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sincere appreciation for the valuable guidance received from Mr. Johan Fant during his tenure as a member of the Board of Directors of the Company. In terms of the provisions of Section 260 of the Companies Act, 1956, Ms. Gunilla Nordström holds office of the Board of Directors of the Company upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member along with a deposit of Rs. 500/- (Rupees Five Hundred Only) proposing the candidature of Ms. Gunilla Nordström for the office of the Board of Directors of the Company under the provisions of Section 257 of the Companies Act, 1956. The Company has also received a notice in writing from a member along with a deposit of Rs. 500/- (Rupees Five Hundred Only) proposing the candidature of Mr. Radhey Shyam Agarwal for the office of the Board of Directors of the Company under the provisions of Section 257 of the Companies Act, 1956. The appointment of Mr. Radhey Shyam Agarwal may also be considered as an appointment to fill the vacancy that would arise upon cessation of Mr. Kuldeep Drabu at the ensuing Annual General Meeting, since not offered himself for re-appointment. The Board recommends appointment of Ms. Gunilla Nordström and Mr. Radhey Shyam Agarwal. The brief profiles of directors being appointed/re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting. PARTICULARS OF EMPLOYEES The details of employees drawing remuneration in excess of the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2007-2008 is annexed to this report. LISTING The Equity Shares, Global Depository Receipts and Foreign Currency Convertible Bonds of the Company are listed as under: Nature of Instrument Equity Shares Global Depository Receipts Foreign Currency Convertible Bonds Listed on The Bombay Stock Exchange Limited National Stock Exchange of India Limited The Luxembourg Stock Exchange Singapore Exchange Trading Securities Limited SUBSIDIARY COMPANIES During the year under review, Videocon International Electronics Limited, Videocon Global Energy Holdings Limited, Videocon Energy Resources Limited, Pipavav Energy Private Limited, Videocon Electronic (Shenzen) Limited, Eagle Ecorp Limited and Videocon Energy Ventures Limited became subsidiaries of the Company. Further, Eagle Corporation Limited ceased to be subsidiary of the Company due to dilution and consequently all the subsidiaries of Eagle Corporation Limited ceased to be step down subsidiaries of the Company. During the year under review, the Company together with its subsidiary, Videocon International Electronics Limited acquired 64% interest in Datacom Solutions Private Limited. As such, as on September 30, 2008, the Company had 18 (Eighteen) Subsidiaries viz., Paramount Global Limited, Videocon (Mauritius) Infrastructure Ventures Limited, Middle East Appliances LLc, Videocon Global Limited, Mayur Household Electronics Appliances Private Limited, Powerking Corporation Limited, Godavari Consumer Electronics Appliances Private Limited, Venus Corporation Limited, Global Energy Inc, Sky Billion Trading Limited, Videocon Display Research Company Limited, Videocon International Electronics Limited, Videocon Global Energy Holdings Limited, Videocon Energy Resources Limited, Pipavav Energy Private Limited, Videocon Electronics (Shenzen) Limited, Eagle Ecorp Limited and Videocon Energy Ventures Limited. The Company has received an exemption from the Central Government u/s 212(8) of the Companies Act, 1956 with regard to attaching of the balance sheet, profit and loss account and other documents of the subsidiaries for the year 2007-2008. The Company undertakes that: 1. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its Subsidiaries seeking such information, free of cost, at any point of time upon receipt of request for the same. 2. The Annual Accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office of the Company and at the Registered Office of the Subsidiary Company also. A summary of the key financials of the Company’s subsidiaries in pursuance to the direction of Central Government, forms part of this Annual Report. CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated Financial Statements, based on the Financial Statements received from the Subsidiaries, Associates and Joint Ventures, as approved by their respective Board of Directors have been prepared in accordance with the requirements of Accounting Standard 21 “Consolidated Financial Statements” Accounting Standard 27 – “Financial Reporting of Interests in Joint Ventures” and Accounting Standard 23 – “Accounting for Investments in Associates in Consolidated Financial Statements”. CASH FLOW STATEMENT As required under Clause 32 of the Listing Agreement with the Stock Exchanges, in India, and in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by The Institute of Chartered Accountants of India, the Cash Flow Statement is attached to the Balance Sheet and Profit and Loss Account. AUDITORS’ REPORT The Auditors’ Report is unqualified. The notes to the Accounts referred to in the Auditors’ Report are self explanatory and therefore do not call for any further clarifications under Section 217(3) of the Companies Act, 1956. AUDITORS M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. Kadam & Co., Chartered Accountants, Ahmednagar, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificates from these Auditors to the effect that their reappointment, if made, would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance and Management Discussion and Analysis Report form part of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. A certificate from the Statutory Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance. DIRECTORS’ RESPONSIBILITY STATEMENT In terms of Section 217(2AA) of the Companies Act, 1956, we, the directors of VIDEOCON INDUSTRIES LIMITED, state in respect of Financial Year 2007-08 that: a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) the directors have prepared the annual accounts on a going concern basis. ACKNOWLEDGEMENT The directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Banks and Government Authorities. The directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts. The directors are also thankful to the shareholders for their continued support to the Company. For and on Behalf of the Board of Directors Place: Mumbai Date: February 26, 2009 V. N. Dhoot Chairman & Managing Director 6
ANNEXURE TO DIRECTORS REPORT STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES ) RULES, 1975 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 30TH SEPTEMBER, 2008. Name of employee Designation Remuneration Qualification Age Experience (Years) 7 Date of Commencement Name of the Last Employer Position Held Anil Kumar Modani Vice President 3,516,904 B.Com,CA & CS 45 25 16.11.1989 Shree Digvijay Cement Co.Ltd. Finance Executive Arvind Bali Vice President 3,397,008 B.Sc.Engg. (Mech.) 48 26 01.02.1994 Greaves Cotton & Co.Ltd. Area Sales Manager & MBA Rahul Sethi Vice-President 7,002,356 B. COM 57 34 01.02.1987 Gedor Ltd. Commercial Manager Subhash Nabar Joint President 2,928,000 BE(Mechanical) 61 37 01.07.1997 Orson Electronics Ltd. Senior Manager K. R. Kim Chief Executive Officer 2,233,031 Law Graduate 63 30 01.09.2008 LG Electronics India Pvt. Ltd. Senior Manager Nitin Shewale General Manager 3,170,153 BE ( Electronics) 44 21 14.01.1989 Nil Nil Rajendra Shenoy General Manager 2,550,090 BE ( Electronics) 43 22 10.04.2004 Taxmaco Factory Manager Sandeep Sethi General Manager 3,374,634 BE - Industrial 39 10 12.07.2008 Auxicogent General Manager - BID Shekhar Jyoti Vice-President 6,500,000 B.COM, MBA 46 23 22.01.1986 Macotax Consultants Pvt.Ltd. Vice-President N.S. Satish Asst. Vice President 3,900,109 B.E., MBA 40 15 17.12.2007 Mirc Electronics Ltd. ( Onida) Asst. Vice President Amit Gupta Vice-President 7,700,000 B.COM, COMPUTER 47 23 07.05.2008 LG Electronics India Pvt. Ltd. Vice-President PROGRAMMING IN BASIC, Muraharirao Pochiraju General Manager 4,100,000 B.COM, M.B.A. 42 14 18.05.2008 Home Solutions Retail India Ltd. General Manager Ashutosh Pant General Manager 4,300,000 B.SC, PGDSM 41 19 22.05.2008 Dish Tv India Ltd. General Manager Prasoon Kumar General Manager 4,400,000 B.A, DSM, M.B.A. 38 12 22.05.2008 ICICI Bank Ltd. General Manager Sanjeev Jain Asst. Vice President 4,700,000 B.COM, U.S.A. 40 18 23.05.2008 ICICI Bank Ltd. Asst. Vice President Devan Ellath General Manager 2,400,000 B.SC, PGDIM 47 20 23.05.2008 Onida ( Mirc Electronics Ltd.) General Manager Ashok Dash Sr. General Manager 5,800,000 B.SC, ENGG. 41 16 29.05.2008 Haier Appliances India Pvt. Ltd. Sr. General Manager Deepak Kumar General Manager 4,000,000 B.COM, C.A., PGDBM 42 15 02.06.2008 Victoria Impex Pvt. Ltd. General Manager Nagarajan Iyer Sr. General Manager 5,200,000 DIET, B.A., M.B.A. 44 24 07.06.2008 Kyocera Wireless India Pvt. Ltd. Sr. General Manager Rajeev Bhutani General Manager 4,100,000 B.A., PGDBM 41 15 09.06.2008 Haier Appliances India Pvt. Ltd. General Manager Sunil Kumar Jatta Asst General Manager 2,800,000 B.COM, M.B.A. 36 13 11.06.2008 ICICI Bank Ltd. Asst General Manager Jaideep Gupta Dy General Manager 3,600,000 B.COM, M.B.A. 36 11 11.06.2008 LG Electronics India Pvt. Ltd. Dy General Manager Ashok Gangwal General Manager 3,000,000 B.COM, C.A.,C.S. 46 14 01.07.2008 Dhar Industries Ltd. General Manager Nigel Pinto General Manager 3,000,264 B. A. 44 25 01.07.2008 Kitchen Appliances (India) Ltd. General Manager Abhay Dawane Sr. General Manager 2,800,000 B.SC 46 9 01.07.2008 Dadajee Dhackjee Ltd. Sr. General Manager Abhishek Lal General Manager 2,700,230 B.COM, PGDBM, 36 10 01.07.2008 TCL India Pvt. Holdings Ltd. General Manager Harsh Bansal Dy General Manager 2,800,000 B.COM, ICWAI, C.A. 35 11 07.07.2008 Hindustan Coca Cola Beverages Dy General Manager Pvt. Ltd. Srinivas Sattiraju General Manager 4,400,000 B.COM, M.B.A. 43 16 03.07.2008 Dhl Lemuir Logistics Pvt. Ltd. General Manager Arindam Bose Vice-President 6,700,000 B.E., M.SC, DBA 44 20 23.06.2008 Saudi Dairy & Foodstuff Company Vice-President (Sadafco) M.K.Logendra Kumar Asst General Manager 2,400,000 B.COM, M.B.A. 41 19 27.06.2008 Samsung India Electronics Pvt. Ltd. Asst General Manager Rajiv Ganju Sr. General Manager 5,500,000 B.E., PGDBM 43 16 28.07.2008 Motorola India Pvt. Ltd. Sr. General Manager Aseem Taneja Dy General Manager 3,400,000 H.S.C., TOOL 36 14 01.08.2008 Delphi Automotives Dy General Manager ENGINEERING S B Khedekar General Manager 2,400,000 B.SC, IT 50 19 18.08.2008 Usha International Ltd. General Manager Nishkam Bhasin Dy General Manager 4,500,000 B.E., MMS. 37 10 19.08.2008 LG Electronics India Pvt. Ltd. Dy General Manager Jaidev Singh Dy General Manager 2,800,000 H.S.C., DME 40 18 20.08.2008 LG Electronics India Pvt. Ltd. Dy General Manager R Ramesha Asst General Manager 2,400,000 B.COM,PGDPS 40 19 01.09.2008 Somotex Nigeria Ltd. Asst General Manager Rishi Saxena Asst General Manager 2,600,000 B.COM, PGDBM 36 10 03.09.2008 Subhiksha Trading Services Asst General Manager Probal Shekhar General Manager 4,000,000 B.SC, PGDIM 44 20 03.09.2008 Mirc Electronics Ltd. ( Onida) General Manager Soumen Ganguly Exec-II/Engineer -II 2,800,000 H.S.C. 37 19 03.09.2008 Jalan Bros. Pvt. Ltd. Exec-II/Engineer -II Pradeep Kumar Gupta Vice-President 8,500,000 B.COM, C.A. 44 18 11.09.2008 LG Electronics India Pvt. Ltd. Vice-President Shoumick Mitra General Manager 4,300,000 B.COM, PGDMS 46 19 15.09.2008 General Enterprise Co.( An Al Batha General Manager Groph) Sunil Tandon Vice-President 3,566,360 B.SC,MSC, PGDBM 48 23 01.10.1999 Dhl Worldwide Express Vice-President Sunil Mehta Vice-President 8,400,266 B.A., M.A., PGDBM 49 28 20.02.2001 Bpl India Limited Vice-President Anuj Jain Vice-President 4,500,150 B.COM, MBA 41 19 07.09.2005 Mirc Electronics Ltd. ( Onida) Vice-President Pradeep Kumar Mishra General Manager 2,600,000 S.B.S.T 45 4 21.04.2008 Parsvnath Developers Ltd General Manager a) Remueration includes basixc salary, Ex - Gratia, H.R.A., Mktg. Allowance, Special Allowance, C.A., L.T.A., Leave Encashment, Medical Reimbursement, Contribution to Providend Fund. b) The Employees are in whole time employment of the Company and the employment is contractual in nature. c) None of the Employees listed above is a relative of any Director of the Company. Place : Mumbai Date : February 26, 2009
Page 1 and 2: VIDEOCON INDUSTRIES LIMITED Annual
Page 3 and 4: NOTICE is hereby given that the Twe
Page 5 and 6: Dear Shareholders, The Board of Dir
Page 7: market. As result, TN 32” TV desi
Page 11 and 12: + Includes meeting(s) participated
Page 13 and 14: GENERAL BODY MEETING(S) 1. Location
Page 15 and 16: ) Distribution of Shareholding as o
Page 17 and 18: Glass shells Glass Shells (glass pa
Page 19 and 20: Nature of the Statute Nature of the
Page 21 and 22: Particulars PROFIT AND LOSS ACCOUNT
Page 23 and 24: As at 30th Sept., 2008 (Rupees in M
Page 25 and 26: SCHEDULE 6 : INVESTMENTS As at 30th
Page 27 and 28: SCHEDULE 6 : INVESTMENTS (Continued
Page 33 and 34: Year ended on 30th Sept., 2008 (Rup
Page 35 and 36: Arbitration Award at US$ 27.02 mill
Page 37 and 38: 30th September, 2008 Funded Gratuit
Page 39 and 40: 30th Sept., 2008 30th Sept., 2007 U
Page 41 and 42: STATEMENT PURSUANT TO SECTION 212 O
Page 43 and 44: Statement pursuant to exemption rec
Page 45 and 46: Particulars CONSOLIDATED BALANCE SH
Page 47 and 48: CONSOLIDATED CASH FLOW STATEMENT FO
Page 49 and 50: hypothecation of all the movables,
Page 51 and 52: SCHEDULES TO PROFIT AND LOSS ACCOUN
Page 53 and 54: Name of the Associate VB (Brazil) P
Page 55 and 56: application on July 7th, 2005 and a
Page 57 and 58: ii) Key Management Personnel - Mr.
Page 59 and 60:
PROXY FORM VIDEOCON INDUSTRIES LIMI
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