and ODM.

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Company Brief

Bharat Electronics Limited

Starting with the manufacture of a few communication equipments in 1956, BEL now produces receiving valves, Germanium Semiconductors, radio transmitters, Silicon Devices and Integrated Circuits. In 1966, BEL set up a Radar manufacturing facility for the Army and in-house R&D, which has been nurtured over the years. The first disinvestment (20%) and listing of the Company’s shares in Bangalore and Mumbai Stock Exchanges took place then.

BEL Units obtained ISO 9000 certification in 1993-94. The second disinvestment (4.14%) took place in 1994. In 1996, BEL achieved Rs.1,000 crores turnover. In 1997, GE BEL, the second Joint Venture Company with M/s GE, USA, was formed as also the third JVC with M/s Multitone, UK, BEL Multitone. The same year, USA imposed supply restrictions on BEL.In 1998, BEL set up its second overseas office at Singapore to source components from South East Asia. The same year, US and European sanctions were imposed on BEL. The Company was able to overcome the effects of the sanctions and insulate Indian defence forces from the fall-out of denial regimes by finding technical solutions to circumvent the denials and by keeping up the promised deliveries to customers.The year 2000 saw the Bangalore Unit, which had grown very large, being reorganized into six Strategic Business Units (SBUs). The R&D groups in Bangalore were also restructured into Specific Core Groups and Product Development Groups. The same year, BEL shares were listed in the National Stock Exchange.In 2002, BEL became the first defence PSU to get operational Mini Ratna Category I status. In 2003, the Company’s turnover crossed the Rs.2,500 mark. In 2006-07, BEL achieved a turnover of Rs.3,952.69 crores.

In June 2007, BEL was conferred the prestigious Navratna status based on its consistent performance. BEL looks forward to leverage the increased functional autonomy for further business growth and diversification.

  VISION

   - To be a world-class enterprise in professional electronics.             MISSION

   - To be a customer focussed, globally competitive company in defence electronics and in other chosen areas of professional electronics, through quality, technology and innovation.

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CMD

Mr V V R Sastry (57) took over as the Chairman and Managing Director of premier Defence Public Sector Undertaking Bharat Electronics Limited (BEL), with effect from February 1, 2007. He wasDirector (Marketing) of BEL before his elevation as CMD. During his tenure as Director (Marketing) he took initiatives to bring in marketing orientation to the organization and gave a strong thrust to exports.

He has widely travelled abroad. He has worked for 13 months in the Development Laboratories of Philips (Mullard), UK, on electronic circuit design and development of microprocessor based electrical appliances. He also headed BEL’s New York office for 3 years, during which he had extensive interactions with the US Department of Commerce & State.

He is a Senior Assessor for the CII-EXIM Bank Business Excellence Model. Mr Sastry is on the Board of BEL Optronic Devices Limited, a wholly owned subsidiary of BEL.

Board of directorsName Executive/Non-

executiveIndependent/Non-independent

Y. Gopala Rao Executive Non-independentP.R.K. Hara Gopal Executive Non-independentS.K. Mehta Executive Non-independentM.L. Shanmukh Executive Non-independentV.V.R. Sastry Executive Non-independentA.K. Datt Executive Non-independentH.S. Bhadoria Executive Non-independentAlok Perti Non-executive Non-independentDavinder Kumar Non-executive Non-independentV. Bakthavatsalam Non-executive IndependentN. Balakrishnan Non-executive IndependentAshok Jhunjhunwala Non-executive IndependentGoverdhan Mehta Non-executive IndependentS.P. Parashar Non-executive IndependentK.G. Ramachandran Non-executive IndependentM. Rammohan Rao Non-executive IndependentS. Sadagopan Non-executive IndependentBhupindar Singh Non-executive Independent

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Crompton Greaves

Crompton Greaves (CGL) is a BM Thapar Group Company, incorporated in Apr.'37 as a private limited company as Crompton Parkinson (Works), it later changed to Greaves Cotton & Crompton Parkinson in Jun.'37 and subsequently after amalgamation in Jan.'66, changed its name to Crompton Greaves in Aug.'66. It is mainly concentrating in Power Systems, Industrial Systems and Consumer Products and Digital business. The company is mainly engaged in the manufacture, distribution and sale of electrical and electronic equipment/ systems. CGL's products includes Transformers, Switchgears, Motors, Alternators, Fans, Lighting, Pumps, Electrical Steel Stamping & Laminates, Telecom Business Solutions and Computer Systems & Software etc. It is the market leader in number of products in the Electrical Engineering Sector. The company is the market leader in the Transformers Business with a market share of 18%. The company's Stampings Division and Fan Business is a market leader with 23% market share and 21% market shares respectively. The company enjoys market leadership for AC Motors and the second position in AC Generators and DC Motors. Its manufacturing base covers in 22 locations across five states (Goa, Gujarat, Karnataka, Maharashtra and Madhya Pradesh) in India. The Company is also having Engineering Project Division in Chennai and this was relocated to Gurgaon during 2004-05. The subsidiaries of CGL are CG Capital and Investments Ltd, CG-PPi Adhesive Products Ltd and CG Motors Pvt Ltd. It exports its products to 60 countries worldwide.

The company has collaboration with Westinghouse Electric Corporation, US, for 400-kv transformers; Emile Haefely, Switzerland, for bushings; Hundt and Weber, Germany for air-circuit breakers; Mitsubishi, Japan, for gas-circuit breakers; etc. Also, collaborations have been entered into for its telecom division with Graphnet and SDI, US, for fax mail.

During May 2005 the company has completed the acquisition of the Belgium-based Pauwels Group which is having its manufacutring facilites in Belgium, Ireland, Cananda, USA and Indonesia. Pauwels transformer range is upto 500 Kv as against 400 kV for the company. This acquisition was done under the name of a company CG International BV which was incorporated in April 2005, in Amsterdam, Netherlands. In Sep. 2000, the company disinvested its shareholding in Skycell Communications for a consideration of Rs 76 cr to a French multinational, Schneider Electric, thereby making a profit of Rs 30 cr. The Company has disinvested its shareholding in CG Glass Ltd, CG Elin Power Systems Ltd. During 2002 the company has suspended its Capacitors Division at Pune,Informatics Division at Bangalore and Industrial Electronics Division at Nashik.

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MD

Sudhir Mohan Trehan is the Managing Director of Crompton Greaves Limited since May 2000. Prior to this, he was the President of CG - Digital and looked after the areas of Networking, Informatics and Telecommunications.

Mr. Trehan is an engineering graduate from the renowned Birla Institute of Technology at Ranchi and a gold medallist. Thereafter, he pursued Post Graduate studies (M.S.) at the State University in Stony Brook, NY, USA.

He began his career in the United Kingdom as a Management Trainee with Crompton Parkinson Ltd. at Guisely. In 1972, he joined Crompton Greaves Ltd. in India where he served in various Departments and Divisions like Transformers, Turbines and Switchgear.

He is actively involved in various national industry forums like IEEMA, CII and AIMA - leading names in India. He is currently the Chairman of Maharashtra State Council of CII.

He was the recipient of the ‘Outstanding Chief Executive of the Year’ Award for 2000-2001, instituted by the Indian Institution of Industrial Engineering, for steps he took towards successfully implementing his vision of making Crompton Greaves a world-class manufacturing company.

Board Of Directors

Name ExecutiveIndependent/Non-independent

No of Other Directorship

Gautam Thapar Non Executive Chairman/Promoter 17

Sudhir Trehan ExecutiveManaging Director/CEO 6

Scot T Bayman Non Executive Independent 0Omkar Goswami Non Executive Independent 9Sanjay Labroo Non Executive Independent 16Meher Pudumjee Non Executive Independent 10Karan Thapar Non Executive Promoter 9Satya Pal Talwar Non Executive Independent 9Valentin Von Massow Non Executive Independent 1

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Havells India

Havells India Ltd, a billion-dollar-plus organization, and one of the largest & India's fastest growing electrical and power distribution equipment company, manufacturing products ranging from Building Circuit Protection, Industrial & Domestic Switchgear, Cables & Wires, Energy Meters, Fans, CFL Lamps, Luminaires for Domestic, Commercial & Industrial application and Modular Switches.

Havells owns some of the prestigious global brands like Crabtree*, Sylvania, Concord, Luminance, Claude, Sylvania:Linolite, SLI Lighting & Zenith.

With 91 branches / representative offices and over 8000 professionals spread over 50 countries across the globe, the group has achieved rapid success in the past few years. Its 20 state-of-the-art manufacturing plants spread over India, Europe, Latin America & Africa churns out globally acclaimed products like Switchgear, Luminaires, CFLs etc. Havells India Ltd is a name synonymous with excellence and expertise in the electrical industry. Its 20000 strong global distribution network is always ready to service its clients.

The company has acquired a number of International certifications, like CSA, KEMA, CB, CE, ASTA, CPA, SEMKO, SIRIUM (Malaysia), SPRING (Singapore), TSE (Turkey), SNI (Indonesia) and EDD (Bahrain) for various products. Today Havells and its brands has emerged as the preferred choice for a discerning range of individual and industrial consumers both in India and abroad.

The essence of its success lies in the expertise of a fine team of professionals, strong relationship with associates, the ability to adapt quickly, efficiently and ably supported with the vision to think ahead.

Vision

"To be a globally recognized corporation that provides best electrical & lighting solutions, delivered by best-in-class people."

Mission

To achieve our vision through fairness, business ethics, global reach, technological expertise, building long term relationships with all our associates, customers, partners, and employees.

Chairman

Mr.Gupta has held various responsible positions in Trade and Commercial associations of the Industry from time to time. He has in his past served as the President of Federation of All India Electrical and Trade association and also the president of IEEMA. Mr.. Qimat Rai Gupta has been recognized by various

8

sections of the industry for his path breaking work in this segment. Amongst the acknowledgments bestowed upon him, Mr.Gupta received the elf made Entrepreneur Award "Udyog Patra" in 1989, Distinguished Entrepreneurship Award 2004, from the PHD Chamber of Commerce and Industry in 2004, Udyog Vibhushan from the Institute of Trade & Industrial Development, Delhi in 2005 and Udyog Ratna from PHD Chamber of Commerce & Industry for Economic Contribution to Uttaranchal State in 2005.

Board of DirectorsName Executive/ Non

ExecutiveIndependent/ Non Indeppendent

No. of other companies associated

Qimat Rai Gupta CMD Non -Independent Nil

Surjit Gupta Non-Executive Non -Independent 5

Anil Gupta Jt.MD Non-Independent 10

Rajesh Gupta Non Executive Non-Independent NIL

S.B.Mathur Non-Executive Independent 16

Abid Hussain Non-Executive Independent 15

D.N.Khurana Non-Executive Independent 3

Avinash Gandhi Non-Executive Independent 16

N. Balasubramaniam Non-Executive Independent 7

Sabine Gayer Non-Executive Independent 4

Richard Owen Pyvis Non-Executive Independent 46

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MIC Electronics

MIC Electronics Limited. is a global leader in the design, development & manufacturing of LED Video Displays, high-end Electronic and Telecommunication equipment and development of Telecom software since 1988. An ISO 9001: 2000 certified, it has marked presence in the highly dynamic domains of:

 LED Video, Graphics and Text Displays  LED Lighting Solutions  Embedded, System and Telecom software  Communication and Electronic Products

Today, MIC's flagship products are LED Video Displays (indoor / outdoor / mobile), that have become an integral part of Sports Stadiums, Transportation Hubs, Digital Theatres and Theme Parks, Advertisements and Public Information Displays. Headquartered at one of the fastest emerging IT cities, Hyderabad (India), it has nation wide presence in the form of a vast network of marketing, sales and service support centres in all metros of India. To meet the demand of its products worldwide, it has offices in Australia, Dubai and USA. Now the company is gradually setting up operations in other international markets.

The Company was originally incorporated as a private limited company on May 17, 1988. Subsequently, the company was converted into a public limited company on July 29, 1997 and the company name was changed to MIC Electronics Limited. In 2000, Phoenix Telecommunications Limited was merged with MICEL.  The company has a global leader in the design, development & manufacturing of LED Video Displays, high-end Electronic and Telecommunication equipment and development of Telecom software. In 2004, the company has sold its First commercial LED Display product and incorporate subsidiary in Australia. In 2006, the company has acquired InfoSTEP Inc. USA.  In April 2007, the company has entered into capital market. The company has issued 51,00,000 Equity shares to the public. Issue price is Rs.150/- per share.Due to its in-depth knowledge and will to outperform, MIC has always observed stringent processes and standards in design, development, engineering and manufacturing of its Electronic, Telecom and Software products and services. The national award for Best R & D in Electronics industry by DSIR, Government of India, in the year 2002 is testimony to the aforementioned.

MIC Vision

We commit to provide Quality Products and Timely Services to the total satisfaction of our customers and continually improve the effectiveness of the Quality Management System.

Looking at the vision statement of the company it is evident that MIC believes in building long-term relationships with its clients. Their commitment to quality,

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flexibility in providing comprehensive solutions results in huge wins of trust of clients and builds rock-solid foundations with other stakeholders of the firm.

CEOVenkata Ramana Rao Maganti serves as Managing Director and Chief Executive Officer of MIC Electronics Ltd. Dr. Maganti has over 20 years of managerial experience in the field of embedded systems, parallel processing, multilingual software & Information Communication Technologies industry in product design & development, marketing and business development. Prior to MIC Electronics, Dr. Maganti worked for about 2 years as Lecturer in VRS Engineering College & KL College of Engineering in AP, teaching various subjects in Micro Computers and guided more than 10 projects in the field of embedded Micro controllers. He was invited as a speaker and chair person at several national and international technical forums like Institute of Electronics and Telecom Engineers, Institute of Engineers, India, International Trade Business Meetings, Seong Nam Business Korea. He serves as Chairman of MIC Electronics Ltd. Dr. Maganti holds a Bachelor of Engineering (Electrical and Electronics Engineering) from Andhra University College of Engineering, Master of Engineering (Applied Electronics) from PSG College of Technology & PhD (Electronics & Communication Engineering) from Jawaharlal Nehru Technological University. He is a Fellow of IETE and Member of IE (I) & ISTE.

Board Of Directors

Name Designation

M V Ramana Rao Managing Director & CEO

Harsh C Mariwala Director

Ranjan Kapur Director

Somendra Khosla Director

Mangilal Kalani Director Anil Goyal Director

Y Harish Chandra Prasad Director

N Srinivasa Rao Director

Atluri Venkata Ram Director

Vidya Sagar Anisingaraju Director

U Ramakrishna Director

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Opto Circuits

Opto Circuits (I) Limited is a BSE/NSE listed company headquartered in Bangalore, India. OCI’s range of products includes, Pulse Oximeters, Pulse Oximeter Sensors, Fluid warmers, Cholesterol monitors & recently Stents.

OCI is in a very specialized, technology oriented Opto electronic industry since 12 years. This segment requires a unique mix of in-depth knowledge & niche manufacturing capabilities.

OCI has the status of Export House and has been awarded two star trading house status by the Federal Government of India. It has ISO 9001-2000 and ISO 13485-2003 quality system certification. OCI group companies have been awarded CE approval for its products. The subsidiaries of OCI possess FDA approval for different products being manufactured by them.

At the heart of OCI’s growth plan is its desire to serve customers through excellent quality & innovative products.

In order to ensure the company's short & long term growth, it invests a large part of its profits in the research and development of new products and technology. OCI has a world class manufacturing & R&D facility at Electronics City, Bangalore.

Corporate Objectives  1.  Niche Products - Drive growth through focussing on a niche segment

 2.  Inorganic Growth

- Expand rapidly by acquiring businesses complimentary to the goals of the company

3.  Penetrating new markets

- Penetrate the high value European and American markets

MD

Vinod Ramnani has a wealth of experience to back him. In 1990, he along with Thomas Dietikar (the American co-promoter of Opto Circuits) and others decided to establish M/s Elekon Industries Pre Ltd ., in Singapore. Thereafter, Vinod initiated a move to shift the manufacturing facilities to the Silicon Valley of India (Bangalore) and Opto Circuits was formed in 1992 with Vinod as Managing Director. His passion to see Opto Circuits scale new heights is reflected in the hands on management style in which he manages the company. Limited. Dr. Muthiah is a member of the Indian Prime Minister's Advisory Council on Trade & Industry and is the Honorary Consul of Belgium for Southern India. He is also connected with a number of Educational, Cultural & Sports Organizations.

Board of Directors

12

Name Executive/ Non

Executive

Independent/ Non

Indeppendent

No. of other companies associated

Vinod Ramnani Executive Non -Independent

9

Usha Ramnani Executive Non -Independent

5

Thomas Dietiker Non Executive Non - Independent

2

Jayesh Patel Non Executive Non - Independent

2

Suleman Merchant Non Executive Independent 4 V. Bala

Subramaniam Non Executive Independent 8

Dr. Anvay Mulay Non Executive Independent 0 Dr. William Walter

O’ Neill Non Executive Independent

Rajkumar Raisinghani

Non Executive Independent 0

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Salora International

A Salora group concern, Salora International went public in Mar.'93. It manufactures colour and B&W television sets and critical TV components like fly-back transformers, deflection yokes and loudspeakers.    The company set up Matsushita Television and Audio (India) to manufacture colour televisions and audio systems under the Panasonic brand name in technical collaboration with Matsushita Electric Industrial Company, Japan, commercial production of which commenced in Feb.'95. The company has also tied-up with Matsushita to introduce Panasonic cordless telephones and new models of fax machines.   Salora has the distinction of being the largest exporter of B&W TV sets during 1993-94 and has earned the status of Golden Export House from November, 1999. The company, besides its own products, also exports readymade garments, leather goods and various other items. A major exporter of cotton knitted garments, the company is planning to set up a 100% export oriented knitting unit at Tirupur in TamilNadu. The company has also entered into an agreement with Mothercare (India) to market children's wear in Europe under the brand name Little Kingdom.   During 1996-97 the company decided to enter power industry in a big way by selling high frequency power equipments to Department of Telecommunications and other major private telecom equipment manufacturers. The company also launched a complete new range of "Panasonic" brand fax machines and printers and also sophisticated whiteboard called "Panaboard" during the year.   Salora's components division has fetched the Sony "Quality Appreciation Award" and Samsung "Best Vendor Award" during the year 1999-2000. The company has formed another joint venture company called Jadoonet.com Ltd, along with M/s Infoquest E-commerce Pvt Ltd. Jadoonet.com Ltd has been set up to provide cost effective internet account solution to the mass. It has recently launched India's first TV based portal. Also the company facility has been certified for ISO 14001 standard. FX Info Technologies Ltd was ceased to be the subsidiary company as the shareholding of the former was reduced to 4,83,040 equity shares.

With revenues exceeding $250 million, Salora International today has emerged as a diversified entity with interests in sourcing and procurement, manufacturing, supply chain management, distribution, marketing, retail and after-sales service. Over three decades of enriched experience in electronics helps us serve in diverse realms like Consumer Electronics, Telecom, Information Technology and Lifestyle.

Salora has a pan-India presence with 30 offices and 300 after-sales service centers to meet and exceed our customers’ expectations in telecom and consumer electronics. We are the global service partners for Sony Ericsson. Our

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manufacturing facilities are located at the company’s sprawling complex in Noida. The units are ISO 9001:2000, IEC65 & ISO 14000 compliant.

PhilosophyThe legend SALORA appears in red, pure red, denoting an organisation full of dynamism and vigor The joint letters, that form our name, represent unity of strength and vision. The letter “A” which appears as inverted “V” at the end of our name, speaks of an organization which is willing to explore new horizons, break barriers of convention and accepted belief. The swish below the initial letters encompasses our belief that as an organisation its our duty, first and foremost, to bring smile and spread joie de vivre amongst all our stakeholders; employees, business associates, suppliers, dealers, distributors and above all, our millions of customers

CEO

Gopal Sitaram Jiwarajka serves as a Chief Executive Officer and Managing Director of Salora International Ltd. Mr. Jiwarajka has been instrumental in setting up seven (7)manufacturing plants for colour television, audio systems and components. Mr. Jiwarajka has wide experience of 27 years in Manufacturing, Marketing and Finance. Mr. Jiwarajka has been Director of Salora International Ltd., since August 20, 1987. Mr. Jiwarajka served as a Director of Other Public Companies: Panasonic AVC Networks India Co. Limited, SAB Electronics Ltd., FX Info Technologies Ltd., Salora Floritech Ltd., Jadoonet Ltd. and Associated Electronic Research Foundation. Mr. Jiwarajka is a commerce graduate from Sydecham College Mumbai.

Board of DirectorsName Executive/

Non Executive

Independent/ Non Indeppendent

No. of other companies associated

Gopal Jiwarajka Executive Non -Independent

6

R. Khaitan Executive Non -Independent

2

Sushil Jiwarajka Executive Non-Independent

1

S.R. Jiwarajka Non Executive

Independent 4

Gautam Khaitan Executive Independent 1P.N. Mehta Executive Independent 2Patanjali Keswani Executive Independent 2Sanjeev Duggal Non-

ExecutiveIndependent 1

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Sharp

Incorporated in 1985 as Kalyani Telecommunications and Electronics Pvt Ltd, the company was converted into a public limited company in the same year. The name was changed to Kalyani Sharp India in 1986. The company was promoted by Bharat Forge (BFL), the flagship of the Kalyani House of Industries. In 1989, it entered into a joint venture with Sharp Corporation, Japan - a leading manufacturer of consumer electronic products - to manufacture VCRs/VCPs/VTDMs. Sharp's VCR technical know-how was transferred to the company.   The company manufactures consumer electronic goods such as TVs, VCRs, VCPs and audio products. The products were sold under the Optonica brand name. Due to intense competition from other brand names and the entry of global brands like Sony, Panasonic, Akai, Goldstar, etc, the performance of the company was affected. After Sharp Corporation, Japan, acquired the majority stake in the company in 1995, the company started selling the entire series of its products under the Sharp brand name. Currently under Japanese management, Sharp has a production base in 26 countries with 33 plants, and its products are used in 133 countries. The acquisition by Sharp has helped Kalyani Sharp's marketing efforts to build up its market share.   Company also expanding its dealer network especially in the Northen & Eastern Regions which help the company to increase the market share of CTV in those part in India. Company launched unique scheme like 7 years warranty for CTV etc. New CTV and VCR/VCP model having better features, new Audio models, under SHARP brand were introduced in the export and domestic market. Company continues to show an impressive performance of VCRs exports mainly to USA from its 100% Export Oriented Unit (EOU). Company mainly exported to U.S.A.   Company has received awards from Department of Electronic, Govt. of India for excellence in area of Consumer Electronics, & All India Electronic and Computer Software Export Promotion Council has selected for Excellence in Export under panel 'Consumer Electronics'.   During 2000-2001 the company has introduced new range of CTV and high end Audio models and a range of Microwave Ovens.The company has accredited with ISO-9001 certification in the month of February,2001.   To compete with the Indian Market the company plans to introduce small audio as well as CD Mini component and Mini component with VCD.The company has also absorbed the Technology and know-how thru training of engineers at Japan/Malaysia and Sharp Corporation's Engineers are being invited to India.   The name of the company has been changed during May 2005 from Kalyani Sharp India Ltd to Sharp India Ltd..

Company Objective“At Sharp India, our challenge is to create a balance between work time and personal time, with products that can benefit people's lives at work, at home, and everywhere in between. Sharp consumer electronics can enhance your enjoyment, add to your comfort and open new perspectives. Sharp business products can boost your productivity and reduce costs. Sharp products are designed to help individuals, families, and corporate teams connect effortlessly, communicate clearly, and unleash creativity like never before. Sharp is dedicated to improving people's lives through the use of advanced technology and a commitment to innovation, quality, value, and design”

Board of Directors

16

Name of Director Category Number ofDirectorshipsof otherpubliclimitedcompanies

a) T.Mori Non Executive 1

b) T. Yamazaki" Executive 1

c) N. Yanagisnila' Executive 1

d) Y. Mizuno" Executive 1

ej S. S. Vaidya Non-Executive.

Independent 7

I) K. Kawabe Non-Executive -

g) Mr. M.Takahashi Non-Executive -

h) Mr.M. Eiryu Non-Executive,

- Independent -

i) Mr.F.Misuge Non-Executive.

Independent •

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SPEL Semicondutors

Spel Semiconductor Ltd (SSL) (earlier known as Spic Electronics and Systems Ltd) was incorporated as a private limited company in Dec.'84 and thereafter converted into a public limited company in Mar.'86. It was promoted by Southern Petrochemical Industries (SPIC). SSL went public in Aug.'88 to part-finance the cost of setting up a sophisticated electronic project for manufacture of computer tapes, diskettes, jumbo rolls and integrated circuits. The company entered into a technical collaboration with Computer Resources, US, for a magnetic media project to produce computer tapes and floppy discs. The company received the ISO 9002 certificate for integrated circuit packing operations.  On 1st Nov'95, the company was converted into 100% EOU under Electronics Hardware Technology Park scheme. Through this, it can concentrate more on exporting its products to the world. SPEL Semiconductor Limited is the leading one-stop turnkey Wafer Sort, IC Assembly & Test subcon facility in India. Having established a track record at home, SPEL turned its attention to the more demanding global market in 1995. It has since been exclusively serving the Silicon Valley and other parts of the world for over 12 years now.  SPEL focuses on Lead frame based Packages - both Surface mount & Through hole.

The company is planning to add 56 pin and 80 pin ICs in the coming years. With the increased capacity and additional types, the company is in a position to face the demand of ICs types. During 2000-01 under review, the company has secured the renewal of Licence to operate as 100% Export Oriented Unit (EOU) under the Electronic Hardware Technology Park (EHTP) Scheme for a period upto December' 2004. As a specialty, SPEL offers onsite & offshore Test Engineering support to Customers. SPEL ensures better interaction & services to Customers through a Sales & Technical support office based at Santa Clara, USA.

Vision

To be the Natural Destination for global Customers seeking cost-effective Offshore turnkey IC Assembly & Test services. Mission

SPEL Semiconductor Limited, an IC Assembly & Test Subcontractor for over 17 years, works as one Team to achieve Zero defect, Just-in-time, Cost-effective solutions with Service that is uncompromised.

Corporate Objectives

Profit - Generate sufficient profit that enables our remaining three Corporate Objectives.

Competence - Widen product portfolio to cover New Packages, make Process Improvements and improve effectiveness of Manpower by Training.

Stakeholders - Strengthen relationship with all stakeholders - Customers, Employees, Vendors, Investors and Lenders.

Growth - Achieve growth by Market spread & distribution, Customer

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spread, Revenue and Technology improvements.It is evident from the above statements that the company values the societal concerns. SPEL has also undertaken tremendous initiatives towards the environmental factors and has consistently made an effort to keep the same clean and green. As per SPEL “Our environment provides all the resources essential for mankind. It is now in risk due to problems affecting the environment like pollution, global warming, destruction of forests, etc. We need to protect our environment and conserve the resources for the future generation. If no steps are taken, living on this planet would become impossible.”SPEL understands that every individual has a responsibility towards our environment. They are willfully devising measures and encouraging employees to care for the environment and protect it through conservation of resources, waste minimization and proper disposal, pollution prevention and planting of trees.CEO

 Dr. Muthiah completed his Bachelors degree in Engineering from the University of Madras and subsequently did his Management studies at the University of Detroit. The Anna University, Chennai, India conferred an honorary Doctorate Degree in Science on him. Dr. Muthiah has been the CEO of the company since July 2001. Dr. Muthiah is connected with several leading industries in various capacities such as Chairman, President, Vice Chairman and Director. He heads the $650 million Southern Petrochemical Industries Corporation Limited. Dr. Muthiah is a member of the Indian Prime Minister's Advisory Council on Trade & Industry and is the Honorary Consul of Belgium for Southern India. He is also connected with a number of Educational, Cultural & Sports Organizations.

Board of Directors

19

Name Executive/ Non

Executive

Independent/ Non

Indeppendent

No. of other companies associated

Dr. A.C.Muthiah Non Executive Non -Independent

9

Mr. Ar Rm Arun Non Executive Non -Independent

5

Mr. S.R. Vijayakar Non Executive Independent 2 Dr. T.S.

Vijayaraghavan Non Executive Independent 2

Dr. A. Besant Non Executive Independent 4 Dr. A.

Ramakrishna Non Executive Independent 8

Mr. M.G. Thirunavukkarasu

Executive Non- Independent

0

Mr. R. Venkatesh Kumar

Executive Non -Independent

0

20

TVS Electronics

A flagship of 90 years old TVS group,TVS Electronics Ltd is into the business of IT Management Services and Computer Peripherals. TVS Electronics got its present name after the merger of erstwhile TVS Electronics Limited under a scheme of merger which was duly approved by shareholders and Hon'ble High Court of Madras. Pursuant to this merger,the company is in the process of allotting one equity share for every one equity held by the shareholders of erstwhile TVS Eletronics Ltd.   During 2002-03 two new products viz TVS Sprint,a retail automation product and TVS Proton,World's quickest Bill printer were launched. The above products are indigenously developed one. The company is having plants at Tumkur(Bangalore),Guindy(Chennai).

Chairman

Mr Venu Srinivasan is a Bachelor of Engineering from Madras University and a Master in Science from Purdue University, U.S.A. He is the eldest son of (Late) Mr. T S Srinivasan and grandson of (Late) Mr. T V Sundaram Iyengar, the founder of the TVS group of companies.Mr. Venu Srinivasan now aged about 54 years (born on 11th December, 1952 ) has been theManaging Director of Sundaram - Clayton Limited since May, 1979 and the Managing Director of TVS Motor Company Limited from 1986. Since July, 2002 he is the Chairman & Managing Director of TVS Motor Company Limited.He was the Chairman of the Confederation of Indian Industry (CII) (Southern Region) and has been associated with CII for nearly 17 years in various capacities. He was also the Past President of Automotive Research Association of India, Pune, a Past President of the Society of Indian Automobile Manufacturers & Association of Indian Automobile Manufacturers. At present, he is the Honorary Consul General of Republic of Korea, Chennai.

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Board of Directors

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Videocon

The Company's principal activity is to manufacture and market a wide range of electrical and electronic products, which includes Air conditioner, Refrigerators, Programmable Washing Machine and assemblies and sub-assemblies. The Company has its manufacturing plant at Aurangabad.

Vision

Videocon’s mission is a reflection of continuity and change

Videocon’s mission expression has been crafted to envelope both extant and emerging realities:

“To delight and deliver beyond expectation through ingenious strategy, intrepid entrepreneurship, improved technology, innovative products, insightful marketing and inspired thinking about the future.”

Values

Shri Nandlal Madhavlal Dhoot, the founder of the Videocon Group, completed his education in Ahmednagar and Pune. He was a successful sugarcane and cotton cultivator. As a next logical step to vertical integration, he boldly took upon an entrepreneurial venture by importing machinery from Europe to set up the Gangapur Sakhar Karkhana (Sugar Mill) in 1955. Those were the times when the village did not even have electricity. Thus was unleashed an Industrial Revolution.

The die was cast. Over the years, Nandlalji's path-breaking attitude found expression in a myriad ways, earning him the well-deserved reputation of the pioneer of industrial activity in Marathwada India.

In early 80's Nandlalji initiated his three sons - Venugopal, Rajkumar and Pradeep into business. Through a technical tie up with Toshiba Corporation of Japan, he launched India's first world-class color Television: Videocon. Today, Videocon is household name across the nation- India's No. 1 brand of Consumer Electronics & Home Appliances, trusted by over 50 million people to improve their quality of life.

MD and CEO

Venugopal Dhoot (Born 1944 in Mumbai, India) is an Indian business tycoon. He is an alumni of prestigious Sydenham College, Mumbai. He was born into a wealthy farming family. He is married, and has two children. His personal fortune is estimated as the equivalent of 1.6 Billion United States dollars, making him a billionaire.

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His father, the late Nandlal Madhavlal Dhoot, set his sons up in his business, Videocon Electronics. The company's major breakthrough came when it received one of India's first licenses to make color televisions. As of 2006, Venugopal is its chairman, and it now makes a wide range of electric and electronic items. His company recently bought a color picture tube unit from the French company Thompson SA, and a refrigerator business from Swedish company Electrolux. According to Forbes, he is the eighteenth richest man in India. His brother, Rajkumar, is a member of the Indian Parliament.

Board of Directors

Name Executive/ Non Executive

Independent/ Non Indeppendent

Venugopal N Dhoot Non-Executive Non-independent

Pradeepkumar N Dhoot Non-ExecutiveNon-independent

Naveen B Mandhana Non-ExecutiveIndependent

Subash S Dayama Non-Executive Independent Avinash Malpani Non-Executive Independent Deepak Kumar Jain Non-Executive Independent

Hiren N Shah Non-ExecutiveNon-independent

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Board of Directors

Company Name

No. of non-independent directors

No. of independent directors

Stockholding of Directors

BEL 9 9 NACrompton Greaves

3 6 0.09%

Havells 4 7 3.45%MIC Electronics

7 5 9.18%

Opto Circuits 4 4 NILSalora 3 5 NILSharp 6 3 NILSPEL 4 4 NILVideocon 3 4 6.69%TVS Electronics

5 4 1.08%

Here, we see that BEL which is a PSU has the highest number of directors. The companies in the non-govt sector have directors as less as 7. Most of the companies have a balance between the no of directors which are independent and non-independent. We have only 5 companies wherein the directors have stockholdings. When the director has invested in the company, his decisions tend to be influenced by his personal interests. However, when the directors have no direct stake in the company, they make be ready to take more risks as their wealth is not at stake.

Trading volume (Average)

Company Name Volume yearly Volume monthly Volume weeklyBEL 125537 35191 25695Crompton Greaves 229147 139572 145923Havells 46312 31575 8550MIC Electronics 540593 18654 4098Opto Circuits 61499 41822 26278Salora 33497 4428 1579Sharp 52842 31943 19867SPEL 113639 107444 44187Videocon 143933 69189 58190TVS Electronics 32938 18232 15224

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As we see in the above table, the volumes are the highest for Crompton Greaves and the least for Salora. This data is useful to an investor from the point of view of liquidity. A small investor would like to withdraw money as and when he needs it. If the volumes of a particular stock are low, the investor might not be able to liquidate his position. Thus he would not want to invest in such a stock.

The reason for lower volumes could be that a major proportion of the holdings is with the promoters (as can be seen in the table stockholder analysis). Thus the quantity of stock available in the market for trading purposes is less.

Mutual Funds trading in the company stock in the last 6 months

Company Name No.of MFs investingBEL 29Crompton Greaves 33Havells 5MIC Electronics 2Opto Circuits 1Salora 1Sharp NILSPEL NILVideocon NILTVS Electronics NIL

Out of the 10 companies, mutual funds have traded in 6 of them. However, only BEL and Crompton Greaves has been able to generate interest from a large no. of MFs in India.

Stock Holder Analysis

Company Name

Promoters& Directors %

Institutional investors%

FIIs%

Employees

Indian Public%

MF%

BEL 75.86 3.66 12.16 2.88 6.63Crompton Greaves

39.13 4.09 16.36 9.4 20.42

Havells 67.31 3.96 14.96 12.96MIC Electronics

37.17 18.37 44.49

Opto Circuits

30.3 29.98 39.62

Salora 66.67 0.06 4.66 24.84 3.78

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Sharp 80(Foreign)

2.64 19.98 0.01

SPEL 55.99 3.81 0.02 44.01Videocon 36.72 2.87 60.37 0.04TVS Electronics

60.08 0.38 2.38 39.90

In all the companies, we find that employees hold no part of the equity share capital. Majority of the equity of BEL is held by the Govt of India. The promoters hold two-thirds in the case of Havells India and Salora International. The promoter holding is the least for Sharp. When the promoters hold a major chunk of the capital, it reflects their confidence in the future of the company. A reduction in the proportion of holdings may be due to personal reasons too.

FIIs hold as low as 0.02% in the case of SPEL. In the present times, most of the companies which have bright future growth prospects tend to attract foreign investments.

Corporate Responsiveness towards the society

BEL

It is the constant endeavour of your Company to adopt and maintain the highest standards of ethics in all spheres of business activities. Your Company’s philosophy of Corporate Governance is based on the principles of honesty, integrity, accountability, adequate disclosures and legal compliances. It strives for transparency in decision making and shall avoid conflicts of interest. It also accords importance to adherence to adopted Corporate values and objectives and discharging social responsibilities as a corporate citizen. In keeping with its professional approach, company is implementing the precepts of Corporate Governance in letter and spirit.

Crompton Greaves

Crompton Greaves Limited (Crompton Greaves', CG' or the Company') continues to remain committed to highest levels of Corporate Governance and seeks to achieve a healthy blend of performance with conformance; creating the environment and the means through which corporate objectives are attained. The Company is committed to maintaining high standards of ethical behavior and Corporate Governance, and to serving its shareholders with honesty, fairness and integrity. The 5 CG Values of Performance Excellence, Leading Edge Knowledge, Nurturance, Customer Orientation and Intellectual Honesty are well entrenched in the performance culture of the Company and permeate all actions of its employees. The Company strives to achieve well-defined levels of Business Excellence by continuously benchmarking itself against standards like the CII-

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Exim Bank Business Excellence Model and the CII HR Excellence Model. The dividend and capitalisation policy, the vendor development practices and the customer proximity initiatives all reflect the requisite balance between the interests of its various stakeholders - shareholders, employees and business partners.   This year, the Company has aggressively increased its initiatives in Community Development through declaration of a formal Statement of Intent' on Corporate Social Responsibility and has taken concrete steps towards fulfilling its plans of giving back' to Society. Adequate attention is given to the Environment dimensions as well as Health & Safety, and impact of business actions, incorporating benchmarks and standards in these areas, into business processes.   This year, as a concerted effort to achieve validation to its Health & Safety as well as Environment thrust, several of the Company's manufacturing Units have received ISO 14001 and OHSAS 18001 Certifications. Hence, as at date, all the Company's manufacturing Units have been certified. 

Havells India

While it acquires companies and builds internally, Havells never loses sight of its responsibility as a good corporate citizen. It believes that serving people with meager or no means is the duty of every well-to-do person. It consistently puts that philosophy into action and has initiated several projects for social causes. This has greatly increased the number of children attending school regularly and also alleviates hunger.

Corporate Social Responsibility (CSR) at QRG portrays the deep symbiotic relationship that the group enjoys with the communities it is engaged with. As a responsible corporate citizen, it tries to contribute for social and environmental causes on a regular basis.

MIC Electronics

MIC believes that best corporate governance practices should be enshrined in all activities of the company. This will help the company in conducting the affairs of the company in an efficient manner and also helps in achieving its goal of maximizing value for all its stakeholders. Its corporate philosophy envisages complete transparency and adequate disclosure with an ultimate aim of value creation for all players i.e. stakeholders, creditors, Employees.   The Company is in compliance with the requirements of revised guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, and with the adoption this year, of a code of conduct for Non- Executive Directors also, which has been put on in the website of the company at www.micelectronics.com 

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Opto Circuits

OCI’s philosophy on corporate governance continues to envisage transparency, accountability, integrity, consistent value systems, delegation and responsibility. The company tries to work on these principles in all its interactions with shareholders, employees, customers, suppliers and statutory authorities. The corporate governance comprises of factors like regulations, compliance, policies and economic environments, voluntary practices and disclosures. The company is committed to achieve and maintain high standards of corporate governance.

Salora International

 Salora International Limited follows a system of Corporate Governance which ensures transparency fairness, independence, accountability, integrity and social responsibility. The Company has been following the regulatory compliances with strong emphasis on Corporate Governance to protect investors' interests in letter and spirit. The Company also ensures that Corporate Governance practices are periodically reviewed and revised incorporating appropriate checks and balances at various levels of management. The Company is committed to ethical values and sell discipline through standards of good governance hinging on transparency efficiency efficacy, full disclosure in its dealings, appropriate checks and balances directed at sustaining shareholder's interests, achieving financial propriety and overall organizational goals.   

SharpAccording to Sharp India “Sharp India Limited (SIL) believes in good governance, fair, efficient and transparent business operations and in fairness to all the stakeholders in the Company, with proper disclosure of relevant financial and non-financial information.” Sharp India has been actively pursuing environmentally friendly technologies and has shown significant emphasis on technologies that promote lesser power consumption. They have been sourcing these technologies from the parent company, Sharp Electronics, Japan.  They also have a detailed code of conduct towards various stakeholders. The detailed code is summarised under the following heads

Practice of Fair and Open Management

Enhancement of Customer Satisfaction

Disclosure of Relevant Information /Protection and Security of Information

Contribution to Conservation of the Global Environment

Sound, Equitable Economic Activities

Respect for Human Rights

Creating a Safe, Fair, Motivating Work Environment

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Harmony with the Community

SPEL Semiconductors

The Company's philosophy of Corporate Governance is proactively meeting its obligations to its Shareholders and creating goodwill with all its Stakeholders.   SPEL has always believed that sound Corporate Governance practices is the cornerstone of any enterprise and thus form an integral part of its business policy. Even before the standards were made mandatory, SPEL has been continuously gearing itself to surpass these. The results of good CO practices are reflected in confidence reposed by the various Stakehoiders. SPEL believes to enhance the long-term Shareholders value and maximize interest of other Stakeholders. Various measures have been undertaken to enhance and further this endeavor. 

TVS Electronics

The report on Corporate Governance reflects the commitment of the organization to its values and business ethics and provides a picture to the Shareholders on management of the organization and the methodology the Board functions with transparency, accountability, professionalism, risk management and code of ethics, as its basic principles.

The Company acknowledges the need and importance of corporate governance and has adhered to the underlying principles of corporate governance and complied with the code of corporate governance as an integral part of its day-to-day operations.

Videocon

The initiatives by Videocon include a first-rate academic haven for the high-school education of underprivileged girls and a 100% world-class, charitable hospital specializing in cancer and heart surgery for the benefit of society’s marginalised sections. Videocon’s deep-rooted commitment to environment conservation translates into process improvements that help recycle CRT glass, curb carbon emissions and other pollutants. Among others, the group’s India glass plant has supported a large-scale initiative like the plantation of over 2,00,000 teak trees.

The group’s sponsorship of cricketing events across the globe underlies its commitment and passion for sports as well as its goal to uplift the spirits of a global audience. Videocon has not forgotten the grassroots either; the Videocon School of Cricket launched in Kolkata under the guidance of former India captain, Saurav Ganguly, aims to inspire budding cricketers in the age group of 10 to 17 years to greater heights

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