Saloralntemational Ltd. October 09, 2019

The Secretary, BSELimited. Phiroze leejeebhoy Towers, DaIaI Street, l4umbai-400 0O1. CompanyScrip Codei 5OO37O

Sub: Submission of Annual ReDort for Financial year 2018_19

Dear Sir,

Pursuant to the Regulation 34 of the SEBI (Listing RegLrlations & Disclosure Requirements) Regulations, 2O.l,S,r,,te are submitting herewith 50th Annual Repont of the companyfor the Financiat yean 2018 _19 as approved and adopted in 50th AnnuaI General t4eetifg of the coropany held on Saturday, 28th Septemben,2019 at India Islamic Cultural Centre, 87 88, Lodhi Road,New Dethl-110 oo3.

Kindly take the sameon your record.

Thanking you,

Yours faithfully,

ComorateOfiice : B-50,Sector€o, Phase-ll, Noida-201305, uttar Prad6sh, Phone I 012G4885503 Rogd.Ofrice: D13/4, Okhla IndusirialArea, PtFll, New Delhi-l10 020, Ph. : 011-40552341,l^bb6it6 : wwwEalora.com CIN: 17,1899DL 1368 PLC004962, Email : [email protected]

50th ANNUAL REPORT 2018–19

BOARD OF DIRECTORS GOPAL SITARAM JIWARAJKA – Chairman & Managing Director GAUTAM KHAITAN – Chairman Audit Committee & Independent Director TARUN JIWARAJKA – Whole Time Director & CFO CONTENTS Page NEETU JIWARAJKA – Executive Director AGM Notice 2 SANJEEV KAUL DUGGAL – Independent Director Directors’ Report 12 KARNA SINGH MEHTA – Independent Director Corporate Governance Report 33 Management’s Discussion & Analysis 45 COMPANY SECRETARY Ms. SILKY GUPTA Company’s Standalone Financial Statement Report of the Auditors 49 AUDITORS Balance Sheet 54 R. GOPAL & ASSOCIATES, STATUTORY AUDITORS Statement of Profit & Loss 55 SCV & CO. LLP, INTERNAL AUDITORS Cash Flow Statement 57 GURVINDER CHOPRA & CO., COST AUDITORS Notes to Financial Statements 59 NAVNEET K. ARORA & CO. LLP, SECRETARIAL AUDITORS Consolidated Financial Statement Report of the Auditors 90 BANKERS Balance Sheet 94 STATE BANK OF INDIA CANARA BANK Statement of Profit & Loss 96 HDFC BANK LTD. Cash Flow Statement 98 Notes to Financial Statements 100 REGISTERED OFFICE Proxy & Attendance Slip SALORA INTERNATIONAL LTD. D – 13/4, OKHLA INDUSTRIAL AREA, PHASE – II, NEW DELHI – 110 020. CIN L74899DL1968PLC004962 [email protected]

CORPORATE OFFICE & MANUFACURING PLANTS ANNUAL GENERAL MEETING PLOT NO. B – 31 to 34 & 50 to 53, SECTOR – 80, NOIDA (U.P.) Day : Saturday th REGISTRAR & SHARE TRANSFER AGENTS Date : 28 September, 2019 SKYLINE FINANCIAL SERVICES PVT. LTD. Time : 11.00 am D-153-A, 1st FLOOR, OKHLA INDUSTRIAL AREA, PHASE -I, Venue : India Islamic Cultural Centre, 87-88, Lodhi Road, NEW DELHI-110020 Lodhi Gardens, Lodi Estate, New Delhi-110003 Tel. No. 011-26812682,83 & 84 Fax:30857562 Note : Members are requested to bring their copy of the Email: [email protected] Annual Report to the Meeting.

Visit us at www.salora.com SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTICE TO THE 50TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 50th Annual General Meeting of Salora International Limited will be held on Saturday, 28th September, 2019 at 11.00 A.M. at India Islamic Cultural Centre, 87-88, Lodhi Road, Lodhi Estate, New Delhi – 110 003 to transact the following business: ORDINARY BUSINESS Item No.1 – To receive, consider and adopt: a. The Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Reports of Board of Directors and the Auditors’ thereon; and b. The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Reports of the Auditors’ thereon. Item No.2 - Appointment of a Director in place of Smt. Neetu Jiwarajka (DIN 00025570), who retires by rotation To appoint director in place of Smt. Neetu Jiwarajka (DIN 00025570), who retires by rotation and being eligible, offers herself for re- appointment. SPECIAL BUSINESS Item No. 3 – Appointment of Shri Sanjeev Kaul Duggal as an Independent Director To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Shri Sanjeev Kaul Duggal (DIN 00004977), who was appointed as an Independent Director at the 45th Annual General Meeting of the Company and who holds office up to August 06, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years

Notice commencing with effect from August 07, 2019 up to August 06, 2024.” Item No. 4 – Appointment of Shri Gopal Sitaram Jiwarajka, as Managing Director To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any applicable provisions of the Companies Act, 2013 and any rules made there under, read with Schedule V of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time and Articles of Association of the Company and subject to such approvals as may be necessary and further subject to the approvals of Shareholders and further approval of the Central Government, if necessary, Shri Gopal Sitaram Jiwarajka (DIN 0024325) be and is hereby re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st July, 2019 to 30th June, 2022 on the following terms of remuneration: 1. Salary: Rs.4,27,500/- (Rupees Four Lacs Twenty Seven Thousand Five Hundred Only) per month; 2. Executive Pay: Rs 2,14,000/- (Rupees Two Lacs Fourteen Thousand Only) per month; 3. Perquisites: Perquisites shall be distributed in two categories Category A- a) House Rent Allowance @ 60% of basic salary; b) Reimbursement of expenses incurred on Gas, Electricity and Water; c) Reimbursement of medical expenses actually incurred for self and family; d) Fees of clubs subject to maximum of two clubs shall be borne by the Company but admission fee and life membership fee shall not be paid; e) Provision of Company’s car for use on Company’s business and for personal use, mobile and telephone at residence and long distance personal calls on telephone will be charged by the Company; Category B- Perquisites not included in computation of total managerial remuneration ceiling as per schedule V; a) Company’s contribution towards Provident Fund, Annuity Fund, if any, shall be made as per rules of the Company but to the extent

2 Notice (Silky Gupta ) Company Secretary Salora International Ltd. By Order of the Board of Directors , be and is hereby ratified and approved”. 3 NOTES pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the provisions of the Companies of Section 148 and all other applicable pursuant to the provisions these are not taxable under the Income Tax Act, 1961; Tax taxable under the Income these are not completed salary for each year of service; Gratuity shall be paid equal to half month’s one in a year; which is 21 days Encashment of earned leave tenure as per at the end of permitted rules of the Company, The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts concerning Act, the business The Explanatory Statement pursuant to Section 102 of the Companies The relevant details required under Regulation 36(3) of SEBI (Listing Obligations under Item No. 3 to 5 of the Notice is annexed hereto. and Disclosure Requirements) Regulations, Listing 2015 (“SEBI Regulations”) and Secretarial Standards on General Meetings issued AGM are also by the Institute of Company Secretaries of India, in respect of the directors seeking appointment re-appointment / at this annexed. PROXY A APPOINT TO MEETING IS ENTITLED GENERAL ANNUAL THE AT VOTE AND ATTEND TO ENTITLED MEMBER A MEMBER OF THE A NEED NOT BE AND THE PROXY OF HIMSELF/HERSELF INSTEAD POLL A VOTE ON AND ATTEND TO OFFICE, DULY REGISTERED THE COMPANY’S AT MUST BE DEPOSITED BE EFFECTIVE PROXIES IN ORDER TO COMPANY. OF THE MEETING. AND SIGNED NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT COMPLETED per cent of (10) person can act as a proxy on behalf of not exceeding fifty members and holding in the aggregate not more than ten A ten (10) per cent of the total share capital of member holding more than A the total share capital of the Company carrying voting rights. the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or member. AGM are requested to send a certified copy of the Corporate members intending to send their authorized representative to attend the AGM. authorizing them to attend and vote on their behalf at the Resolution to the Company, Register of Members Register and will remain close of the Company 22.09.2019 to during the period from Transfer The Share Annual General Meeting. 28.09.2019 (both days inclusive) for the purpose of annual report duly Attendance Slip enclosed with the Authorized Representatives are requested to bring, their Members / Proxies and ID and Client ID / Folio No. to attend the meeting. completed and signed, mentioning therein DP Members, holding shares in dematerialized bank form are requested to intimate all changes pertaining to their bank details such as change mandates, nominations, code, name of the bank and branch details, MICR Code and IFSC power of attorney, account number, etc., to their depository participant Changes intimated (DP). to the DP of address, change of name, e-mail address, contact number, Transfer and Registrar Company’s the and Company the help will which records Company’s the in reflected automatically be then will Regd. Office: Area, Phase – II, D – 13/4, Okhla Industrial 020 New Delhi – 110 CIN L74899DL1968PLC004962 [email protected] b) c) of actual entertainment, be entitled for the reimbursement Director shall Sitaram Jiwarajka, Managing Shri Gopal THAT FURTHER RESOLVED business.” the Company’s him in connection with expenses incurred by and lodging travelling, boarding, are interested or concerned in Jiwarajka Tarun Neetu Jiwarajka and Shri except Shri Gopal Sitaram Jiwarajka, Smt. None of the Directors this resolution. Auditors to Cost Item No. 5 – Remuneration as an Ordinary Resolution: without modification(s), the following resolution consider and if thought fit, to pass with or To THAT “RESOLVED the force), in being time the for thereof, re-enactment or modification(s) statutory any (including 2014 Rules, Auditors) and (Audit Companies of Accountants, to conduct the audit Cost Co., M/s. Gurvinder Chopra & by the Board of Directors of the Company Auditors appointed Cost reimbursement and GST applicable plus Rs.40,000/- of remuneration paid be 2019-20, year financial the for Company the of records cost the of pocket expenses, of actual travel and out by them in connection that may be incurred audit, as recommended by the with the aforesaid of Directors of the Company Audit Committee and approved by the Board 2. 3. 4. 5. Dated: 25.05.2019 Place: New Delhi 1. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Agents, M/s. Skyline Financial Services Pvt. Ltd. (SKYLINE) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to SKYLINE. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to SKYLINE. 6. Members are holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or SKYLINE for assistance in this regard. 7. Members holding shares in physical form, in identical order of names, in more than one folio, are requested to send to the Company or SKYLINE, the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. 8. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. 9. Members seeking any information with regard to annual accounts, are requested to write to the Company at least seven working days prior to the meeting, so as to enable the Management to keep information ready at the AGM. 10. As per the provisions of Section 72 of the Act, the facility for making nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same. Members holding shares in physical form may submit their nomination in Form 2B to SKYLINE. Members holding shares in electronic form may write to their respective depository participant. 11. There were no unclaimed and unpaid dividend amounts lying pending with the company. 12. The Notice of 50th AGM along with Annual Report 2018-19 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members please note that this Notice and Annual Report 2018-19 will also be available on the Company’s website viz. www.salora.com 13. Pursuant to the third proviso of Section 136 (1) audited annual accounts of subsidiary company is uploaded on the website of the Notice Company and members who are interested in obtaining the annual accounts of subsidiary company at any point of time, may write to the Company Secretary at the Registered Office of the Company. The annual accounts of subsidiary company shall be kept available at the head office of the Company for inspection by any member during working hours. 14. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on any day between 10.00 A.M. to 4.00 P.M. except holidays and shall also be available at the meeting. 15. The information required in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Corporate Governance Report annexed to the Directors’ Report which is published in the 50th Annual Report 2018-19. 16. To support the `Green Initiative’, Members who have not registered their e-mail addresses are requested to register the same with their DPs / SKYLINE. 17. At the 48th AGM held on 13th September, 2017 the Members approved appointment of M/s. R. Gopal & Associates, Chartered Accountants, (Firm Registration No.000846C), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 53rd AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuingAGM. 18. The route map showing directions to reach the venue of the 50th AGM is annexed. 19. Members can contact Ms. Silky Gupta, Company Secretary, on Alternate Tel. No. 0120-4885528 for any query relating to Annual General Meeting (AGM). 20. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given at Point No.24 below. Resolution(s) passed by Members through e-voting is / are deemed to have been passed as if they have been passed at the AGM. 21. The Board of Directors has appointed CS Navneet Arora, Company Secretary in practice (FCS No.3214 & Certificate of practice

4 Notice when prompted - PASSWORD - 5 USER ID - EVEN (E-Voting Event Number) (E-Voting Open the PDF file attached ‘SIL e-Voting.pdf’ to the e-mail, using yourPassword’. Client‘Initial ID/an Foliois No.PDF asin password.provided ThePassword PDFthe file that note Please e-voting. for Password and ID User your contains Open web browser by typing the following URL: either on a Personal Computer or on a mobile. https:// www.evoting.nsdl.com/ Once the home page of system e-Voting is launched, click on the icon “Login” which is available under ‘Shareholders’ section. ‘Login’. as noted in step (i) above and click ‘Initial Password’ and Insert ‘User ID’ Password of your choice. Change the Password with a new Please keep a note Password change menu will appear. not to share your Password with any person and take utmost care to of the new Password. It is strongly recommended keep it confidential. Cycles Voting Active - Home page of e-voting will open. Click on e-Voting Salora International Limited Event Number) of (E-Voting Select ‘EVEN’ page opens Now you are ready for e-voting as ‘Cast Vote’ and click on ‘Submit’. Click on ‘Confirm’ Cast your vote by selecting appropriate option Upon confirmation, the message ‘Vote cast successfully’ will be displayed cast successfully’ Upon confirmation, the message ‘Vote Once you have voted on the resolution, you will not be allowed to modify your vote etc.) are required to send scanned NRI, copy (PDF/JPG Institutional shareholders (i.e. other than individuals, HUF, along with attested specimen signature of the duly authorized Authority Letter, Format) of the relevant Board Resolution/ signatory(ies) who are authorized to vote, to the Scrutinizer by an e-mail at [email protected] with copy to [email protected]. Initial Password is provided, as follows, along with Notice of Annual General Meeting. Initial Password is provided, as follows, along with Notice of Please follow all steps from Sr. No. (ii) to Sr. No. (xii) above, to cast vote. No. (ii) to Sr. Please followSr. all steps from In case of Members receiving an e-mail from NSDL: In case of Members receiving an e-mail from i) ii) iii) iv) v) vi) vii) viii) ix) x) xi) xii) In case of Shareholders receiving physical copy of the Notice of Annual General Meeting. In case of Shareholders receiving physical copy of the Notice of (i) (ii) (a) (b) In case of any queries, you may refer to and the Asked (FAQs) ‘e-voting ‘Frequently Questions’ user available manual’ in downloads e-voting website www.evoting.nsdl.com. section of NSDL’s for e-voting then you can ID and Password for casting vote. use your existing User If you are already registered with NSDL The voting rights shall be as per the number of equity share held by the Member(s) as on 21.09.2019. Members are eligible to cast vote electronically only if they are holding shares as on that date. No.3005) and failing him CS Arvinder Singh Kindra, Company Secretary in practice (FCS No.3521 & Certificate of practice No.17737), No.17737), practice of Certificate & No.3521 (FCS practice in Secretary Company Kindra, Singh Arvinder CS him failing and No.3005) Malviya Nagar, Secretaries Company Geeta at E-8/1, LGF Near situated Mandir, Bhawan & Co. LLP, Arora M/s. Partners of Navneet K as the Scrutinizers, No.LLPIN-AAJ-0972) (Registration for conducting process poll and remote e-voting the voting / 110017 New Delhi, transparent manner. in a fair and AGM and the The facility through electronic for voting, either shall also be made available or polling paper voting system at the their right to vote at vote by remote e-voting shall be able to exercise meeting who have not already cast their Members attending the the AGM. AGM but shall not be entitled to cast AGM may also attend the The Members who have cast their vote by remote e-voting prior to the their vote again. DISTRIBUTED BE IN LIEU OF GIFTS WILL OR CASH NO GIFTS / GIFT COUPONS NOTE THAT KINDLY MAY SHAREHOLDERS THE BY FRAMED STANDARDS SECRETARIAL THE UNDER PROHIBITED BEEN SAME HAS THE AS MEETING, THE AT MEETING. FOR HOLDING GENERAL OF INDIA SECRETARIES INSTITUTE OF COMPANY The instructions for e-voting are as under: Annual for facilitating e-voting for with National Securities Depository Limited (NSDL) The Company has entered into an arrangement The instructions for e-voting are as under: General Meeting. III. IV. II. 22. 23. 24. PROCEDURE FOR E-VOTING I. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

V. The Electronic voting period shall commence at 9.00 A.M. on 25th September, 2019 and will end at 5:00 p.m. on 27th September, 2019. The e-voting module shall be disabled by NSDL at 5:00 p.m. on the same day. VI. In terms of provisions of Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in order to enable its members, who do not have access to e-voting facility, polling facility will be provided at the AGM. VII. The results declared along with the Scrutinizer’s report shall be placed on the Company’s website www.salora.com and on the website of NSDL www.evoting.nsdl.com within three days of the passing of the resolutions at the 50th Annual General Meeting of the Company on 28th September, 2019 and communicated to the BSE Limited, where the shares of the Company are listed.

By Order of the Board of Directors Salora International Ltd. Regd. Office: D – 13/4, Okhla Industrial Area, Phase – II, New Delhi – 110 020 CIN L74899DL1968PLC004962 [email protected] (Silky Gupta) Company Secretary

Dated: 25.05.2019 Place: New Delhi Notice

6 Explanatory Statement - Notice (Silky Gupta) Company Secretary Salora International Ltd. By Order of the Board of Directors 7 Regd. Office: Area, Phase – II, D – 13/4, Okhla Industrial 020 New Delhi – 110 CIN L74899DL1968PLC004962 [email protected]

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ACT, COMPANIES 102 OF THE SECTION PURSUANT TO STATEMENT EXPLANATORY 2013 Act, explanatory (“Act”), the following statement sets out all material facts relating to the As required by Section 102 of the Companies Notice: Nos. 3 to 5 of the accompanying under Item business mentioned Item No. 3 proposes the re-appointment the Board of Directors Committee, and Remuneration of Nomination Based on recommendation of Sanjeev to liable not 2024, August, 6th to 2019 August, 7th from years five of term second a for Director, Independent as 00004977) (DIN Duggal Kaul General Meeting (“AGM”) of the Company Annual Director at the 45th Kaul Duggal was appointed as Independent retire by rotation. Sanjeev Member, a from notice a writing in received Act the of 160(1) Section of terms in has, Company The 2019. August, 6th to up office holds and for the office of Director. proposing his candidature the performance The Board, based on evaluation and recommendation of Nomination and Remuneration Committee, considers given that his background, experience and contribution, the continued association of Sanjeev Kaul Duggal would be beneficial to the Company and it to avail his services as Independent Director. is desirable to continue Notice. Annexure to this Sanjeev Kaul Duggal, has been given in the Further details of Shri to his re-appointment. None or interested, in the Resolutions relating and his respective relatives are concerned Shri Sanjeev Kaul Duggal Personnel of the other Directors and Key Managerial of the Company and their respective relatives, is, in any way concerned or interested, set out at Item No. 3 of the Notice. financially or otherwise, in the resolutions Item No. 4 of and the Board Jiwarajka, Managing Director of the Company expires on 30th June, 2019 Gopal Sitaram The present tenure of Shri 2019, considered of Nomination and Remuneration Committee the report held on 25th May, Directors of the Company has in its meeting constituted by the Board recommending the Company to approve the remuneration payable to Shri Gopal Jiwarajka Sitaram (DIN 00024325), Managing Director of the Company; to restore his remuneration at the level of remuneration company which was paid to him by during the discussed The Board the various aspects to the of the report Committee and analyzed the amount of Salary term of his previous appointment. The Board approved the payable to Shri Gopal Sitaram Jiwarajka, Managing Director. and other perquisites forming part of remuneration Annual General of the members in the ensuing Remuneration Committee and agreed to seek approval recommendation of the Nomination & 2013. Act, as approved by the Board, in terms of Schedule V of the Companies Meeting on the terms, conditions and remuneration Annexure to this Notice. have been given in the Further details of Shri Gopal Sitaram Jiwarajka to the extent of the remuneration proposed in the aforesaid Shri Gopal Sitaram Jiwarajka is interested resolution. Smt. Neetu Jiwarajka, Sitaram Jiwarajka and Director & CFO of the Company is related to Shri Gopal Time Jiwarajka, Whole Tarun Executive Director and Shri no other director is interested or concerned, financially or otherwise, in the resolution. deemed to be interested in this resolution and Item No. 5 Auditors) Rules, 2014, the Company is Act, 2013 and Rule 14 of the Companies (Audit and In pursuance of Section 148 of the Companies cost records of the applicable products of the Company. required to appoint a cost auditor to audit the Board has, considered and approved the 2019, the at its meeting held on 25th May, Audit Committee On the recommendation of the appointment of M/s. Gurvinder Chopra & Co., Cost Accountants as the Cost Auditor for the of out of pocket expenses. and reimbursement Rs.40,000/- per annum plus applicable GST financial year 2019-20 at a remuneration of / Key Managerial Personnel of the Company / The Board recommends this resolution for approval of the Members. None of the Directors is interested or concerned, financially or otherwise, in the resolution. their relatives, in any way, Dated: 25.05.2019 Place: New Delhi SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Details of Directors seeking Re-appointment at the Annual General Meeting in compliance of SS-2 issued by ICSI and information pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forming part of Ex- planatory Statement:

Particulars Smt. Neetu Jiwarajka Shri Sanjeev Kaul Duggal Shri Gopal Sitaram Jiwarajka Date of Birth (Age) 04.09.1960 09.12.1961 15.06.1960 Date of Appointment in the 30.06.2016 28.10.2005 28.08.1987 Company DIN No. 00025570 00004977 00024325 Qualification Graduate - Graduate Experience Experience in marketing and Over 30 years of experience across business development of life the fields of manufacturing, marketing style products and consumer goods, telecom & IT products. Directorship held in other public - 1 3 companies Membership/ Chairmanship of - - 2 committees of other companies 2 Relationship with other Directors/ Shri Gopal Sitaram N.A. Smt. Neetu Jiwarajka, Executive MD/ KMPs Jiwarajka, Chairman & Director, and Shri Tarun Jiwarajka, Managing Director, and Shri Whole Time Director Tarun Jiwarajka, Whole Time Director Shareholding in the Company 731410 - 2339011 Present Remuneration Rs.7,20,000/- - Rs.1,20,00,000/- Remuneration Last drawn Rs.6,98,826/- - Rs.6,06,235/- Annexure - Notice

By Order of the Board of Directors Salora International Ltd. Regd. Office: D – 13/4, Okhla Industrial Area, Phase – II, New Delhi – 110 020 CIN L74899DL1968PLC004962 (Silky Gupta) [email protected] Company Secretary

Dated: 25.05.2019 Place: New Delhi

8 Annexure - Notice 572.50 (-) 325.11 (-)487.85 : : : Manufacturing of Smart LED / LED TVs, CRT TV, Speakers, TV, TVs, CRT Manufacturing / LED of Smart LED TV battery, charger, Mobile Phone Tower, Speaker Theater, Home machine and Refrigerator Components, Washing Products Telecom & Distribution of IT Products Distribution of Life style Wind Power Generation 9 • • • • 29.11.1968 Not Applicable (Rs. in lacs) i. EBITD ii. PBT iii. PAT No foreign collaboration or investment Provided in the Corporate Governance Not applicable for “Creating Award of Institute of Economic Studies & Award Udyog Rattan Advantage in Global Economy” of Delhi School of Economics. Corporate Non Executive & Independent Director Audit Committee meetings Sitting fee for attending Board & Not Applicable he has Except holding position of Non Executive & Independent Director, no other pecuniary relationship with the Company. Provided in the Corporate Governance Past Remuneration of Shri Gopal Sitaram Jiwarajka, Managing Director of the company is within the managerial remuneration limit approved by the members earlier. NIL Shri Gopal Sitaram Jiwarajka, taking is care of Company Business operations with his rich experience in manufacturing, marketing, finance, and administration. He has been associated with Company from last 30 years. In view of his varied and vast experience, the Board has bestowed the above responsibilities on him. AGM Notice. Provided in relevant Resolution in the having regard The remuneration for the similar position in the industry, to the size of the Company and profile of personsproposed remuneration of Shri Gopal Sitaram Jiwarajka. is not less than the Nature of Industry Date or expected date of Commencement of commercial Date or expected date production. In case of new company, expected of commencement date In case of new company, of activities as per project approved by financial institutions appearing in the prospectus. Financial performance based on given indicators Foreign investment or collaborations, if any I. GENERAL INFORAMTION I. GENERAL 1. 2. 3. 4. 5. (A) SHRI SANJEEV KAUL DUGGAL DUGGAL (A) SHRI SANJEEV KAUL (1) Background details : (2) Past remuneration : (3) Recognition or awards : (4) Job profile and his suitability : (5) Remuneration proposed : respect to industry (6) Comparative remuneration profile with (7) Pecuniary relationship or indirectly directly with the Company or relationship the managerial with personnel, if any JIWARAJKA SITARAM (B) SHRI GOPAL (1) Background details : (2) Past remuneration : (3) Recognition or awards : (4) Job profile and his suitability : (5) Remuneration proposed : (6) Comparative remuneration profile with respect to industry STATEMENT PURSUANT TO SCHEDULE V PART II SECTION – II II SECTION PART SCHEDULE V TO PURSUANT STATEMENT II INFORAMTION ABOUT THE APPOINTEE SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

(7) Pecuniary relationship directly or indirectly with the Except holding position of Managing Director and drawing remuneration Company or relationship with the managerial personnel, if any and as shareholder, he has no other pecuniary relationship with the Company. He is relative of Shri Tarun Jiwarajka, Whole Time Director & CFO and Smt. Neetu Jiwarajka, Executive Director.

III OTHER INFORMATION

(1) Reasons of loss or inadequate profits: During the FY 2018-19, suspension of Mobile phone business, drop in demand for components due to no production of CRT TV & impact of grey market on LED TV Business.

(2) Steps taken or proposed to be taken for improvement The Company is taking all essential steps with utmost concern for future growth and stability of business which inter-alia includes: • Trading of Apple phones and laptop, through which company has shown an improvement in overall performance during the year. • Growth in consumer durables like Company has introduced 50 / 55 / 65 Inch televisions to meet demand. • Salora has launched semi-automated washing machine.

Though the company has been incurring losses but with the launch new products and new alliances for distribution business it expects turnaround and return to profitability

(3) Expected increase in productivity and profits in measurable Rigorous efforts are being made to improve remarkable productivity and terms : profits of the Company.

IV DISCLOSURE

The following disclosures shall be mentioned in the Board of Director’s report Provided in the Corporate Governance under the heading “Corporate Governance”, if any, attached to the annual Annexure - Notice report. (i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the directors; (ii) Details of fixed components and performance linked incentives along with the performance criteria (iii) Service contracts, notice period, severance fees. (iv) Stock option details, if any, and whether the same has been issued at the discount as well as the period over which accrued and over which exercisable. By Order of the Board of Directors Salora International Ltd. Regd. Office: D-13/4, Okhla Industrial Area Phase – II, New Delhi – 110 020 CIN L74899DL1968PLC004962 (Silky Gupta) Email: [email protected] Company Secretary.

Dated: 25.05.2019 Place: New Delhi

10 Annexure - Notice Annexure – A THIRD HOLDER SECOND HOLDER 11 FIRST HOLDER FIRST Mobile / Telephone No Telephone Mobile / Email Id MICR No IFSC No Branch Address Bank name Bank A/c No (Kindly attach name printed cancel A/c No Bank cheque / attested copy of passbook) PAN (Attached (Attached Self attested copy) First Holder PAN Third Holder Second Holder Folio No Name of Shareholders 3. ———————————————— 3. ———————————————— 2. ———————————————— 2. ———————————————— 1. ———————————————— 1. ———————————————— Name of Shareholder(s) Signature of Shareholder(s) In terms of Securities and Exchange Board of India circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018. I/We hereby April 20, 2018. I/We dated of India circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 In terms of Securities and Exchange Board furnish the required details as follows: Sir, Unit – SALORA INTERNATIONAL LIMITED INTERNATIONAL Unit – SALORA SKYLINE FINANCIAL SERVICES PRIVATE LIMITED PRIVATE SERVICES SKYLINE FINANCIAL D-153A, Ist Floor, Area, Phase-I, Okhla Industrial 020. New Delhi – 110 To, Directors’ Report SALORA INTERNATIONAL LIMITED 3. 2. ANNUAL REPORT 2018-19 previous financialyearshavebeentabledbelow: of figures performance the with along 2019 March, 31st ended year financial the for Company the of performance financial the of view in beenprepared has the company with theIndian accordance Standards (“Ind Accounting AS”). A quick of statement financial The 1. March, 2019. StatementsfortheFinancial Audited Financial Year ended31st Your Directorsarepleasedtopresent50th Annual Reportand Dear Members, Particulars Operations Net Sales /Income from Business Add: OtherIncome Net Sales Less: ExciseDuty Total Increase /(Decrease)instock Less: TotalExpenditure Operating Profit Less: Interest Less: Depreciation& Amortization Profit beforeexceptionalitem&tax Less: ExceptionalItem Profit beforetax Current Tax Less: Provisionfortaxes Earlier Year:Deferred Tax Deferred Tax Earlier Year:Income Tax Balance carriedtoSheet Other comprehensiveincome Profit /(Loss)aftertax

and Protection Fund), established by the Government of India. by theGovernment and ProtectionFund), established due withtheCompany fortransfertoIEPF(Investor Education Now,or is available dividend noamountofunpaid/unclaimed EDUCATION AND PROTECTIONFUND TRANSFERUNCLAIMED OF DIVIDEND TOINVESTOR recommended anydividendthis year also. theBoardofDirectorshasnot losses, In viewofaccumulated DIVIDEND FINANCIAL RESULTS (STAND ALONE) DIRECTORS’ REPORT - 17516.34 17516.34 17668.85 17096.35 - (162.74) (494.74) (487.85) 2018-19 (325.11) (325.11) 572.50 702.68 194.93 (6.89) - 85.48 67.03 - - ( ` inLacs) (1422.85) (1422.85) (1004.03) (1004.70) 12800.00 13233.44 13810.84 12746.11 (577.40) 2017-18 459.60 634.44 418.15 211.01 53.89 27.73 0.67 - - - - 12 4.

dynamic business segment. We segment. business dynamic manufacture featurephones efforts are beingtakentostrengthenour footstepsinthis ofmobilephonesinthepastandpositive the manufacturing segment. phones mobile on doing been we have Although company hasreduced its focus Due tointensecompetition business segments. and doneinthis words thatthereismorewhichcan beachieve in its conclusive and empathetically of thecompanyispositive in thissegment. scope fordoingbusiness The management company,as capacity production of lot is there that consider its speaker enhance the companyplanstoaggressively On reviewingtheperformanceof of company Audio-Division market. measure would definitely shift the consumer sentiments in the of itscustomers. to various Low CostEMIFacility All these measures toboostthesalelikeinterestsubsidy,permissible all theother The managementofthecompanyisalsoexploring Brand ‘SALORA’ SmartLED TV willincrease. company’sseason, festive of itsown performanceinselling signs ofgrowthinfutureandthecoming there arepositive As perreviewofperformanceSALORA BRAND LED TV, successfully forayedintomarketeitherdirectlyorindirectly. desires. to suithousehold technology The Companyhas The Companyhasadoptedthebestandmostsophisticated cool Refrigerators. Recently Companylaunchedrangeofdirect advancements. innovative productsandincorporatingtechnological on launching its focus to sustain durable items of consumer supplier and manufacturer the leading emerged Salora has realms likeConsumerElectronics, Telecom andLifestyle. helps ustoserveindiverse enriched experienceinelectronics of Over threedecades service. retail andafter-sales marketing, distribution, chain management, supply manufacturing, procurement, and sourcing in interests with entity diversified life, SaloraInternationalLtd.todayhasemergedasa in everybody's With thevisionofspreadinghappiness these products. with year current in improvement hoping formore is Company washing machineofitsownbrand. launched semi-automated Salora has of LEDSegment. demand meet theincreasing Smart LED 50 /5565Inch launched has Company TVs to an improvementduetotradingof Apple phonesandlaptop. shown has the company performance During theyearoverall financial year. the operatinglossofRs.577.40lacsincurredduringlast against lakhs Rs.572.50 of profit operating earned Company year. Itsnetsalesincreasedby27.51%in2018-19. year financial current financial last the in crores Rs.127.46 to compared as 2018-19 the in crores Rs.175.16 of sales net under review,During theperiod has achieved theCompany PROSPECTS REVIEW OF BUSINESS OPERATIONS AND FUTURE Directors’ Report RESEARCH AND RESEARCH DEVELOPMENT The information regarding Research & Development as Act, 2013 of the Companies Section 134 (3)(m) required under 8(3) of the Companies read with Rule (Accounts) Rules, 2014 is provided in Annexure-‘I’ to this report forming an integral part of this report. AND DEVELOPMENT CONCERNING STATEMENT OF THE MANAGEMENT OF RISK IMPLEMENTATION COMPANY A well defined risk management framework has been put in and evaluate and assess the potential risk place to identify, challenges and determine the process to mitigate and manage the same. evaluate, Detailed exercise has been carried out to identify, manage the potential and monitor risks to the operations of The Board periodically reviews the risks and the Company. suggests and manage the same. steps to be taken to mitigate Audit Committee of the Company with the help of periodical representations is internal audit reports and management’s identifying and evaluating all possible risk and inform the Board with their possible recommendations to hedge those risk and minimization there procedures. In the opinion of the Board is no risk that may threaten the existence of the Company’s business. UNDER POLICY RESPONSIBILITY SOCIAL CORPORATE THE COMPANIES THE PROVISION OF SECTION 135 OF 2013 ACT, Act, 2013 is not applicable The Section 135 of the Companies on the Company. INVESTMENTS LOANS, GUARANTEES OR There were no loans, guarantees or investments made by the Company exceeding the limit as specified under Section Act, 2013 during the year under 186 of the Companies review and particulars of loans given, investments made, under Schedule V guarantees given and securities provided of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the purpose for which the loan or & 13 of the standalone guarantee are provided in Note No. 11 financial statement. TRANSACTIONS PARTY RELATED Audit Committee, The Board has, on recommendation of the adopted a policy to regulate transactions between the This policy is in compliance Company and its Related Parties. Act, 2013, with the applicable provisions of the Companies and Rules made thereunder and SEBI (Listing Obligations This policy and Disclosure Requirements) Regulations, 2015. website at: www.salora.com is available on the company’s All related party transactions entered during the year under Length Arm’s review were in ordinary course of business, on Basis and in compliance with the applicable provisions of 2013 and SEBI (Listing Obligations Act, and the Companies Disclosure Requirements) Regulations, 2015. For transactions which are foreseen and repetitive in nature, omnibus approval

8. 9. 10. 11. 12. 13 The information on conservation of energy, technology The information on conservation of energy, absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure-‘I’ to this report forming an integral part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, TECHNOLOGY OF ENERGY, CONSERVATION AND OUTGO FOREIGN EXCHANGE EARNINGS and smart phones (2G, 3G, 4G/LTE, VoLTE and CDMA). On and VoLTE phones (2G, 3G, 4G/LTE, and smart of ever middle in reach to be company claims it pricing page in rural areas. income group spread class and lower critically has been The management analyzing the further increase sales and and taking steps to performance results better of confident is Company The rationalization. cost year. in the current financial The equity of the Company are listed shares at BSE Limited were also listed The equity shares of the Company (“BSE”). on National Stock Exchange of India Limited (“NSE”) but on NSE. suspended from trading given by the Board of Directors in its Pursuant to approval application filed Company the 2019, 09, March on held meeting equity shares from the for voluntary delisting of Company’s on March 25, 2019, in terms of regulation 6 and 7 of the NSE of Equity Securities and Exchange Board of India (Delisting Shares) Regulations, 2009 Delisting (“SEBI Regulations”) no. NSE/ vide its Reference which was approved by NSE has April 03, 2019 pursuant to which NSE LIST/78155 dated withdrawn (delisted) the admission to dealing in securities of April 25, 2019. the Company w.e.f. listed The Equity Shares of the Company will remain on BSE of the Company having nationwide terminals and shareholders shall continue to avail the benefits of listing BSE. and trading on In this regard, the Company has made necessary disclosures required under SEBI Delisting Regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure and NSE. Requirements) Regulations, 2015 to the BSE ANY, IF COMMITMENT, AND CHANGES MATERIAL POSITION OF THE THE FINANCIAL AFFECTING YEAR THE FINANCIAL DURING OCCURRED COMPANY AND RELATE STATEMENT THIS FINANCIAL WHICH TO OF THE REPORT THE DATE No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year of the Company i.e. 31st March, 2019 and the date of 2019. Report i.e. 25th May, Directors’ Further, there were no significant or material orders passed impacting the going Tribunals by the Regulators or Courts or operation in future. concern status and company’s

5 LISTING/DELISTING 6. 7. Directors’ Report 14. 13. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 have madefollowing EmphasisofMatters: the auditors However, statements. financial standalone the oradverse reservations or the Statutory by made remarks of Auditors Yourfor Company qualifications no were There AUDITORS’ REPORT Rules, 2014. (Audit and 148 readwithRule14oftheCompanies Auditors) Section of terms in members the of ratification the to subject expenses. and outofpocket travel actual is The remuneration of andreimbursement of Rs.40,000/-plustaxesasapplicable the Company for the financial year 2019-20 at a remuneration of records accounting of cost the audit to conduct Accountants Chopra &Co.Cost M/s. Gurvinder Audit Committee,appointed on 25thMay,held meeting of the recommendation the on 2019 Accordingly,at its of theCompany the BoardofDirectors records auditedbyaCost Auditor. Rules, 2014,Companyisrequiredtogetitscostaccounting with theCompanies(CostRecordsand Audit) Amendment Pursuant to Section 148(2)of the Companies Act, 2013read Cost Auditors of theCompanyforfinancialyear2019-20. Co.LLP, asSecretarial Auditor,Secretarial forconducting Audit 25th May,Navneet K M/s. 2019,hasre-appointed Arora and of Company.of the Audit firm on held meeting its The Boardat a Co.LLP, and Arora the Secretarial to undertake Practice, in Secretaries Company K Navneet M/s. appointed Personnel) Rules,2014,theCompanyhad of Managerial 2013 and and Remuneration (Appointment The Companies of Section204theCompanies Pursuant totheprovisions Act, Secretarial Auditor included intheNoticeforthis AGM. at theensuing AGM andanoteinrespectofsamehas been auditors statutory of appointment of ratification for proposed effect7, 2018. from May Accordingly,being is noresolution done awaybytheCompanies(Amendment) Act, 2017with been has AGM every at Members by ratification for auditors requirement toplacethematterrelatingappointmentof by Membersatevery AGM, ifsorequiredunderthe Act. The appointment their of ratification to subject AGM, 53rd the of of five years from the conclusion of that AGM till the conclusion as Statutory Auditors of the Company to hold office for a period Chartered Accountants, (FirmRegistrationNo.No.000846C), approved appointmentofM/s.R.Gopal& Associates, At the48th AGM heldon13thSeptember, 2017theMembers Statutory Auditors AUDITORS financial statements forming integral part of this Annual Report. Party Transactionsout inNoteNo.41ofthestandalone set Attention of the membersisdrawn to thedisclosureofRelated transactions. specifying innature,valueandtermsconditionsofthe before the Audit Committeefor its reviewonaquarterlybasis, year. A statementofallRelatedParty Transactions isplaced of Audit Committee is obtained at the beginning of the financial 14

iii) ii) i) has beenconsideredgood. and ModvatRs.7.82lakhs Service taxRs.14.74lakhs tax Rs.109.82lakhs, Rs.335.98 lakhs,Income tax of Sales recoverable undisputed statutorydues has material The Company not probable. is resources of economic outflow that and favorable will be contingencies the outcomeofthese based onlegal advice, that believes management various forums.However before and pending contested bythecompany Rs. 862.40 lakhswhichare which amountdeposited Income taxetc.against duty,tax, Excise to Sales Rs.6482.77 lakhsrelated of liabilities Contingent disposal /realization. accounted foratthetimeof shall be on inventories ifany,provision, additional are notbelowcost. The from ageinginventories considered. Sale done Rs.169.53 lakhshasbeen against whichprovisionof includes oldinventories lakhs atcostwhich 2019 ofRs.5445.51 March, inventories asat31st The Company’s has Emphasis ofMatters above isasunder: –wise Management’sas made of Matter Emphasis to the response point Statements-The Emphasis ofMattersmadebythe Statutory Auditor and Financial Standalone For : : : be receive ASAP.receive be in processandits isexpectedto lakhs fromUP VAT authorities is refund ofRs60.32 and received refund tax Excise/Service lakhs GSTRs. 5.75lakhs andRs5.25 date on As statements. financial necessary inthe considered at thisstageis against there good andnoprovision are recoverableandconsidered balances the all that opinion the favour. The managementisof in thecasesofrealisationits The companyhasstrongfactors of Company. ex-parte order,against infavour and orderisawaited, completed shortly aspersonalhearingwas Appeal ofGujaratwillbedecided in favourofCompanyaswell Chennai highCourthasdecided ofChennaiVAT,the liabilities of variousstagesandagainst liabilities, Appeal isintheprocess the company.of said Inrespect most likelytobeinfavourof are the the outcomes and claim that allthelitigation the opinion of is management the Therefore, all thelitigationinitsfavour. strong factorsinthecasesof has by expert,thecompany Based ontheopinionrendered e-commerce portals. sale oftheseproductsthrough The Companyisalsoexpecting during upcomingfestivalseason. better saleofthisinventory season. Companyexpects in futureandnearfestive of growth signs There arepositive inventories arenotbelowcost. and Saledonefromageing condition are insaleable goods is gettinggoodresponseasall Company ageing of inventories. making effort to reduce the is regularlary The company Management’s response Directors’ Report Management’s reply Management’s Management’s response Management’s As per Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, and Refund) Rules, Transfer 2016, Company is in the process of sending individual notices, Registrar and through Company’s Share Agent, Transfer Skyline Financial Services Private Limited to the shareholders, who have not claimed dividend for the last seven years for transfer Company will of shares to IEPF. also publish in two newspaper (Financial Express and Jan Satta) the notice for the attention of the shareholders of the Company in respect of transfer Though the company has been company has been Though the incurring lossesexpects it and accordingly turnaround has recognized tax, deferred owing to reasonable certainty taxable of availability of future assets. income to realize such factors The company has strong in the cases of realisation Therefore, the in its favour. management is of the opinion that all the balances are recoverable and considered good and no provision there against at this stage is necessary considered in the financial statements. : : : Observation Note: With regard to remaining Emphasis of Matters along With regard to remaining Emphasis Note: Consolidated Financial response of with Management’s (i), (ii), (iii), Statements are same as stated in point number Financial (iv) and (vi) of Emphasis of Matters of Standalone Statements. The audited financial statement drawn up both on standalone and consolidated basis for the financial year of the Ind-AS 31, 2019, in accordance with the requirements ended March Rules. REPORT AUDITORS’ SECRETARIAL The Report contains observation. Auditors’ The Secretarial Auditor and Management reply observation of the Secretarial with respect to it is as follows: Emphasis of Matters Emphasis The Company has material The Company has material undisputed statutory GST dues recoverable of Rs.104.28 lakhs, Service tax Rs.22 lakhs, Excise Duty Rs.4.54 lakhs and sales tax Rs.3.73 lakhs has been considered good. For deferred tax assets on For deferred depreciation unabsorbed and business losses etc. recognized amounting to as Rs.104.52 lakhs (net) the at 31st March, 2019, as management is confident for realization of the same. The Company was required but has not transferred 1,11,060 Equity Shares of Rs. 10/- each held by 807 shareholders to IEPF pursuant to Section 124 Act, (6) of the Companies 2013. Further the company has received letter from Investor Education and Protection Authority Ministry of fund (GOI) vide Affairs, Corporate its letter No.17/1/2018/IEPFA/ INSP2/206(4)/CFI/1F44NF/733, dated 05/09/2018 which was replied vide the Company letter dated October 17.2018 ii) i) 15. 15 Though the company has been company has been Though the incurring losses the but with launch of new products and new distribution business alliances for and return it expects turnaround to profitability and accordingly has recognized deferred tax, owing to reasonable certainty taxable of availability of future assets. income to realize such sold the The Company has 2019 shares on 30th March, but not transferred due to dematerialization of shares pending hence considered as demat investment. However, account has been opened subsequently year end to the and transfer formalities shall be Company The completed shortly. has also received consideration Rs.173.00 lakhs till date Management is in the process to reconcile / confirmationsbalances and expect that there of will be no material impact on the Accordingly statements. financial considered good. : : : The observations and comments given by the Auditors in The observations and comments given by the their report read together with notes on financial statements are self explanatory particularly Note No. 43,44,45,46,47,48( standalone financials) as treated be to same the hence and financials) (consolidated and NoteAct. explanation provided under Section 134 of the No. 39,40,41,42,43, For Consolidated Financial Statements-The point –wise Auditor and Statutory Emphasis of Matters made by the response to the Emphasis of Matter made as Management’s above is as under: For deferred tax assets on For deferred depreciation, unabsorbed losses, business provisions impairment and capital losses etc. recognized net of deferred tax liability on account in block of of difference fixedassets as at to Rs.1834.64 lakhs amounting the 31st March, 2019, as management is confident for realization of the same. The company holds Investments of Rs.341.48 lakhs in its subsidiary Salora Component Limited which has net worth of Rs.89.54 lakhs as on 31st March, 2019. Company has entered into Share Purchase agreement dated 30th March, 2019 to sell the shares at cost, subject to the terms and conditions of this agreement and in consideration for thereof sell and transfer of shares on compliance of all transfer formalities. Pending statement of accounts/ confirmations/ follow up documents of old debit balances of certain trade payables and advances amounting to Rs.84.37 lakhs have been considered good, as the management is hopeful of recovery of the same. iv) v) vi)

Directors’ Report SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 19. 18. 17. 16. attached tothisreport. Report of the Secretarial Auditors’ is furnished in Annexure-‘II’ and is

deliberations at thesemeetings. deliberations gap between The intervening the in participated actively meeting the attending directors All November, 2018,14thFebruary,2019. 2019 and 9thMarch, year financial the during 2018-19 on28thMay, 2018,10th August, 2018,12th held were meetings Board Five THE YEAR UNDER REVIEW NUMBER OF BOARDMEETINGSCONDUCTED DURING this report. of part integral an forming Report this to Annexure-‘III’ in provided is 2014 Rules, administration) and (Management Companies 12 ofthe read withRule 92 of Section provisions The extractof Annual ReturninMGT- 9pursuanttothe EXTRACT OF ANNUAL RETURN periods. in relationtotheCompanyandalsoduringcertainprohibited information price sensitive of unpublished while inpossession of theCompanybyaninsider,in theshares dealing prohibits information. price sensitive The Company’s Code,interalia, of Practice& Procedure forfairdisclosureofunpublished Trading byInsidersand(b)CodeofFairDisclosure(c) and ConductforRegulating,MonitoringReportingof 2015, theCompanyframed(a)CodeofInternalProcedures In Terms oftheSEBI(Prohibition ofInsider Trading) Regulations, TRADING COMPANY’S POLICY ONPREVENTION OF INSIDER section. Committee and Remuneration report underNomination this Report, formingintegralpartof in theCorporateGovernance of theCompanies 178 Section disclosed been has Act, 2013 (3) of sub-section per as matters other and the directors of determining qualification, positive attributes and independence appointment andremunerationincludingcriteriafor The BoardofDirectorshasadoptedapolicyondirectors’ DISCHARGE OFTHEIRDUTIES APPOINTMENT, PAYMENT OF REMUNERATION AND COMPANY’S POLICY RELATING TO DIRECTORS com. on itswebsiteatwww.salora. shares duefortransfertoIEPF of suchshareholdersand details the also upload will Company and refund)Rules,2016. The Transfer Audit, (Accounting, fund (IEPF) protection Authority with InvestorEducationand the Companies Act, 2013read requirement ofSection124(6) with in accordance Account, and ProtectionFund(IEPF) Company toInvestorEducation of equitysharesthe 16 20. 23. 22. 21.

f. e. d. c. b. a. ability confirmthat: and to thebestoftheirknowledge Act, 2013thedirectors Pursuant totheprovisionsofSection134(5)Companies DIRECTORS’ RESPONSIBILITY STATEMENT Corporate Governance’. on ‘Report the in provided been have meeting Board the of \ DisclosureRequirements)Regulations,2015.Moredetails the Companies and Act, 2013andSEBI(ListingObligations under prescribed the period was within two meetings any 2018. Director (PromoterGroup) w.e.f.Executive 5thNovember, Non of office the from resigned Jiwarajka, Devi Savitri Smt. Executive IndependentDirector w.e.f. 28thSeptember, 2018 Shri Patanjali Govind Keswani, resigned from the office of Non PERSONNEL CHANGES IN DIRECTORS AND KEY MANAGERIAL the Companies Act, 2013. within theambit ofSection73 the yearunderreportfalling during any deposits The Companyhasnotaccepted/received DEPOSITS /associate company.The Companyhasnojointventure Report. this Annual is Company of subsidiary of part Form in forms in AOC-1 Annexure-‘IV’which furnished performance financial The Ltd. Components Salora i.e. subsidiary one have Company The COMPANIES VENTURES AND ASSOCIATEJOINT SUBSIDIARIES, effectively. were adequateandoperating systems and thatsuch laws of allapplicable with theprovisions compliance to ensure proper systems had devised the directors andwere adequate are operating effectively; controls financial internal to befollowedbytheCompanyandthatsuch controls financial internal proper down laid have directors the concern basis; on agoing the directorshavepreparedannualaccounts preventing anddetectingfraudotherirregularities; 2013 forsafeguardingtheassetsofcompanyand of theCompanies with theprovisions accordance Act, care sufficient and for maintenanceofadequateaccountingrecordsin proper taken have directors the company forthatperiod; at the end of financial year and of the profit / (loss) of the a trueandfairviewofthestateaffairs ofthecompany that arereasonableandprudentsoastogive estimates and judgments made and consistently applied them and policies the directorshaveselectedsuchaccounting departures; to material relating with properexplanation along standards “IND accounting AS” have beenfollowed applicable of theannualaccounts, in preparation Annexure - Directors’ Report SHARE CAPITAL Ltd. (BSE) was listed at BSE Shares of the Company The Equity The Board of India Ltd. (NSE). Stock Exchange of and National meeting held on 09.03.2019 the Company in their Directors of of of equity shares for voluntary delisting had consented Stock Exchange of India Ltd., the Company from National Mumbai and Company filed application for voluntary delisting March 25, 2019, on the NSE equity shares from of Company’s 6 and 7 of the Securities and Exchange in terms of regulation of Equity Shares) Regulations, 2009 Board of India (Delisting (“SEBI Delisting Regulations”) approved which was by NSE April 03, 2019 NSE/LIST/78155 dated vide its Reference no. pursuant has withdrawn (delisted) to which NSE admission the April 25, 2019. of the Company w.e.f. to dealing in securities of all formalities, voluntary delisting has taken completion After 2019-20 has been paid Year Financial place. Listing fee for the to BSE Ltd. of Equity Shares of the Company in dematerialized Trading 28.08.2000 in form is compulsory for all shareholders w.e.f. terms of the Notification issued by SEBI. The Company has achieved higher level of dematerialization with 98.24% of the total number of Equity Shares being held in the electronic & CDSL). mode with two depositories (NSDL OF EMPLOYEES PARTICULARS Act read with The information required Section under 197 of the Remuneration of rule 5(1) of the Companies (Appointment and Managerial Personnel) Rules, 2014 is set out Annexure-‘V’ in forming part of this Report. REPORT GOVERNANCE CORPORATE The Company has complied with the corporate governance Act, 2013, and as requirements the Companies under (Listing Obligations stipulated under the SEBI and Disclosure on separate section A Requirements) Regulations, 2015. Corporate Governance SEBI (Listing under the Obligations and Disclosure Requirements) Regulations, 2015 forming part certificate A Annexure-‘VI’. as annexed is Report Annual this of Practicing Company Arora & Co.LLP, from M/s. Navneet K. Secretary (COP No.3005) confirmingCorporate Governance is given Annexure-‘VII’ forming in part the compliance of Annual Report. of this MANAGEMENT AND ANALYSIS DISCUSSION As per Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a separate section on Analysis is set out in the Management Discussion and forming part of this Report. Annexure-‘VIII’ THEIR AND SYSTEMS CONTROL FINANCIAL INTERNAL ADEQUACY Adequate internal control systems, commensurate with size, operations have been put scale and complexity of company’s in place to ensure compliance with policies and procedures. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business,

28. 29. DEMATERIALISATION 30. 31. 32. 33. 17 Redress the complaints in this regard. Prevent sexual harassment at the of women workers workplace; and Shri Gautam Khaitan, Chairman Shri Gautam Khaitan, Shri Sanjeev Kaul Duggal, Member Shri Karna Singh Mehta, Member

The Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/ The Company or harassment of women workers in any form. has in place an Internal Complaints Committee to inter-alia: 1) 2) DISCLOSURE UNDER SEXUAL HARASSMENT OF HARASSMENT SEXUAL UNDER DISCLOSURE PROHIBITION (PREVENTION, WORKPLACE AT WOMEN VIGIL PROVIDING AND 2013 ACT, REDRESSAL) AND MECHANISM Shri Patanjali Govind Keswani resigned from the membership 28.09.2018 of the committee w.e.f. MECHANISM VIGIL Policy which The Company has in place a Whistle Blower provides a mechanism for employees Board Members / and others to raise good faith concerns about violation of any gross applicable laws / Code of Conduct of the Company, wastage or misappropriation of funds, substantial or specific abuse of authority or danger to public health and safety, the individuals take to protect who and unethical behavior such action from retaliation threat of retaliation or any and Audit also provides for direct access to the Chairman of the mechanism is reviewed The functioning of the Vigil Committee. to time. Audit Committee from time by the Audit The Whistle Blowers are not denied access to the The details of the Whistle Blower Committee of the Board. Governance and on Corporate Policy are given in the Report website at: www.salora. are also available on the Company’s com The above composition of the Audit Committee consists of all The above composition of the independent directors. 2) 3) Ms. Silky & as Company Secretary Gupta was appointed Compliance Officer of the Company in place of 14.02.2019 w.e.f. Faisal Farooq Shri Mohd. DIRECTORS OF INDEPENDENT DECLARATION submitted declarations Directors have All Independent confirming that they meet criteria the Act, 2013 prescribed Section 149(6) of the Companies under of independence, as of the SEBI (Listing and Regulation 16(1)(b) Obligations and Disclosure Regulations, Requirements) 2015. Independent Company’s the with compliance confirmed also have Directors the financial year 2018-19. code of conduct during AUDIT COMMITTEE OF OF COMPOSITION DISCLOSURE Audit Committee consists of the following members: The 1)

During the year under review, the Company did not receive any During the year under review, complaint.

26. 27.

24. 25.

Annexure - Directors’ Report 34. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 the Board,itsCommitteesandofDirectors. of Remuneration Committeealsoreviewedtheperformance directors. Chairman andotherexecutive The Nominationand evaluated theBoard’s performance,performanceofthe of theconcerneddirector).IndependentDirectorscollectively and eachoftheDirectors(withoutparticipation committees, its of itself, The Boardhascarriedoutperformanceevaluation EVALUATION OFBOARD AND INDIVIDUAL DIRECTORS theinternal review financial controlsperiodically. Auditors Statutory The of and coverage areas. specific scope of modification / enhancement for The reviewed bythe regularly is Audit scope Audit Committee observations. on theaudit by themanagement taken actions financial as well as disclosures. The Audit Committeeisbriefedaboutcorrective systems control internal of adequacy on the views their and convey meetings Audit Committee The Internal Auditors andStatutory attend Auditors regularly operations toensuretheireffectivenessand implementation. The Audit Committeeregularlyreviewsthesystemsand guidelines anddeterminesauthoritylevelprocesses. policy documents Committee, Audit the to findings its reports well-defined a which undertakestimeboundauditsand organization, comprises mechanism control internal The financial disclosures. accounting records,andthetimelypreparationofreliable of the and completeness frauds anderrors,theaccuracy of and detection the prevention of itsassets, safeguarding 18 Place: NewDelhi Date: 25.05.2019 35. to theircontinuedsupportinfuture. Company’sfor the critical success. forward look Directors The been which has levels, at all of theemployees dedication thecontinuingcommitmentand The Directorsalsocommend co-operation. for their and agencies departments Government concerned various statesinIndia,Governmentsofcountriesand and academicpartners,GovernmentofIndia,Governments customers, vendors,investors receive fromitsemployees, support andcooperation,whichtheCompanycontinuesto for The Directorswishtoplaceonrecordtheirappreciation ACKNOWLEDGEMENTS a commonvisiontoturnorganizationgoalsintoreality. shared and effectively and efficiently performing were whole, Committees andtheBoardasa directors, of theindividual each that note on the concluded evaluation The performance For andonbehalfoftheBoardDirectors Chairman &ManagingDirector (Gopal SitaramJiwarajka) Salora InternationalLtd. DIN:00024325 Annexure - Directors’ Report with waterproof cones, compatible with PA system. with waterproof cones, compatible with PA music system “Saregama Caarvan”. Bluetooth connectivity & wireless microphone & 8”-Woofer sizes- 3”-satellite,4”-Mid Range,6.5”-Woofer are equipped TV with state of the art technology like These LED HDR, ultra high resolution etc. connectivity. Panel, TV technology to manufacture open cell based LED TV company further enhanced its capability to assemble LED panels up to 50” size. workforce and also further cost reduction. The Company has taken appropriate steps for conservation taken appropriate steps for conservation The Company has of energy by using energy efficient equipments i.e. LED lights in factory boundary & at Production floor & workshops and creating awareness of energy. in the employees for conservation N.A N.A. Research and Development (R&D) Audio systems: Speaker & speaker developed 4” Automotive in Rail Coaches for mounting (a) in the popular (b) Developed 2” woofer with rich bass, for mounting 4.1Ch & 5.1Ch with (c) Introduced a Home theatre range of 2.1Ch, Bluetooth connectivity Audio system with Tower Introduced 2.0Ch (d) audio system in Tower (e) Speakers developed for Home theatre & LED TV: with size 50”, 55” and 65”. TV high range LED (a) Developed new TV with internet & Mobile phone (b) Developed new 32” Smart LED TV Panel assembly After successful adaptation of up to 32” LED This creates job opening for large no of skilled and unskilled Home appliances: Automated washing Machines in the started development of Semi We beginning of year and successfully launched product in the market. 19 : : : CONSERVATION OF ENGERY OF ENGERY CONSERVATION CONSERVATION ON OR IMPACT TAKEN THE STEPS OF ENERGY THE STEPS TAKEN BY THE COMPANY FOR THE COMPANY BY TAKEN THE STEPS SOURCES OF ENERGY ALTERNATE UTILIZING ON ENERGY INVESTMENT THE CAPITAL EQUIPMENTS CONSERVATION ABSORPTION, ADOPTION AND TECHNOLOGY INNOVATION TECHNOLOGY MADE IN THE EFFORTS ABSORPTION A. (a) (b) (c) B. a) Annexure-‘I’ 8 RULE WITH 2013 READ ACT, 134(3)(m) OF THE COMPANIES SECTION TO PURSUANT PARTICULARS CONTAINING STATEMENT RULES, 2014. (ACCOUNTS) OF THE COMPANIES Annexure - Directors’ Report SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 Place: NewDelhi Date: 25.05.2019 (d) (c) C. (b) iv) iii) ii) i) THE BEGINNINGOF THE FINANCIAL YEAR) FROM LASTRECKONED DURING THE THREE YEARS IN CASE OFIMPORTED TECHNOLOGY (IMPORTED DEVELOPMENT ORIMPORT SUBSTITUTION IMPROVEMENT, COST REDUCTION, PRODUCT THE BENEFITS DERIVED LIKE PRODUCT THE EXPENDITURE INCURRED ON RESEARCH & DEVELOPMENT TOTAL FOREIGNEXCHANGEUSED AND EARNED actual outflows. year andtheforeignexchangeoutgoduringintermsof The foreignexchangeearnedintermsofactualinflowsduringthe FOREIGN EXCHANGEEARNINGS AND OUTGO (a) Total (b) Foreign Exchangeearned Foreign Exchangeused

taken place,andthereasonsthereof has not if notfullyabsorbed,areaswhereabsorption absorbed whether thetechnologybeenfully the yearofimport imported the detailsoftechnology Capital Recurring : 20

N. A. (d) (c) (b) (a) Better controlofquality. Cost effectiveness andreducedependenceontheimport. In technologyatparwiththemarket. penetration intothemarket. With increasedportfolioofLED TV models,companyhasdeep : : : business purposeandmarketpenetration. staffs& Engineering todifferentfor countries of Marketing and visit of goods for import year Foreign Exchangemainlyusedduringthe

--- (Rs. inlacs) For andonbehalfoftheBoardDirectors 2018-19 2018-19 624.51 ------=== 0.24 0.24 -- Chairman &ManagingDirector (Gopal SitaramJiwarajka) Salora InternationalLtd. (Rs. inlacs) --- 2017-18 DIN:00024325 2017-18 2366.26 ------=== 0.18 0.18 ------Annexure - Directors’ Report The company will redress the investors’ The company will redress the investors’ grievances (if any) for a minimum period of one year from the date of delisting. The company will disclose the fact of delisting in delisting. the after prepared report annual first the The Employees State Insurance Act 1948 and The Act 1948 and The Employees State Insurance Employees State Insurance (General) Regulation, 1950 The Employees State Insurance Rules, 1950. and The Employees Provident Fund & Miscellaneous The Employees Deposit-Linked Act 1952 & Provisions to an Issue and Share Transfer Agents) Regulations, Agents) Regulations, Transfer to an Issue and Share and dealing with Act 1993 regarding the Companies The Company was not engaged in the activities client - a issue and also not acting as relating to Registrar to Agent hence the said Regulations were Transfer Share during the audit period. not applicable to the Company Board of India (Issue of The Securities and Exchange Capital and Disclosure Requirements) Regulations, 2009. Board of India (Share The Securities and Exchange Regulations, 2014. Based Employee Benefits) (Issue and The Securities and Exchange Board of India Listing of Debt Securities) Regulations, 2008. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. of India (Delisting The Securities and Exchange Board The Board in of Equity Shares) Regulations, 2009- decided for its Meeting held on 09th March, 2019 of Equity Share from the National Delisting Voluntary Stock Exchange of India Limited (NSE) without giving exist opportunity to the shareholders as per Regulation of India 6 and 7 of Securities and Exchange Board 2009. NSE (Delisting of Equity Shares) Regulation, dated 03rd NSE/LIST/78155 vide its Reference No.- April, 2019 passed the order for withdrawn (delisted) of April, 2019 subject to 25th security of the Company w.e.f the following conditions- a. b. [No such Transaction was held during the financial year hence the Regulations stated at (v) d) to g) above were not g) to hence the Regulations stated at (v) d) applicable on the Company during the audit period]. Labour, Environment & Other following specificAudit was conducted as an Acts / Laws for which Secretarial applicable overview test check basis audit and was generally based / relied upon on the documents provided to us, Management Confirmation Certificate Audit& other Report and Certificates given by other Professionals, the Company has complied with Acts / Laws applicable to the Company during the the following audit period: a. b. d) e) f) g) h) (iv) 21 Secretarial Audit Secretarial Report [For the Financial Year ended on 31st March 2019] ended Year [For the Financial SALORA INTERNATIONAL INTERNATIONAL SALORA [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 Act, 2013 and Rule Companies Section 204(1) of the [Pursuant to of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Managerial Personnel) and Remuneration of (Appointment of the Companies The Securities and Exchange Board of India (Substantial Regulations, Takeovers) Acquisition of Shares and 2011; The Securities and Exchange Board of India (Prohibition Regulations, 2015; Trading) of Insider The Securities and Exchange Board of India (Registrars books, papers, minute books, forms and returns filed and b) c) The Securities Contracts Act (Regulation) 1956 and (‘SCRA’) The Securities Contracts the rules made there under and (Regulation) Rules 1957. 1996 and the Regulations and Bye-laws Act, The Depositories framed thereunder; Act, 1999 and the Rules Foreign Exchange Management and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.- No such transaction was held during the financial year hence the said Act, Rules and Regulations were not applicable to the Company during the audit period; The following Regulations and Guidelines prescribed under the Securities and Exchange Board of Act, India 1992 (‘SEBI Act’): — a) The Companies Act, 2013 (the Act) and the Rules made Act, 2013 (the The Companies thereunder;

To, The Members, LIMITED INTERNATIONAL SALORA Area Okhla Industrial Regd. Office: D- 13/4, Phase II, New Delhi- 110020 Audit of the compliance of the Secretarial have conducted We applicable statutory provisions and the adherence to good corporate No. (CIN LIMITED INTERNATIONAL practices by SALORA the Company). (hereinafter called L74899DL1968PLC004962) Audit was conducted that provided us a in a manner Secretarial reasonable for evaluating basis conducts the corporate / statutory on. compliances and expressing our opinion there Based on our verification of the (iii) (iv) (v) LIMITED (ii) other records maintained by the Company and also the information other records maintained by the Company provided by the Company, Audit, we hereby representatives during the conduct of Secretarial its officers, agents and during the audit period report that in our opinion, the Company has, authorized with complied 2019 March 31st on ended year financial the covering the statutory provisions listed hereunder and also that the Company has proper Board - Processes and Compliance -Mechanism in to the reporting made place to the extent, in the manner and subject hereinafter: minute books, forms and have examined the books, papers, We returns filed and other records maintainedby the Company for the to the provisions of: period ended on 31st March 2019 according (i) Annexure – II Annexure Annexure - Directors’ Report SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 the followings: Weof clauses with theapplicable compliance examined havealso 1) We furtherreport that: which wasrepliedvidetheCompany letterdated17/10/2018. 17/1/2018/IEPFA/INSP2/206(4)/CFI/1F44NF/733, dated 05/09/2018 of Corporate Authority Ministry Affairs, (GOI)videitsletterNo. has receivedletterfromInvestorEducationandProtectionfund to Section124(6)oftheCompanies Act, 2013.Furtherthecompany to IEPFpursuant Shares ofRs.10/-eachheldby807shareholders The Companywasrequiredbuthasnottransferred1,11,060 Equity as mentionedaboveexcept- of the provisions Standards, etc Act, Rules,Regulations, Guidelines, with the During theperiodunderreviewCompanyhascomplied designated professionals. other thesame and audit since financial statutory laws, by review tax to subject been have andindirect direct like laws, financial We have not examinedcompliancebytheCompanywithapplicable k. j. i. h. g. f. e. d. c. (ii) (i) changes in the composition of the Board of Directors that of theBoard ofDirectors composition the in changes Directors, Independent DirectorsandWomen Director. The Directors, Non-Executive with properbalanceofExecutive The BoardofDirectorsthe Company isdulyconstituted Fund Scheme,1952. Insurance Scheme,1976andEmployeesProvident The Electricity Act, 2003andtheElectricityRules,1956. 2004. The Explosives Act, 1884andGasCylinderRules, Movement) Rules2008andotherEnvironmentLaws. Waste (ManagementHandling & Transboundry Environment (Protection)Rules1986&Hazardous Environment (Protection) Act 1986readwith The theMaternity and 1961 Benefit Rules,1963. Act Benefit Maternity The (Prevention, ProhibitionandRedressal)Rules2013. with The SexualHarassmentofWomen atWorkplace and Redressal) (Prevention, Prohibition Act 2013read The SexualHarassmentofWomen atWork Place Rules, 1950. Minimum Wages Act 1948&MinimumWages (Central) Workmen’s CompensationRules,1924. The Workmen’s Compensation Act 1923& The Gratuity (Central)Rules,1972. The PaymentofGratuity Act 1972andthePaymentof Bonus Rules.1975. The PaymentofBonus of Payment the and Act 1965 and NationalStockExchangeofIndiaLimited. withBSE Limited 2015 inrespectlistingofsecurities Regulations Requirements) Disclosure and Obligations (Listing Board of India & Exchange Securities Company SecretariesofIndia. by issued Standards Secretarial of The Institute 22 of: We furtherreportthatduringtheauditperiod,therewere no instances laws, rules,regulationsandguidelines. Company tomonitorandensurecompliancewithotherapplicable with thesizeandoperationsof the Companycommensurate in processes and systems thereareadequate maintained records We furtherreportthatbasedontheinformationreceivedand 5) 4) 3) 2) and forms an integral part of this report]. part ofthis as “Annexure-A” andformsanintegral annexed [Note: is which date of even with ourletter to beread report is This Date: 25thMay, 2019 Place: NewDelhi d) c) b) a) Conduct &EthicsforDirectorsandManagementPersonnel; independent andcompliancewith the Code of Business their being of appointment, in respectoftheireligibility requirements with thedisclosure The Directorshavecomplied Company, itsDirectorsandOfficers. and Guidelinesframedunderthese Acts against/ on the Companies Act 2013,Depositories Act andRules,Regulations during theyearunderreview were imposed penalties or fines no and initiated prosecution no was There captured andrecordedaspartoftheminutes. members’therefore dissenting viewsarenotrequiredtobe members’dissenting viewsduringtheauditperiodand there wereno by thechairman, signed and duly recorded of theboardandothercommittees the minutesofmeeting as evidentfrom All thedecisionswerecarriedunanimously the meeting. at participation for meaningful and the meeting before items agenda the on clarifications and information further obtaining the directorssubsequently, andasystemexistsforseeking and detailednotesonagendawerealsosentinadvancetoall Board Meetings atleastsevendaysinadvanceandagenda Adequate noticeisgiventoallthedirectorsschedule compliance withtheprovisionsof Act. took placeduringtheperiodunderreviewwerecarriedoutin Foreign TechnicalCollaborations. Merger / etc.and Amalgamation /Reconstruction Redemption /Buy-backofSecurities. Equity. Public /RightsPreferentialIssueofSharesSweat FCS: 3214,COP:3005 Company Secretaries CS Navneet Arora CS Annexure - Directors’ Report Annexure –“A” Annexure Managing Partner CS Navneet Arora FCS: 3214, COP: 3005 23 Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility Our responsibility is to express an opinion Maintenance secretarial of record is the responsibility Company. of the Management of the on our audit. on these secretarial records the audit practices have followed and processes were appropriate to obtain reasonable as assurance about the correctness of We secretarial in reflected are facts correct that ensure to basis test on done was verification The Records. Secretarial the of contents the a reasonable basis for our opinion. and practices, we followed provide believe that the processes records. We have not verified the correctness of financial and appropriateness records and books of accounts of the Company. We Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of to the verification of procedures on test basis. management. Our examination was limited Audit The Report Secretarial is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with of the company. affairs which the management has conducted the Place: New Delhi 2019 Date: 25th May, 1) 2) 3) 4) 5) 6) Our report of even date is to be read along with this letter as under: Our report of even date To, The Members, LIMITED INTERNATIONAL SALORA Area Okhla Industrial Regd. Office: D- 13/4, Phase II, New Delhi- 110020 Annexure - Directors’ Report I. All businessactivitiescontributing10%ormoreofthetotalturnovercompanyshallbestated:- II. 03, 2019pursuanttowhichNSEhaswithdrawn(delisted)theadmissiondealinginsecuritiesofCompanyw.e.f. April 25,2019. Regulations”) whichwasapprovedbyNSEvideitsReference no.NSE/LIST/78155dated Shares) Regulations,2009(“SEBIDelisting April shares fromtheNSE on March25,2019,intermsofregulation6and7theSecuritiesExchangeBoardIndia(DelistingEquity equity Company’s of delisting voluntary for application filed Company and Mumbai Ltd., India of Exchange Stock National from Company *The Board of DirectorstheCompanyintheirmeetingheldon09.03.2019hadconsented for voluntary delistingofequitysharesthe SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 III. Contact Details Address oftheRegisteredoffice Category/ Sub-CategoryoftheCompany Name oftheCompany Registration Date CIN Contact DetailsofRTA Address ofRTA Registrar and Transfer Agent (RTA) Whether ListedCompany Yes/No 1. 1 No. S. Sl. No. 2. PRINCIPAL BUSINESS ACTIVITIES OFTHECOMPANY REGISTRATION AND OTHERDETAILS: PARTICULARS OFHOLDING, SUBSIDIARY AND ASSOCIATE COMPANY(IES) – Salora ComponentLimited Company Name and Address ofthe Phones &accessories,Home Theatre LED of Manufacturing TVs, CRT Mobile and Component TVs its Name andDescriptionofMainProducts/Services Distribution ofIT & Telecom Products [Pursuant tosection92(3)oftheCompanies Act, 2013andrule12(1)oftheCompanies as onthefinancialyearended31 U32301DL2006PLC149584 (Management Administration) Rules,2014] EXTRACT OF ANNUAL RETURN CIN/GLN FORM No.MGT-9 New Delhi-110020 D-13/4 Okhla,Industrial Area, Phase-II, Public LimitedCompany Salora InternationalLimited 29.11.1968 L74899DL1968PLC004962 011 – 26812682-83 Phase-I, NewDelhi-110020 D-153A, 1 Skyline FinancialServicesPrivateLimited YES, ListedonBSEandNSE* Email:[email protected] Ph: +91-11-40552341 24 st Floor, OkhlaIndustrial Area, Holding/ Subsidiary NIC CodeoftheProduct / Associate Subsidiary st

March, 2019 /Service 26401 46524 % ofSharesHeld (79.05%) 34,14,800 % tototalturnoverofthe Company 15% 85% Annexure –III Applicable Section 2(87) Annexure - Directors’ Report

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Year during the % Change

6.35 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 60.37 66.72 66.72 Shares % of Total % of Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

400 100 200 700 Total 558929 5317237 5876166 5876166 31-03-2019 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

cal 400 100 200 700 Physi- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Shares Held at the end of the year at the end of the year Shares Held

Demat 558929 5317237 5876166 5876166

6.35 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 60.37 66.72 66.72 Shares % of Total % of Total 25 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

400 100 200 700 Total 558929 5317237 5876166 5876166 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

01-04-2018 400 100 200 700 Physical Shares held at beginning of the year at beginning of the Shares held 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Demat 558929 5317237 5876166 5876166 Promoters Category of Category of Shareholders Indian Central Govt. Banks/FI State Govt. Individual /HUF Foreign Any Other Bodies Corporate Sub-Total (A)(1) Sub-Total NRI Individuals Other Individuals Bodies Corporate Banks /FI Any Other Public Shareholding Sub-Total (A)(2) Sub-Total Total Share holding Total of Promoters(A) Institutions Mutual Funds Banks/FI Central Government State Government Venture Capital Fund Venture Insurance Companies FIIs Foreign Venture Foreign Venture Capital Fund Any Other Any Other Foreign Sub-Total (B)(1) Sub-Total Category-wise Share Holding Category-wise A S.No. 1 b) e) c) a) 2 f) d)

a) b) c) d) e) B

1 a) b) c) d) e) f) g) h) i) j)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) of Total as percentage Share Capital Breakup (Equity PATTERN SHARE HOLDING i) Annexure - Directors’ Report SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 f) e) e) d) c) b) a) c) 2) C) 1) b) 2) 1) a) 2 Sub-Total (B)(2) With RBI NBFC Registered Foreign Bodies-DR Trust Shareholding (B) Total Public Clearing Members Foreign National Non ResidentIndian HUF Others 1,00,000 capital ExcessofRs. nominal share holders having Individual shares Grand Total & ADRs Custodian forGDRs Shares HeldBy up toRs.1,00,000 nominal sharecapital holders having Individual shares Individuals Overseas Indian Bodies Corporate Non-Institutions 2770756 2770756 8646922 1163385 326596 321831 917440 36638 4691 175

0 0 0 0 0 159678 160378 154577 160378 5101

0 0 0 0 0 0 0 0 0 0 2930434 1072017 8807300 2931134 1168486 326596 321831 36638 4691 175

0 0 0 0 0 26 100.00 33.27 33.28 12.17 13.27 0.00 0.00 0.00 0.00 0.05 0.00 0.42 3.71 0.00 3.65

2775800 2775800 8651966 738186 327281 899139 342331 429729 38959

0 0 0 0 0 0 154634 154634 149933 155334 4701 175

0 0 0 0 0 0 0 0 0 2930434 1049072 8807300 2931134 738186 327281 342331 434430 38959

0 0 0 0 0 0 100.00 33.27 33.28 11.91 0.00 0.00 0.00 8.38 0.00 0.44 3.72 3.89 0.00 0.00 4.93

-0.26 -8.34 0.00 0.00 0.00 8.38 0.00 0.02 0.00 0.01 0.24 0.00 0.00 0.00 0.00

Annexure - Directors’ Report 3.52 0.00 3.52 0.00 0.00 0.00 0.00 0.00 year holding in share % change during the during the 8.38 2.84 2.32 1.18 0.52 0.45 0.45 0.45 0.37 0.34 of Company % of total shares Nil Nil Nil Nil Nil Nil Nil Nil of the year pledge / total shares % of shares % of shares encumbered to 45892 40007 40003 40000 32203 30000 737830 250000 203941 104047 No. of shares - Cumulative Shareholding at the end 8.30 4.23 4.26 6.35 26.56 17.02 66.72 31.03-2019 of the Com. of the Com. % of shares % of shares - 1.27 2.84 0.52 0.45 0.45 0.45 0.37 0.34 2.32 1.18 No. of shares 731410 372741 375087 558929 , 2019. The shares of the Company are traded on a daily , 2019. 2339011 Shareholding at the end of the year i.e. at the end of the Shareholding 1498988 5876166 st of Company % of total shares year Nil Nil Nil Nil Nil Nil Nil Nil 27 pledge / total shares % of Shares % of Shares 45892 40007 40003 40000 30000 encumbered to 32203 111621 250000 203941 104047 No. of shares Shareholding at the beginning of the 3.52 8.30 4.23 4.26 6.35 of the 23.04 17.02 66.72 01-04-2018 Company % of shares % of shares No. of shares 309894 731410 372741 375087 558929 2029117 1498988 5876166 Shareholding at the beginning of the year at the beginning Shareholding Total Top 10 Shareholders* Top JM Financial Services Ltd. (IN30292710000038) Sujay Ajitkumar Hamlai (IN30216410418110) Management Ltd. Technology New Millenium (1203330000287126) Globe Fincap Limited (IN30096610496350) Sachin Srinivas Sawrikar (IN30115122444767) Ashish Chugh (1204980000229481) Mahendra Girdharilal (IN30045010599444) Chhaganlal Meghji Savla (1201120100048669) Aggarwal Vishnukumar (IN30001110250644) Aniruddha Banerjee (1201910101852863) Name of Shareholder Shri Gopal Sitaram Jiwarajka Gopal Jiwarajka (HUF) Smt. Savitri Devi Jiwarajka Smt. Neetu Jiwarajka Jiwarajka Shri Tarun Shri Ayush Jiwarajka Manori Properties Pvt. Ltd. Shareholding of Promoters Shareholding Change in Promoters’ Shareholding (please specify, if there is no change): (please specify, Shareholding Change in Promoters’ ADRs): (Other than Directors, Promoters and Holders of GDRs and Shareholding Pattern of top ten Shareholders S. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. S. No 1. 2. 3. 4. 5. 6. 7. basis and hence date wise increase/ decrease in shareholding is not indicated. *List of top 10 shareholders is taken according to data available as on March 31 i) There is no change in Promoters’ Shareholding recorded during the financial year. There is no change in Promoters’ iv) iii) Annexure - Directors’ Report v) SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 No. S. 1. 4. 4. 3. 2. Shareholding ofDirectorsandKeyManagerialPersonnel For eachoftheDirectorandKMP At thebeginningofyear Gopal SitaramJiwarajka,Chairman&ManagingDirector during theyear) separated if date ofseparation, (or the At theendofyear transfer /bonus/sweatequityetc.) /decrease(e.g.allotment / the reasonsforincrease specifying the year during shareholding in Date wiseincrease/decrease At thebeginningofyear Ms. SilkyGupta,CompanySecretary during theyear) separated if date ofseparation, (or the At theendofyear transfer /bonus/sweatequityetc.) /decrease(e.g.allotment / the reasonsforincrease specifying the year during shareholding in Date wiseincrease/decrease At thebeginningofyear Savitri DeviJiwarajka,Non-ExecutiveDirector during theyear) separated if date ofseparation, (or the At theendofyear transfer /bonus/sweatequityetc.) /decrease(e.g.allotment the reasonsforincrease specifying the year during shareholding in Date wiseincrease/decrease At thebeginningofyear Neetu Jiwarajka,ExecutiveDirector during theyear) separated if date ofseparation, (or the At theendofyear transfer /bonus/sweatequityetc.) /decrease(e.g.allotment the reasonsforincrease specifying the year during shareholding in Date wiseincrease/decrease At thebeginningofyear Tarun Jiwarajka,WholeTime Director&CFO during theyear) separated if date ofseparation, (or the At theendofyear transfer/ bonus/sweatequityetc.) /decrease(e.g.allotment the reasonsforincrease specifying the year during shareholding in Date wiseincrease/decrease 28 No. ofshares 2029117 309894 731410 372741 beginning oftheyear Shareholding atthe ------Company % oftotal shares of 23.04 3.52 8.30 4.23 ------No. ofshares Cumulative Shareholdingat 2339011 2339011 731410 731410 372741 372741 0.00 0.00 the endofyear ------Company % oftotal shares of 26.56 26.56 0.00 0.00 8.30 8.30 4.23 4.23 ------Annexure - Directors’ Report - 32.21 785.54 753.33 654.49 101.19 - - 1408.32 1718.00 1509.51 (Rs./lacs) 0.00 0.00 0.00 0.00 (1063.01) - 3233438 3233438 15120000 Total Amount Total Total Indebtedness Total - - - 0.00 0.00 0.00 0.00 698826 698826 ------

720000 Smt. Neetu Jiwarajka (ED) Deposits - 31.78 731.78 700.00 687.00 101.03 - - 1387.00 1718.00 1488.03 - (1031.00) 0.00 0.00 0.00 0.00 Loans 1922377 1922377 Shri Tarun Shri Tarun 2400000 Unsecured Unsecured Jiwarajka (WTD) - - - 0.43 0.16 53.76 53.33 21.32 21.48 Name of MD/WTD/ED/Manager (32.01) (32.01) - - 29 0.00 0.00 0.00 0.00 606235 606235 12000000 Jiwarajka (MD) Secured Loans Secured Loans excluding deposits Shri Gopal Sitaram Shri Particulars of Remuneration Addition Reduction Salary as per provisions contained in Act, 1961 Tax Sec.17(1) of the Income Value of perquisites u/s 17(2) of the Income Value Act, 1961 Tax Tax Income 17(3) u/s salary of lieu in Profits Act, 1961 Remuneration to Managing Director, Whole-time Director, Executive Director and/or Manager: Whole-time Director, Remuneration to Managing Director, Total (i + ii + iii) Total Principal Amount due Interest accrued but not Interest due but not paid Net Change Principal Amount Interest due but not paid • • Interest accrued but not due Total (i + ii + iii) Total Ceiling as per the Act (Pursuant to the Section II Ceiling as per the Act, 2013 Part II of Schedule V of the Companies and with the consent of Shareholders through Special Resolution) Gross Salary (a) Stock Option Sweat Equity Commission (b) c) - as % of Profit - others, specify Others, please specify Total Total REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL MANAGERIAL AND KEY OF DIRECTORS REMUNERATION A. S. No. Indebtedness at the beginning of the financial Year of the financial Indebtedness at the beginning i) iii) ii) Indebtedness at the end of the financial year Indebtedness at the end of the financial year i) ii) Change in Indebtedness during the financial year Change in Indebtedness iii) 1. 2. 3. 4. 5. vi) INDEBTEDNESS due for payment but not including outstanding/accrued of the Company Indebtedness vii) Annexure - Directors’ Report C. *resigned fromtheofficeofNonExecutiveDirector w.e.f. 05.11.2018 *resigned fromofficeofIndependent&NonExecutiveDirector w.e.f. 28.09.2018 B. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 Place: NewDelhi Date: 25.05.2019 There werenopenalties,punishmentorcompoundingofoffences duringthefinancial yearended31 viii. *Appointed asCompanySecretaryw.e.f. 14.02.2019 #Resigned fromtheofficeofCompanySecretary w.e.f. 29.09.2018 1. No. Sl. 5. 4. 3. 2. No. S. Remuneration toKeyManagerialPersonnelotherthanMD/WTD/ED/Manager Remuneration toIndependentDirectors: PENALTIES/PUNISHMENTS/COMPOUNDING OFOFFENCES: Total (1) • • • a) Gross Salary b) Particulars ofRemuneration c) Total Others, Pleasespecify - Others - as%ofProfit Commission Sweat Equity Stock Option Others, pleasespecify Commission Committee Meetings Fees forattendingBoard/ Particulars ofRemuneration Section 17(1)oftheIncome Tax Act, 1961 in contained per provisions as Salary Act, 1961 Value ofperquisites U/S 17(2) Income Tax Profits in lieu of Salary under Section under 17(3) ofIncome ofSalary Tax Act, 1961 lieu in Profits Shri Gautam Khaitan 40,000 40,000 - - Company Secretary* Ms. SilkyGupta Keswani* Shri P. G. 30 40,000 40,000 118106 118106 - -

------Name ofDirectors Key ManagerialPersonnel Shri S.K. Duggal 40,000 40,000 - - Shri Mohd.FaisalFarooq Company Secretary# Shri K.S. For andonbehalfoftheBoardDirectors 70,000 70,000 Mehta - - st March,2019. 149591 149591

------Devi Jiwarajka* Chairman &ManagingDirector Smt. Savitri 10,000 10,000 (Gopal SitaramJiwarajka) Salora InternationalLtd. DIN:00024325 Total 2,00,000 - - 2,00,000 Amount 267697 267697 Total ------Annexure - Directors’ Report Annexure – IV Annexure DIN: 00024325 Gopal Sitaram Jiwarajka For and on behalf of the Board Chairman & Managing Director

(14,91,410) (30,87,103) Nil 79.05% 14,58,957 (15,95,693) Nil 2,97,05,611 3,86,59,128 (3,42,46,483) 4,32,00,000 Not Applicable 31st March, 2019 Details LTD. COMPONENTS SALORA Silky Gupta Tarun Jiwarajka Tarun DIN No. 00386240 Company Secretary Whole Time Director & CFO Time Whole 31 Form AOC-1 Part “A”: Subsidiaries rule 5 of Companies (Accounts) Rules, 2014) (Accounts) rule 5 of Companies Part “B”: Associates and Joint Ventures Part “B”: subsidiaries/associate companies / joint ventures companies subsidiaries/associate (Pursuant to first proviso to sub-section (3) of section 129 read with (3) of section first proviso to sub-section (Pursuant to Statement containing salient features of the financial statement of of the financial containing salient features Statement (Information in respect of subsidiary to be presented with amounts in Rs.) of subsidiary to be presented with amounts (Information in respect Profit after taxation Proposed Dividend % of shareholding Provision for taxation Profit before taxation Turnover Investments Total Liabilities Total Total assets Total Reserves & surplus Share capital Reporting currency and Exchange rate as on the last date of the relevant Exchange rate as on the last date of the Reporting currency and of foreign subsidiaries financial year in the case Reporting period for the subsidiary concerned, if different from the holding subsidiary Reporting period for the concerned, if different reporting period company’s Particulars Name of the subsidiary 9 8 7 6 5 4 3 2 11 12 13 14 10 1 Sl. No. Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 S K Agarwal As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures – Company doesn’t Associate Companies and Joint Ventures Act, 2013 to related Statement pursuant to Section 129 (3) of the Companies the reporting period. Company during or Joint Venture Associate have any Annexure - Directors’ Report 2. 1. General Note: Annexure –V SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 6. 5. 4. 3. 2. 1. No. Sr. Managerial Personnel includes Chairman and Managing Director,and Managing Chairman includes Personnel Managerial Whole Time Director,Personnel. Director andKeyManagerial Executive asperSection198oftheCompaniesProfit oftheCompanyiscalculated Act,2013 DISCLOSURE INDIRECTORS’ REPORTPURSUANTTO SECTION197(12)OFTHECOMPANIES ACT, 2013READWITH the remunerationpolicyofCompany. per as is remuneration the that Affirmation increase inthemanagerialremuneration. outif for there areanyexceptionalcircumstances point and thereof justification and increase inthemanagerialremuneration year anditscomparisonwiththepercentile financial last the in personnel managerial other thanthe in thesalariesofemployees Averagemade already increase percentile the rollsofcompany The numberofpermanentemployeeson year financial the in employees of remuneration The percentageincreaseinthemedian year. financial the in Secretary Company and Officer Financial Chief Director, each of The percentageincreaseinremuneration year. employees of the company for the financial of the director tothemedianremuneration of each The ratiooftheremuneration Requirements COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL)RULES,2014 (THIS REPORTFORMSPART OFDIRECTORS’ REPORT) Company. the of Policy Remuneration the per as is remuneration the that affirmed hereby is It exceptional circumstancesforincreaseinthemanagerialremuneration. of theCompany.Policy Remuneration other there arenoany this, than Other new KeyManagerialPersonnel. This revisionisinlinewithfactors outlinedin and appointmentof remuneration wasshowinganincrementduetoresignation Managerial Personnelduringtheperiodunderreview. Further, averagemanagerial for Employeesotherthan recorded inremuneration increase There isnoaverage There were108employeesasonMarch31,2019. in medianremunerationcan’tbeascertained. FY,to previous in comparison in numberofemployees *Due todecrease theincrease Nil* *Appointed on14thFebruary, 2019 Ms. SilkyGupta–CS* Shri Tarun Jiwarajka,WTD&CFO Smt. NeetuJiwarajka,ED Shri GopalSitaramJiwarajka-MD 2) Figureshavebeenroundedoff wherever necessary. 1) Forthepurpose,sittingFeespaidtodirectorshavenotbeen Shri Tarun Jiwarajka,WTD Smt. NeetuJiwarajka,ED Shri GopalSitaramJiwarajka,MD Name oftheDirector Disclosure considered asremuneration. 32 N.A. N.A. N.A. N.A. 11.96% 3.17% 53.86% Ratio Annexure - Directors’ Report February, 2019 February, Annexure – VI Annexure th ) Regulations, 2015. ) Regulations, November, 2018, 14 November, th August, 2018, 12 August, 2018, th 33 Listing Obligations and Disclosure Requirements and Disclosure Listing Obligations Designation/ Category Chairman & Managing Director (Promoter & Executive Director) Director & CFO Time Whole (Promoter & Executive Director) Executive Director (Promoter & Executive Director) Non Executive & Independent Director (Chairman Audit Committee) Non Executive & Independent Director (Member Audit Committee) Non Executive & Independent Director (Member Audit Committee) May, 2018, 10 May, th as defined under Regulation 16(1)(b) of the SEBI Listing Regulations CORPORATE GOVERNANCE REPORT CORPORATE Shri Gopal Sitaram Jiwarajka (DIN 00024325) Jiwarajka Shri Tarun (DIN 00386240) Smt. Neetu Jiwarajka (DIN:00025570) Shri Gautam Khaitan (DIN 00021117) Shri Sanjeev Kaul Duggal (DIN 00004977) Shri Karna Singh Mehta (DIN 00128166) Name March, 2019. All directors attending the meeting actively participated in the deliberations at these meetings. The intervening All directors attending the meeting actively participated in the deliberations at these meetings. March, 2019. th 1. 2. 3. 4. 5. 6. S. No. and Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All Independent Act. the The maximum tenure of independent directors is in compliance with Act. of the and Section 149(6) Directors have confirmed that they meet the criteria ofAct. independence the asof 149(6) Section and mentioned under Regulations RegulationListing 16(1)(b) of the SEBI Five Board Meetings were held during the year i.e. on 28 Meetings were Five Board necessary The the meetings. present for all quorum was All Independent Directors are non-executive directors and 9 gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations (Listing Act, 2013 and SEBI gap between any two meetings was within the period as prescribed under the Companies and Disclosure Requirements) Regulations, 2015 None of the Company’s directors hold directorship in more than ten public companies. Further, none of them is a member of more than none of them directors hold directorship in more than ten public companies. Further, None of the Company’s Necessary director. a is she or he which in companies public the all across committees five than more of chairman or committees ten disclosures regarding Committee positions in public other companies as on March 31, 2019 have been made by the Directors. None Jiwarajka. Tarun Jiwarajka and Shri of directors are related to each other except Shri Gopal Sitaram Jiwarajka, Smt. Neetu As on March 31, 2019, the Company has six (6) directors including one women director. Out of six, three directors are Non-Executive As on March 31, 2019, the Company has six (6) directors including one women director. The composition of the Board is in conformity read with Section with Regulation 17 of the SEBI Listing Regulations and Independent. Act, 2013. Companies 149 of the As required under the Companies Act, 2013, two directors are liable to retire by rotation and, if eligible, seek re-appointment at the Act, 2013, two As required under the Companies The AGM and being eligible re-appointment. seeks Smt. Neetu Jiwarajka, liable to retire by rotation at the ensuing AGM of Company. Board has recommended her re-appointment. iii. ii. i. Managing Director, Executive Directors and Employees. In addition the Company has adopted a Code of Conduct for its Non-Executive & Managing Director, The 2013 (“Act”). Act, the Companies in directors as laid down which suitably incorporates the duties of independent Independent Directors of Corporate and Code Trading governance corporate of Conduct for Prevention of Insider further strengthened through Code Company’s with the latest The Company is compliant provisions of the SEBI (Listing Obligations and Code”). Trading Disclosure Practices (“Insider to time. Regulations, 2015 as amended from time Disclosure Requirements) iv. BOARD OF DIRECTORS COMPOSITION COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE GOVERNANCE ON CORPORATE PHILOSOPHY COMPANY’S The on which successful practices constitute the strong foundation corporate governance commercial built to last. enterprises are Effective Company’s philosophy on corporate governance oversees business strategies ethicaland corporateensures behavior fiscal accountability, at large. customers, vendors, investors and the society comprising regulators, employees, and fairness to all stakeholders The company a Code of Conduct for its has adopted transparent and ethical governance practices. legacy The Company has a strong of fair, The Company believes in best corporate governance practice. This been prepared in compliance report has with requirements stipulated The Company believes corporate in best governance practice. V to SEBI ( Section C of Schedule 34(3) read with under Regulation Annexure - Directors’ Report INDEPENDENT DIRECTORS MEETING SALORA INTERNATIONAL LIMITED rich experience of e-commerce business, marketing, finance and administration. He was re-appointed by the Board on 10 Shri TarunWhole Jiwarajka,is TimeDirector &CFOoftheCompany. University,Indiana from a graduate Heis possesses and Bloomington also havingindepthknowledgeofIndianmarketconditionsforbusinesstelecomandIT products. PHD Chamber ofCommerceandIndustry, New Delhi. He serves asanindependentdirectorofLemon Tree HotelsLtd.,New Delhi. He is of director a as serves He goods. consumer and marketing manufacturing, of fields the across experience of years 30 over possesses He Shri Gopal Sitaram Jiwarajka, isChairman& Managing DirectoroftheCompany. graduatefromUniversityofBombay. He is acommerce DETAILS OFEXECUTIVEDIRECTORS ANNUAL REPORT 2018-19 Shri Karna SinghMehta,isalso of EconomicStudies& Award for“CreatingCorporate Advantage inGlobalEconomy”ofDelhiSchoolEconomics. Multinational Indian an TrainingRattan winner ofUdyog the He is 19 countries. over in with operations Company & Skills AwardInstitute of Director oftheCompany.Shri SanjeevKaulDuggal,isIndependent&NonExecutive Heisthefounder&CEOofCentumLearningLimited, FICCI, DelhiHighCourtBar Association, etc. of Delhi. from LawCampus,University Bar he ismemberofInternational in othercompanies, directorships Apart fromholding Association, Law Degree and having is aGraduatefromDelhiUniversity Director oftheCompany & NonExecutive Shri GautamKhaitan,Independent DETAILS OFNON-EXECUTIVEINDEPENDENTDIRECTORS Nebsarai, NewDelhitoempowerandwelfareforchildrenwomen. asofnow,business, Including of Company’sactivities the philanthropically shealsooverlooking trust named“Uttarayan”, in established She islookingafterproductsportfolioandbusinessinLifeStyleDivisionoftheCompany. Sheisalsoliabletoretirebyrotation. Smt. NeetuJiwarajka,isalsoExecutiveDirectorandassociatedwiththeCompanysince4 for furtherperiodoffiveyears,subjecttoapprovaltheshareholders.Heisliableretirebyrotation. BOARD MEETING ATTEDANCE:BOARD exposure toindustryinhiscapacityasdirectorofsomeleadingcompaniesthecorporatesector. of PHDChamberCommerceandIndustry,President Exchange, director ofSEBI,NationalStock like position, a wide has Delhi.ShriMehta Restructuring, ProjectFinancing,BusinessValuation, etc.He has beenare-knownprofessionalintherecentpastandheadedimportant spearing headofM/s.S.S.KothariMehta&Co.,Chartered Planning &Corporate in CorporateFinancial Hehasspecialization Accountants. DETAIL OFCHAIRMANSHIP /DIRECTORSHIP /COMMITTEE MEMBERSHIP INOTHERCOMPANIES *resigned w.e.f. 05.11.2018 *resigned w.e.f. 28.09.2018 1. S. No. 2. 3. 4. 5. 6. 7. 8. Shri KarnaSingh Mehta Shri SanjeevKaulDuggal Shri GautamKhaitan Smt. NeetuJiwarajka Shri TarunJiwarajka Shri GopalSitaramJiwarajka Name ofDirector Shri GopalSitaramJiwarajka Shri TarunJiwarajka Shri GautamKhaitan Shri SanjeevKaulDuggal Shri PatanjaliGovindKeshwani* Smt. NeetuJiwarajka Shri KarnaSinghMehta Smt. SavitriDeviJiwarajka* Name Independent &NonExecutiveDirectoroftheCompany. Non Executive& Independent Non Executive&Independent Non Executive&Independent Executive &Promoter Executive &Promoter Executive &Promoter Category No. ofBoardMeetingattended 34 Number ofDirectorship Chairman in othercompanies ------5 5 2 2 2 3 4 1 Member He isaChartered Accountant byprofessionandis 3 4 2 4 2 5 th July, 2008asDirector-BusinessDevelopment. 2 Memberships inotherPubliccompanies Number ofmandatoryCommittee Attendance attheLast AGM Chairman 3 1 - - - Yes Yes Yes Yes No No No No th November, 2014 Member 1 1 2 - - - Annexure - Directors’ Report November, 2018 November, th August, 2018, 12 th May, 2018, 10 May, th February, 2019 and gap between two meetings did not 2019 and February, th and 14 Oversight of financial reporting process Reviewing with the report thereon before submission to statements and auditors’ management, the the Board for approval. annual financial Evaluation of internal financial controls and risk management systems. Recommendation appointment, for remuneration and terms of Secretarial Auditor, appointment auditors, of Statutory Internal Auditor of the company Auditor and Cost Approve policies in relation to the implementation of the Insider of the same. Code and to supervise implementation Trading held during the year Audit Committee were Four meetings of the i.e. on 28 exceed one hundred and twenty days. Committee invites executives such of the particularly head of finance functions, representatives of statutoryinternal auditors, as it considers appropriate, to be present at auditors and its meetings. Audit The Company Secretary acts as the Secretary to the Committee. Ms. Silky Gupta was appointed as Compliance Officer by the 14.02.2019 Board in place of Shri Mohd. Faisal Farooq w.e.f. Act, and the Companies to ensure compliance(LODR) of SEBI 2013. AGM of the Company was held on 27.09.2018, The previous which was not attended by Shri Gautam Khaitan, Chairman of Audit Committee due to his pre-occupation. the The Board Committees The Board governance a crucial role in the play have been constituted the Company and structure of as per (Listing SEBI Act, 2013 and of the Companies the requirement The Obligations and Disclosure Regulations, Requirements) 2015. of the Board the formal approval are set up under Board Committees to carry out the clearly defined roles. The minutes of the meetings The Board of all committees are placed before the Board for review. special Committees requires as and invitees to join the meeting, when considered appropriate. AUDIT COMMITTEE in line with the provisions Committee is constituted of Regulation 18 Act. and Section 177 of the of SEBI Listing Regulations Audit Committee comprises of three directors, namely Shri Currently, Sanjeev Kaul Duggal and Shri Karna Singh Gautam Khaitan, Shri Committee Audit are Independent Directors. All members of Mehta. Shri Gautam Khaitan is chairman of the Committee. Shri Patanjali and its committees w.e.f. Govind Keswani resigned from the Board 28.09.2018 of reference - Terms • • • • • Other details - • • • • • Audit Committee Meetings The details of member’s attendance at the 35 - Code of Conduct for the Board of Directors, KMPs and Code of Conduct for the Board of Directors, employees of the Company as per provisions SEBI (Listing of 2015; Obligations & Disclosure Requirements) Regulations, fair disclosure Code of Conduct and Procedures for of accordance with Unpublished Price Sensitive Information in Regulations, 2015; Trading) SEBI (Prohibition of Insider Nomination & Remuneration Policy Policy Transaction Related Party Mechanism Whistle Blower Policy and Vigil Policy for Determining Material Subsidiary Policy for Board Diversity and Conditions of appointment of Non-executive & Terms Independent Directors Archival Policy under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Familiarisation Programme for Independent Directors Accounts Policy on preservation of Books of Composition of Committees Anti Sexual Harassment Policy for protection of women workers at work place. Performance of Non-Independent Directors and the Board as Performance of Non-Independent a whole; Chairman & Managing Performance of the Director of the Company taking into account Executive the views of Directors and Non-Executive Directors; Assessment of the quality, quantity and timeliness the Company management and of information between of flow and the Board that is necessary for the Board to effectively duties. reasonably perform their 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) BOARD COMMITTEES 1) b) c) DISCLOSURES / POLICIES The Company is in compliance of the requirements of regulatory authorities other compliances on capital markets and under the Regulations applicable and Laws on the Company in a timely The Company has a track record of better compliance manner. with all the mandatory requirements (Listing Obligations of SEBI & Disclosure Requirements) Regulation, 2015. Apart from those, the Company has formulated Mandatory Policies to the existence and Code of Conducts to provide better means of corporate governance in its operations. Following policies/ guidelines website: www.salora.com are available on Company’s During the year a meeting of Independent Directors was held on Directors was Independent of the year a meeting During inter-alia, have reviewed Directors, The Independent 14.02.2019 of the Companies Schedule IV items as required under the following Obligations (Listing the SEBI and Regulation 25 of Act, 2013 and 2015: Requirements) Regulations, Disclosure a) Annexure - Directors’ Report Committee Meetingsduringthefinancialyear2018-19isasfollows: and Remuneration at the Nomination attendance The member’s year underreview, theCommitteemeton14.02.2019. as andwhenrequired.During the The committeemeetsperiodically (4) (3) (2) (1) Currently, theCommitteecomprisesoffourdirectors,namely- • • • • • • Terms ofreferences of SEBIListingRegulationsandSection178the Act. of Regulation19 Committee isconstitutedinlinewiththeprovisions NOMINATION AND REMUNERATION COMMITTEE Auditors, GM(Fin& Accounts) asspecialinvitees. andInternal Auditors of Statutory representative Officer, Financial The meetingsof Audit CommitteearealsoattendedbytheChief *resigned fromthemembershipofCommitteew.e.f. 28.09.2018 during thefinancialyearareasunder: SALORA INTERNATIONAL LIMITED NOMINATION &REMUNERATION POLICY &CRITERIA FOR The CompanySecretary isthesecretarytocommittee. ANNUAL REPORT 2018-19 Shri KarnaSinghMehta Shri PatanjaliGovindKeswani* Shri SanjeevKaulDuggal Shri GautamKhaitan Names Shri GopalSitaramJiwarajka Shri KarnaSinghMehta Shri SanjeevKaulDuggal Shri GautamKhaitan Names Oversee familiarisationprogrammefordirectors. talent managementandsuccessionplanning. rewardsandrecognition, for leadershipdevelopment, those including and peoplestrategyHumanResourcepractices the HumanResourcephilosophy,Oversee HumanResource of employees. team, KeyManagerialPersonnel,aswelltherest executive Recommend totheBoardremunerationpolicyfordirectors, directors. and individual the performanceofBoard,itscommittees of in evaluation the BoardandIndependentDirectors support performanceand Carry out evaluation ofeverydirector’s Directors andKeyManagerialPersonnel. of / re-appointment to theBoardappointment Recommend composition ofthecommittees. up and set the and composition to theBoardits Recommend Shri Gopal Sitaram Jiwarajka, Member Shri GopalSitaramJiwarajka, Shri KarnaSinghMehta,Member Shri, GautamKhaitan,Member Shri SanjeevKaulDuggal,Chairman No. ofMeetingattended No. ofMeetingattended 1 1 1 - 3 2 2 2 36 REMOVAL b) a) TERM /TENURE c) b) a) APPOINTMENT CRITERIA AND QUALIFICATIONS website: www.salora.com Remuneration policyoftheCompanyisavailableoncompany’s laws. applicable and practice industry with theexisting line in is The and RemunerationPolicy,The BoardhadframedNomination which PERFORMANCE EVALUATION

as maybeprescribed underthe Act. other number or such company Director ofalisted Whole-time a as serving is such person case in Director Independent an IndependentDirectorandthree listedcompaniesasan as Director servesisrestrictedto sevenlistedcompanies Independent such be ensuredthatnumberofBoards onwhich At the timeofappointmentIndependentDirector, itshould any othercapacity, eitherdirectlyor indirectly. in withtheCompany be appointedinorassociated years, Independent Directorshallnot,duringthesaidperiodofthree ceasing tobecomeanIndependentDirector. Providedthatan of of threeyears after expiry for appointment be eligible Director shall Independent terms, butsuch consecutive two than more for office hold shall Director Independent No Board’s report. the in appointment of such and disclosure the Company by resolution of aspecial on passing for re-appointment eligible years ontheBoardofCompanyandwillbe consecutive five to up term a for office hold shall Director Independent An INDEPENDENT DIRECTORS shall bemadeearlierthanoneyearbeforetheexpiryofterm. for a term not exceeding five years at a time. No re-appointment Director Director orExecutive Chairman, Managing Executive The Companyshallappointorre-appointanypersonasits EXECUTIVE DIRECTOR MANAGING DIRECTOR /WHOLE-TIMEDIRECTOR / seventy years. indicating the justification for extension of appointment beyond explanatory statementannexedtothenoticeforsuchmotion on the based resolution a special by passing of shareholders approval with the years the ageofseventy beyond extended that thetermofpersonholdingthispositionmaybe Manager who has attainedtheageofseventyyears.Provided Director/ Director/Whole-time Managing as person of any the employment The Companyshallnotappointorcontinue are sufficient/satisfactoryfortheconcernedposition. qualification, expertise and experience possessed by a person appointment. whether to decide discretion has The Committee expertise for he /sheisconsidered and experiencefortheposition qualification, adequate possess should person A and recommendtotheBoardhis/herappointment. person for the of as Director,appointment KMPlevel oratSeniorManagement experience and expertise qualification, integrity,the ascertain and identify shall Committee The

Annexure - Directors’ Report 3 2 2 4

No. of Meeting attended a) To look into redressal of shareholders’/ investors’ complaints complaints look into redressal of shareholders’/ investors’ To a) transmission related to transfer / of of shares, non-receipt of declared dividend, etc. etc. Balance Sheet, non-receipt Transfer oversee the performance and of the Registrar To Agents of the Company and recommends measures for overall improvement in the quality of investor services. monitor implementation and compliance Company’s with the To in pursuance Trading Code of Conduct for Prohibition of Insider Regulations, 1992. Trading) of SEBI (Prohibition of Insider Relationship Committee Four meetings of the Stakeholders’ were held during the year i.e. on 28.05.2018, 10.08.2018, and 14.02.2019 12.11.2018 its customer relationship. The Company has always valued This philosophy has been extended to investor relationship. The Committee focuses servicingon the needs of various public. stakeholders viz., investors, analysts and general Details of investor complaints and compliances thereof are provided in this report. Names Shri Karna Singh Mehta Shri Gautam Khaitan Shri Sanjeev Kaul Duggal Jiwarajka Shri Tarun The Company Secretary is the secretary to the committee. SHARE TRANSFER COMMITTEE The Committee comprises of Shri Gopal Sitaram Jiwarajka and Committee shall consider Transfer The Share Jiwarajka. Tarun Shri requests of share transfer / transmission / transposition / split / consolidation / duplicate share certificate etc. The Company Secretary is the secretary to the committee. CODE OF CONDUCT Code of conduct formulated in compliance with Regulation 17 of The Act, 2013. SEBI Listing Regulations, 2015 and Companies members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them Annual Report of the The during the year ended March 31, 2019. www.salora.com/Investors/Remuneration_Policy COMMITTEE RELATIONSHIP STAKEHOLDERS with the provisions is constituted in line Committee 20 of Regulation Act. Section 178 of the Regulations and of SEBI Listing Stakeholder Relationship Committee comprises of four Currently, Karna Singh Mehta, Shri Gautam Khaitan, directors, namely Shri Jiwarajka. Singh Shri Karna Tarun and Shri Shri Sanjeev Kaul Duggal the Committee. Shri Patanjali Govind Keswani Mehta, is Chairman of of the committee from 28.09.2018 resigned from the membership of reference Terms • • • Other details • • • The member’s attendance Relationship at the Stakeholder 2018-19 is as follows: Committee Meetings during the financial year 37 40,000 40,000 70,000 10,000 40,000 Total Total (Rs.) - - - - Stake holder’s Relationship Committee Meeting (Rs.) - - - - - Annexure ‘III’. Remneration Committee Meeting (Rs.) - 20,000 30,000 20,000 20,000 March, 2019. Audit Committee Meeting (Rs.) st 20,000 20,000 20,000 10,000 40,000 Board Meeting (Rs.) - Shri Gautam Khaitan Name of the Director Shri Sanjeev Kaul Duggal Shri Patanjali Govind Kes wani* Shri Karna Singh Mehta Smt. Savitri Devi Jiwarajka* *resigned w.e.f. 28.09.2018 *resigned w.e.f. 05.11.2018 *resigned w.e.f. transactions pecuniary relationships or no signs of There were vis-à-vis the Company during the with the non-executive directors’ financial year ended 31 Committee may recommend removal of any Director, KMP or KMP may recommend Committee of any Director, removal Senior Management Personnel to the Board for any disqualification other applicable 2013 or under any Act, in the Companies mentioned the reasons with thereunder, and regulations made act, rules provisions writing, subject to the recorded in and compliance of the Act, rules and regulations. said PROGRAMME FOR OF FAMILIARISATION DETAILS INDEPENDENT DIRECTORS The details of programme for familiarization of Independent responsibilities their roles, rights, in the Directors with the Company, the Company operates, nature of the industry in which Company, business model of the Company and related matters are put up website: http://salora.com/pdf/Familiarisation_ on the company’s Programme_for_Independent_Director.pdf DIRECTORS TO PAID OF REMUNERATION DETAILS Jiwarajka and Smt. Neetu Tarun Shri Gopal Sitaram Jiwarajka, Shri The remuneration Jiwarajka, are Executive of the Company. Directors on the recommendation Board them is determined by the payable to and subject to approval of Nomination & Remuneration Committee Annual General Meeting and that of of the shareholders at the authorities the Central Government and such other as may be Details of remuneration paid to the executive directors necessary. attached as are given under MGT-9 The non executive directors do not draw any remuneration from the Company except sitting fees for attending the meetings of the Board and Audit Committee. NON-EXECUTIVE TO FEES PAID OF SITTING DETAILS YEAR 2018-19 DURING THE FINANCIAL DIRECTORS CRITERIA FOR MAKING PAYMENTS TO NON - EXECUTIVE - NON TO PAYMENTS MAKING FOR CRITERIA DIRECTORS The Company has laid down the criteria for making payments to the The details of such criteria are available Executive Directors. Non- website: in the Remuneration Policy disseminated on the company’s Annexure - Directors’ Report Location andtime,wherelastthree AGMs held- GENERAL BODY MEETING following link: Committee. ontheCompany’sis available The Policy websiteat No personhasbeendeniedtoaccesstheChairmanof Audit behavior. aboutunethical concerns [email protected] to report and employees for directors mechanism vigil necessary the and hasestablished Blower Policy a Whistle has adopted the Company Regulations, Pursuant toRegulation22ofSEBIListing WHISTLE BLOWERPOLICY &VIGIL MECHANISM The sameisavailableonthecompany’s website:www.salora.com Independent &NonExecutiveDirectorsandseniormanagement. Director,Managing from received declaration onthecompliance and Officer Executive Chief the by certificate a contains Company SALORA INTERNATIONAL LIMITED Rules, 2014,as amended fromtimetotime,andRegulation 44ofthe and with Rule20of the Companies(Management Administration) of provisionsSection108the Company incompliance Act read E-Voting/Poll:at provided E-votingandPollfacility AGM ofthe During theyearunderreviewno EGMwasheldbytheCompany. are asfollows: The detailsofspecialresolutionspassedin AGM inthelast3years ANNUAL REPORT 2018-19 New Delhi–110 003. Institutional Area, LodhiRoad, Lok KalaManch,20,Lodhi Delhi -110 003 Gardens, LodhiEstate,New 87-88, LodhiRoad, India IslamicCulturalCentre, New Delhi–110 003. Institutional Area, LodhiRoad, Lok KalaManch,20,Lodhi 49 48 47 No. AGM Venue th th th AGM AGM AGM 3. 2. 1. 4. 3. 2. 1. 2. 1. Subject http://salora.com/pdf/whistleblower_policy_salora.pdf Companies Act, 2013. Act, Companies Sale ofundertaking 00024325) Jiwarajka, Chairman&ManagingDirector(DIN: Revision ofremunerationShriGopalSitaram Ratification ofCost Auditors’ remuneration Executive Directorsforthreeyears as Non as Smt.SavitriDeviJiwarajka Appointment Independent Directorforfiveyears Appointment ofShriK.S. Mehta asNonExecutive and Co.Cost Auditors. of cost Auditors ofthe company, GurvinderChopra remuneration of Ratification and Appointment Prasad &Co. & R Gopal of retiring Associates inplace Auditors K. Appointment ofStatutory Auditors ofthecompany Director oftheCompanyforaterm5year. Appointment ofSmt.NeetuJiwarajkaasExecutive Managing Directorforatermof3years. Appointment ofShriGopalSitaram,Jiwrajka,as Financial YearFinancial 2015-16 2017-18 2016-17 under Section 180 (1)(a)ofthe underSection Date & TimeDate 14 11.00 A.M. 27 11.00M. A. 13 11:00 A.M. th th th September, 2018 September, 2017 September, 2016 .

38 4) 3) 2) 1) MEANS OFCOMMUNICATION dematerialize sharesheldwithNSDL andCDSL. number of formandthetotal in physical of shares the totalnumber with agreement in is capital up paid / issued total the that confirms listed equitycapital. ofShareCapital The Reconciliation Audit Report Depository Services(India)Ltd.(CDSL) and thetotalissued Ltd. (NSDL)and Central Depository with NationalSecurity capital of ShareCapital equity admitted the total Audit toreconcile Reconciliation out carried Secretary A Company Practicing qualified requirements. other non-mandatory At present,Companyhasnotputinplace Statutory Authority.other been imposedontheCompanybyStockExchangeorSEBIany have / penalties and no strictures laws andregulations applicable with theCompany’s interest. with all The Companyhascomplied Balance Sheet. These transactions are not likely to have any conflict parties asperthe“INDAS”mentionedin“NoteNo.41”of The particularsoftransactionsbetweentheCompanyanditsrelated v. iv. iii. ii. i. OTHER DISCLOSURES SEBI ListingRegulations.

is disclosed: Webparty transactions with related on dealing where policy link Obligations andDisclosureRequirements)Regulations,2015. fully compliedwith the mandatoryrequirementsofSEBI (Listing clause. of this requirements mandatory of non has The Company Details ofcompliancewith mandatory requirementsandadoption have been deniedaccesstothe Audit Committee. no personnel that affirmation and policy Blower Whistle markets, duringthelastthreeyears. SEBI or any statutoryauthorityonmatterrelatedtocapital strictures imposedontheCompanybyStockExchangeor Detail ofnon-compliancebytheCompany, penalties and large. at Company of interest the with conflict potential have may that transaction party related significant materially on Disclosures analysts. No presentations havebeen madetoInstitutionalInvestors or within thetimeframeprescribed inthisregard. respectively portal filing NSE’s & BSE’s on electronically filed to quarterly financial statements, shareholding pattern, etc., are related data all 2015, Regulations, Requirements) Disclosure & Obligations of SEBI(Listing provisions to the Pursuant order toenabletheshareholdersregistertheirgrievances. Company has designated the email-id has designated Company The companyensuresperiodicalupdationofitswebsite. The regulations. listing the under required as other details such abouttheCompanyand information basic website contains The company’s websiteaddressiswww.salora.com shareholders. and Jansatta(Hindi). to the individually These arenotsent in leadingnewspaperssuchastheFinancialExpress(English) The unauditedquarterlyresultsoftheCompanyarepublished [email protected] . The in Annexure - Directors’ Report Stock Code SALORAINTL 500370 L74899DL1968PLC004962 : : : : August, 2019 2019 November, 2020 February, 2020 May, th th th th 39 On or before 14 On or before 14 On or before 14 On or before 30 March st June, 2019 2019 September, March, 2020 December, 2019 December,

th th st st September, 2019 at 11:00 AM at 11:00 2019 September, th April to 31 st

28 India Islamic Culture Centre, 87-88, Lodhi road, Lodhi Garden, Lodhi Estate, New Delhi, Delhi 110003 New Delhi, Delhi 110003 Garden, Lodhi Estate, Lodhi road, Lodhi Culture Centre, 87-88, India Islamic (both days inclusive) 22.09.2019 to 28.09.2019 1

Floor, Okhla Industrial Area, Okhla Industrial Floor, st Result for the quarter ended 30 Result for the quarter Date and time Result for the quarter ended 30 Result for the quarter ended 31 Result for the quarter ended 31 Result for the quarter National Stock Exchange of India Limited (NSE)* BSE Limited (BSE) Company ID Number Name of the Stock Exchange Venue Book Closure date Financial Year FINANCIAL CALENDAR 2019-20 FINANCIAL GENERAL INFORMATION FOR SHAREHOLDER INFORMATION GENERAL MEETING GENERAL ANNUAL REGISTRAR AND REGISTRAR SHARE AGENTS TRANSFER M/s. Skyline Financial Services Pvt. Ltd. Registrars and Agents Transfer Unit: Salora International Limited D-153-A, 1 *The Board of Directors of the Company in their meeting held on 09.03.2019 had consented for voluntary delisting of equity shares of the had consented for of Directors of the Company in their meeting held on 09.03.2019 Board *The Company from National Stock Exchange of India Ltd., Mumbai and Company filed application for voluntary delisting of Company’s equity on March 25, 2019, in terms of regulation 6 and 7 of the Securities and Exchange Board of India (Delisting of Equity shares from the NSE April Shares) Regulations, 2009 (“SEBI Delisting Regulations”) which was approved by NSE vide its Reference no. NSE/LIST/78155 dated April 25, 2019. securities of the Company w.e.f. 03, 2019 pursuant to which NSE has withdrawn (delisted) the admission to dealing in LISTING ON STOCK EXCHANGES LISTING ON STOCK Tel. No. 0120-4885528, Tel. Email – [email protected] Phase -I, New Delhi-110020 83 & 84 No. 011-26812682, Tel. www.skylinerta.com Website: Email: [email protected] CORRESPONDENCE INVESTORS Salora of officials following the matter related other any or Report Annual of receipt non shares, of transfer to attending in delay any of case In International Limited may be contacted: REGISTERED OFFICE Salora International Limited Area, D-13/4, Okhla Industrial 020 Phase-II, New Delhi – 110 www.salora.com Website: 40552341 No. 011- Tel. Email – [email protected] CORPORATE OFFICE & MANUFACTURING PLANT OFFICE & MANUFACTURING CORPORATE Salora International Limited B-50 Sector-80, Noida, Phase-II, Uttar Pradesh, 201305 www.salora.com Website: Annexure - Directors’ Report SHAREHOLDING PATTERN AS ON31 STOCK MARKETDATA Annual ListingfeetoBSELimitedforthefinancialyear2019-20hasbeenpaid. LISTING FEES SALORA INTERNATIONAL LIMITED DISTRIBUTION OFSHAREHOLDING AS ON31 ANNUAL REPORT 2018-19 March, 2019 February, 2019 Total and Above 1,00,000 50001 To1,00,000 January, 2019 December, 2018 November, 2018 October, 2018 40001 To50,000 September,2018 August, 2018 July, 2018 June, 2018 May, 2018 April, 2018 Month 30001 To40,000 Nominal Value No. ofEquitySharesheld Companies Individuals Category ofShareholders 20001 To 30,000 10001 To 20,000 5001 To 10,000 Up To 5,000 (1) Group Companies Promoters Mutual Fund,Banks,FIs NRI HUF Clearing Members Trust Total Others Month’s 21.75 23.60 23.75 27.45 28.00 34.40 31.65 30.90 27.40 34.65 43.95 46.50 High Number ofShareholders st MARCH,2019 3982 4384 103 169 (2) 30 25 14 23 38 Month’s st MARCH,2019 16.40 19.80 22.00 24.95 25.40 25.45 24.00 22.10 23.75 25.20 35.20 37.20 Low BSE Ltd. No. ofFolios 4384 4163 89 29 90 shares transacted 0 1 5 4 3 0 % to Total Numbers Total volumeof 40 100.00 90.84 0.68 0.57 0.32 0.52 0.87 2.35 3.85 (3) 23768 18971 37825 33113 11013 7602 2612 5485 1518 7357 1160 661 No. Sharesheld Month’s 13,91,403 53,17,237 88,07,300 4,34,605 5,58,929 3,27,281 7,38,186 22.05 20.90 23.50 28.40 29.80 35.00 32.15 43.50 48.65 32.60 26.80 35.50 Share orDebentureholding High 38,959 700 National StockExchangeofIndiaLtd. 0 0 Amount (Rs.) 7,62,91,990 8,80,73,000 18,82,820 45,92,530 15,22,200 13,66,670 6,21,060 8,13,470 9,82,260 (4) Month’s 16.25 16.30 19.85 23.90 23.95 25.80 23.00 35.60 38.05 20.65 21.55 23.50 Low Percentage 100.00 shares transacted 15.80 60.37 4.93 6.35 0.01 3.72 0.44 8.38 0 0 Total volumeof % to Total% Amount 100.00 86.62 2.14 0.71 0.92 1.12 5.21 1.73 1.55 (5) 15900 13954 13510 14170 36821 18916 34646 11513 4261 2503 1281 291 Annexure - Directors’ Report March st

2019 there was 86,51,946 equity shares representing 98.24% of the paid up equity capital are in dematerialized form. SHAREHOLDERS TO INFORMATION Brief particulars of director reappointed together with the nature of his experience and details of directorship held by him/her in other Annual General companies are annexed to the Notice convening the Meeting. FACILITY NOMINATION Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws Nomination form and CDSL. and business rules applicable to NSDL Agent of the Transfer can be obtained from Registrar and Share Company. Shareholders Shareholders holding shares in physical form are requested to consider converting their holdings to dematerialized form eliminate to all risks associated with physical of portfolio shares and for ease management. Shareholders communicate should the change of Agent Transfer Registrars and Share directly to the any, address, if of the company. has mandated Board of India (“SEBI”) The Securities and Exchange by every Account Number (PAN) the submission of Permanent market. participant in securities Shareholders holding shares in physical form and have not availed nomination facility and would like to do so, are requested avail to The form will the same by submitting Form 2B. the nomination in Transfer be made available and Share on request by the Registrars Agent of the company. shareholders holding shares in dematerialized As required by SEBI, pertaining to their bank form are requested to intimate all changes name of the bank and branch details such bank as account number, details, IFSC Code, mandates, MICR Code and nominations, power e-mail address, change of address, change of name, of attorney, etc., to their depository participant (DP). contact number, Members holding shares in physical form, in identical order of names, to the Company or in more than one folio, are requested to send the details folios of such together with the share (RTA), SKYLINE consolidated A folio. one in holding their consolidating for certificates share certificate will be issuedrequisite changes. to such Members after making AUDIT OF SHARE CAPITAL RECONCILIATION quarterly audit was conducted by a Company Secretary in practice A to reconcile the total capital of the company admitted with National Central Depository Securities Depository Limited (NSDL) and Services (India) Ltd. (CDSL). The issued / paid-up capital agreement with the aggregate of the is in audit confirms that the total total number of shares in physical form and total number of shares As on 31 in dematerialized form (held by the depositories). 41 st - - - 3,72,741 7,31,410 23,39,011 No. of Shares No. of Shares

Name Sitaram Jiwarajka Shri Gopal Jiwarajka Shri Tarun Smt. Neetu Jiwarajka Shri Gautam Khaitan Shri Sanjeev Kaul Duggal Shri Karna Singh Mehta DETAILS OF DIRECTORS’ SHAREHOLDING AS ON 31 SHAREHOLDING OF DIRECTORS’ DETAILS INFORMATION IN RESPECT OF UNCLAIMED DIVIDENDS DIVIDENDS OF UNCLAIMED IN RESPECT INFORMATION AND EDUCATION INVESTOR INTO FOR REMITTANCE DUE (IEPF) PROTECTION FUND No amount of unclaimed/unpaid dividend is available with Company. No amount of unclaimed/unpaid available with Company. dividend is COMPANY SUBSIDIARY Disclosure 24 of SEBI Listing required under Regulation Regulations, 2015. The Audit statements of the Company and investments made in its unlisted Committee reviews The minutes subsidiary company viz., M/s. Salora Components Ltd. the quarterly developments significant on report with along Meetings Board the of financial of the unlisted subsidiary company is periodically placed before The holding company’s the Board of Directors of the Company. Board is also periodically informed about all significant transactions The the subsidiary company. and arrangements entered into by subsidiary policy for determining the material is disclosed Company’s website: on the company’s http://salora.com/pdf/Policy_determining_material_subsidiary.pdf TRANSACTION PARTY RELATED MARCH, 2019 Disclosure 24 of SEBI Listing required under Regulation Regulations, There are no material related party transactions during the 2015. Company. the of interest the with conflict have that review under year All the transactions that were entered into during the financial year length basis and in the ordinary course of business were on arm’s outside the scope of which are not material in nature too, hence, Act, 2013approved by the and were 188Section of the Companies Audit Committee. Policy to ensure the Transactions The Company has Related Party proper approval and reporting of transactions entered between the policy for related The Company’s Company and its related parties. website: party transaction is available on the company’s http://salora.com/pdf/Related%20Party%20TransactionsSalora.pdf COMPLIANCES non-compliance There have been no instances of by the company on any matters related to the capital markets, nor have any penalty/ strictures been imposed on the company by the Stock Exchanges or Authority on such matters. SEBI or any other Statutory INVESTORS REQUEST TO Shareholders are requested to follow the general safeguards/ procedures as detailed hereunder in order to avoid risks while dealing in the securities of the company. Annexure - Directors’ Report details. account, maynotifytheirDPs about anychangeintheirbankaccount an account other than the one specified while opening the depository However,investors. the in dividend who wishtoreceive members for safety ensures and warrant dividend the on specified accounts be usedfor any purposeotherthan for depositing themoneyin warrants, eveniflostorstolen,cannot ensures thatthedividend on theDividendWarrants.by theDepositories furnished This the Bank print mandatory to companies advised details Account 15 No. DCC/FITTCIR-3/2001dated Circular SEBI videits ELECTRONIC CLEARINGSERVICE SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 No. D&CC/FUTTCUR-4/2001 dated 13 No. D&CC/FUTTCUR-4/2001dated Circular its vide and the dividends warrants fordistributing use may In theabsenceofECS facility,wherever available. facility Company use ECS mandatory should that allcompanies 2001 hadadvised th November,SEBI had 2001, th October, 42 Place: NewDelhi Date: 25.05.2019 3. 2. 1. BUSINESS /PLANTLOCATIONS Taluka Sakri,Distt.Dhule,Maharashtra. Village Petle,IsradeandPenhalipada Wind EnergyDivision NOIDA (U.P.) Plot Nos.31–34&5053,BlockB,Sector80, Plant D-13/4, OkhlaIndustrial Area, Phase–II,NewDelhi110020. Consumer ElectronicsBusiness For andonbehalfofBoardDirectors Chairman &ManagingDirector (Gopal SitaramJiwarajka) Salora InternationalLtd. DIN:00024325 Annexure - Directors’ Report DIN:00024325 (Gopal Sitaram Jiwarajka) Chairman & Managing Director Chairman & Managing For Salora International Limited For Salora International s internal control system over financial reporting. Whole Time Director & CFO. Time Whole 43 [Regulation 17(8)] CEO / CFO CERTIFICATE CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT WITH CODE OF ON COMPLIANCE CERTIFICATE DIN:00 386240 DIN:00 There have been no significant changes in internal control over financial reporting during the year. There have been no significant changes in accounting policies during the year. There have been no instances of significant fraud of which we have become aware and the involvement therein, if of any, the management or an employee having a significant role in the Company’ b) c) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. Accounting and are in compliance with existing affairs These statements together present a true and fair view of the Company’s Standards, applicable law and regulations. belief, no transactionsThere are, to the best of our knowledge and into by the Company during the aforesaid entered period which are Code of Conduct. fraudulent, illegal or violative of the Company’s We accept responsibility for establishing and maintaining internal controls for effectiveness financialof the internal reportingcontrol systems andof the Company thatpertaining to financial we reporting and we have have disclosed evaluated to Auditors the the Audit and Committee, the deficiencies in the design or operation of such internal control systems, of if which any, we are aware, and that we have taken the required steps to rectify these deficiencies. Audit Committee that: Auditors and the have indicated to the We a) Date: 25.05.2019 Place: New Delhi (Tarun Jiwarajka) (Tarun Jiwarajka) Sitaram (Gopal Chairman & Managing Director DIN:00024325 ------In terms of Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per “affirmation of compliance” compliance” of “affirmation per as and 2015 Regulations, Requirements) Disclosure and Obligations (Listing SEBI of 26 Regulation of terms In I hereby declare that members of Board letters received from the directors and the members of senior managerial personnel of the Company, of Directors and Senior Management Personnel have affirmed compliance with the financial year 2018-19. Management during the Code of Conduct of Board of Directors and Senior Date: 25.05.2019 Place: New Delhi 2. 3. 4. 5. To The Board of Directors Salora International Ltd. We hereby certify that we have reviewed the financial statements and Cash Flow Statement for the financial year ended 31st March, 2019 and that to the best of our knowledge and belief: 1. Annexure - Directors’ Report SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 records,, documents, books, and other information furnished books, andotherinformation records,, documents, In ouropinionandtothebestofinformation,basedon statements ofthecompany.financial the on opinion of expression an nor audit an neither is It governance. of corporate conditions of the compliance the ensuring thereof, adoptedbythecompanyfor procedure andimplementation to was limited Our examination of themanagement. responsibility is the of corporategovernance of conditions The compliance Obligations andDisclosuresRequirements)Regulations,2015. (Listing and ExchangeBoardofIndia of Securities provisions March, 2019asreferredintheRegulation15(2)andotherrelevant Limitedfortheyearended31st by SaloraInternational Governance Weof Corporate ofconditions thecompliance haveexamined Phase II,NewDelhi-110020 Regd. Office:D-13/4,OkhlaIndustrial Area Salora InternationalLimited The Membersof To, PRACTISING COMPANY SECRETARY’S REPORTONCORPORATE GOVERNANCE 44 Date: 25thMay, 2019 Place: NewDelhi company. the affairshas conducted with whichthemanagement ofthe effectiveness or efficiency the nor company the of viability future the Weas to an assurance neither is compliance that such furtherstate applicable guidelines. Listing mentioned in theabove as stipulated governance Agreement/ of corporate in generalwiththeconditions has complied company the that we certify to us, given explanations to the according and For NavneetK Arora &CoLLP FCS:3214, COP:3005 Company Secretaries CS Navneet Arora CS Managing Partner Annexure - Directors’ Report Washing Machine: Washing with emerging trends SALORA is also putting greater emphasis also putting greater is trends SALORA with emerging TV capabilities TV business. Our in LED of LED on development designing include panel designing, main electronic board designing, mechanical and acoustics. Company has also set up in-house Panel Assembly Facility. TVs to overall sales has gone up to The contribution of Smart significantly over last few years and in 2018-19 robust growth TVs market in India registered up. Smart share is expected to move TVs as well attributed to a sharp drop in the prices of the Smart TV vendors. Rise in disposal income as rising penetration of Smart penetration in the country contributed level and growing internet TVs. Huge investment by video of Smart to an increase in sales streaming media companies Amazon Hotstar, Prime and Netflix let TVs. to an increase in demand for Smart TV is growing due to drop in prices and Demand for large screen growth of streaming video has introduced content. Company 50 / 55 / 65 Inch televisions to meet this demand. will also Company introduce in the near future. Television Frameless Design LED Trend  Growing disposable income and easy financing options have led to shortened replacement cycles whereas rising influence of modern lifestyle has perceived products such as utility items rather than luxury goods. no more a privilege. It In the current scenario washing machines are has become an essential item in every house making the practice of Also, washing clothes more intelligent, personalized time saving. and an aesthetic touch that the washing machines now-a-days are given The dependence makes them look stylish trendy and user friendly. Thought on technology has increased considerablyduring the years. lifestyle is facilitating process of people in direction of having a better trade and commerce. Its demand been increasing has in India due to increasing availability of new innovative models in the market cater to To of the Indian middle class families. and increasing PPP this rising demand your Company has launched a range of Semi Machines. Automated Washing Machine models of Salora as follows: Washing 1. Model No. SWMS6501SR which is having size of 6.50 K.G 2. Model No. SWMS6801BU which is having size of 6.80 K.G 3. Model No. SWMS7801SR which is having size of 7.80 K.G 4. Model No. SWMS7801SR which is having size of 8.50 K.G Machine in the Automatic Washing Company also plans to launch near future.  Refrigerator product categorized into two The Indian refrigerators market is i.e. direct cool refrigerators and frost free refrigerators. frost types’ The frost free refrigerators do not manual defrosting is needed. free refrigerator market of India is gaining massive popularity and momentum over traditional refrigerator models. direct cool refrigerators dominate in the Indian market whereas frost free 45 MANAGEMENT DISCUSSION AND ANALYSIS REPORT MANAGEMENT AND ANALYSIS DISCUSSION COMPANY’S BUSINESS SEGMENT SEGMENT BUSINESS COMPANY’S (TV’S) Television Our business can be divided into following verticals:  TVs at Noida Plant Facility which has an manufacture LED We installed capacity of significant number LED TVs. Keeping in line The Management Discussion and Analysis Report has been The Management Discussion and the code of spirit enunciated in adherence to the included in of pursuant to requirement of Regulation 34 Corporate Governance, The Management Discussion and SEBI (LODR) Regulations, 2015. focuses on reviewing the Annual Report this Analysis presented in performance of the Company. OVERVIEW INDUSTRY CONSUMER ELECTRONICS television industry. third largest India has the world’s With increasing innovation and technological improvements in the TVs is expected the cost of Smart consumer electronics industry, to see trend a downward in future as well. Factoring these, we one of TVs are well on their way to become can say that Smart As far as viewing the preferred mainstream products in India. TV’s 4K whether TVs experience are concerned, most of the Smart or HDR, are available in large screens format only which magnifies better TVs certainly offer Hence, Smart the experience immensely. viewing experience bundled the viewing experience is only do with the display got to However, with their flagshiptechnology and nothing much yet with the “Smart Features” of the technologies. of internet services Growing penetration and expanding internet TV. consumer base is expected to drive the market over the next few TV years. In addition, market leaders have been investing in Smart technology The technology gain competitive in order advantage. TVs that provide convergent services is also transition from internet expected to result in favourable market conditions. With BEE rating becoming mandatory for Flat Panel Display segment, it is expected television sets. to bring energy efficiency into focus for the TV could play an important part in the overall Smart city initiative Smart of the Government of India. Being embedded in the government systems, it can be an important element of the Information & TVs equipped with technologically Technologies. Communication the initiative, advanced and smart features can support by enabling specious activities users to keep a watch on the streets for or to could also download TVs litter the streets. Smart people who warn important announcement / videos which could be circulated by the municipal and governing bodies of various regions. PROFILE COMPANY The Company is a large conglomerate The culture of excellence leads to strong performance interests. with diversified business The Company involves itself in the in all the spheres of its activity. TV TVs, CRT TVs, manufacturing and assembly of Smart LED & Theaters, Mobile Phone, Mobile Batteries Components, Home Chargers, washing machine and distribution of large variety of IT Products such as Laptops, Smart watches, trading of Telecom and pricey smart phones etc.  Annexure – VIII Annexure Annexure - Directors’ Report SALORA INTERNATIONAL LIMITED and service excellence, keeps your Company poised to perform your Company poised keeps and serviceexcellence, to quality withacommitment combined Such afocuson innovations, systems etc. products likeP.A speakers, Car Speakers etc,portable music are beingplanned along withnew Upgraded productionfacilities that thereislotofscopefordoing businessinthissegment. to enhanceitsspeakerproduction capacityascompany, consider systems ofthecompany. Your companyisplanningtoaggressively has shownagoodperformanceoftowersspeakersandmusic announcement systems. markettrendofsalesnumber The initial towersspeakersandpublic music system,speakerssystems, wide range of has launched During theyearcompany  as afirststepandbackwardintegrationformobilephonechargers. assembly towards PCBlevel migration customers, key with existing of relationships deepening is vertical phones in themobile strategy line. Our for whichthecompanyhasupdatedandupgradedassembly and methodology equipment requires special testing mobiledevices Mobile phonemanufacturingrequirescontrolledenvironmentand spread inruralareas. claims ittobeinreachofevermiddleclassandlowerincomegroup smart phonesinthisbusinesssegment.Onpricingpagecompany segment entry the be to ARYA’ as ‘SALORA considers Company CDMA). feature phonesandsmart(2G,3G,4G/LTE, VoLTE and business segment.Weour footstepinthisdynamic manufacture effortsin thepastandpositive phones to strengthen taken arebeing phones. WeAlthough of mobile the manufacturing been doing have on mobile focus company hasreduce competition Due tointense  future. Your CompanywillexpandtherangeofRefrigeratorsin near YourCool Refrigerators. direct of a range launched has Company refrigerator also. Durables bylaunching in Consumer its presence to expand plans manifolds. Due to and needofrefrigeratorSalora increase inutility in thecountry,conditions thenecessityofproducthasincreased Moreover,household. of every weather humid and hot duetothe 365 daysinayear,item andhencehasbecomeanindispensable features andnewdesigns. The utilityandneedofrefrigeratorisfelt with advanced the newmodels launching and prices their cutting who wouldnotbeabletouseoneearlier. are The majorplayers housing offer ofbuyingafridgetothose thespaceandpossibility and affordableup demandforrefrigerators.Penetrationofelectricity lifestyle wherefood is keptfor longer after cooking isalsodriving for theindustry.force as adriving towns areacting smaller New affordable andstrategiestopenetrateinto andeco-friendlyvariants industry.for therefrigerator drivers The effortsto offerof players are majorgrowth cleaning facilities easy incentives, discounts, warranties, changes, environmental market, large untapped standards, rapidurbanization,increasingnumberofnuclearfamilies, Energy starrating,Risinghouseholdincome,improvingliving refrigerators arebecomingpopularamongurbanhouseholds. ANNUAL REPORT 2018-19 AUDIO (Speakers andMusicSystemsegment): Mobile Phones 46 • • • • • • • • Opportunities: ConsumerElectronicsSector THREATSOPPORTUNITIES AND revenue ofthecompany Market responseisgoodandhopefullyitwillbeaboostforsale of FMCGproducts. Company hasenteredintotradingbusiness  Trading: performance isremainedsatisfactory. business revenuefromthissegmentisremainedsettledandthe bySuzlonEnergyLtd. operated andmaintained Maharashtra The Dhule at total) MW (6.25 Capacity MW 1.25 turbines wind (5) five ventured inpower generation withWindEnergy. The Companyhas of beingintunewithnaturehencewe in tandemwithourphilosophy ofpowergenerationandthisis as comparedtotheothermethods on theenvironment Wind powergenerationhasthelowestimpact  a dominantcompetitorinthesector. country,of the breadth Company’syour strengthens further as status sector. network, spreadacrossthelengthand After saleservice consumer durables inthehyper-competitive beyond expectations promotion of products. Further,of products. promotion cash- as such incentives the ontheirsales byconstant various mediums andthusincrease via with consumers touch in stay to retailers provided has The growth of mediumssuchase-commerceandm-commerce appliances therebyfuellingthedemand inthedurablesector. and home on purchasesofconsumerelectronics including inter-alia of credithasresultedintheincrease inspending The growing use ofcreditand debit cardandeasyavailability demand ofgoods. in townandcities. This transitionhasledtoanincreaseinthe to settle have drawnmoreandpeoplefrom villages living divide. The aspirationofhigherincome, standardsof of rural-urban in terms population to the Indian shift paradigm industry.and homeappliances electronics There hasbeena in thegrowthofconsumer is helping Rapid urbanization electronics andhomeappliances. demand forhighendconsumer in workforceisboosting Growing numberofHigh Networth andwomen Individuals demand. Rise inworkingagepopulationisexpectedtostimulate India. of Smart sales the growthin be driving could which TVs in factor significant a is TV smart about awareness in Increase consumer durables. in theSmart be adrivingfactorforinnovation TVs andother to growfurther.expected and itis few years last in could This significantly increased have India in subscribers Internet necessity. considered tobeluxuryarenow being consideredasa hasbecome spending discretionary important. were earlier which goods the durable As aresult, the finance, easy of With riseinincomelevelofthecustomersandavailability Wind PowerGeneration(Wind Energy): Annexure - Directors’ Report International manufacturers International with e-retailers are now partnering Indian penetration in the sales and increase to promote market. Rising input prices such as the selling, general & administrative control to difficult is sold goods of cost the with along expenses and thus a reduction in profit margin is seen. Despite the fact companies in most cases are able that the consumer products the consumersto pass on the cost to but the same is not likely quarters is few of lag effect a when seen during the downturn of the companies gets pressurized. seen when the earnings These days setting up a manufacturing facility or expanding capital intensive. the product line is very Promote efficient and effective operations – Internal controls can provide and environment in which managers and staff of their operations. maximize the efficiency and effectiveness internal controls protect well designed Safeguard assets – assets from accidental loss or loss from fraud. Ensure the reliability and integrity of financial information – internal controls accurate, ensure that management has timely records, in and complete information, including accounting order to plan, monitor and report business operations. to ensure that Ensure compliance – Internal controls help company is in compliance with the many federal, state and the operations of our local laws and regulations affecting business. Accomplishment and objectives of goals – Internal controls system provide a mechanism to monitor the for management achievement of operational goals and objectives. Preventive: Preventive control activities aim to deter the instance of errors or fraud. Preventive activities include thorough documentation and authorization practices. Preventive control activities prevent undesirable “activities” from happening, thus require well thought out processes and risk identification. Detective: Detective control activities identify undesirable The most obvious detective “occurrences” after the fact. control activity is reconciliation. RISK & CONCERNS Business to Consumer Electronics Risk relating • • • INTERNAL CONTROL AND ACCURACY SYSTEMS Internal control is all of the policies and procedures management uses to achieve the following goals. • • • • • and Best Practices Activities Internal control Internal control activities are the policies and procedures as well as the daily activities within an internal control system. that occur good internal control system should include the control activities A These activities generally fit into two types of activities. listed below. 1. 2. The Company has in place proper and adequate statutory and internal audit and control system in accordance with the nature 47 back, discounts, freebies offered through e-commerce through has back, discounts, freebies offered huge positive impact on sales of consumer electronics and to boost further expected is and the demand home appliances over the years. housing, The rapid growth of population, affordable opportunities to in semi-urban and urban areas have led the demand for This has pushed growth of nuclear families. and home appliances. consumer electronics The growing number of dual income families husband (both and power purchasing has given greater earning) and wife focus willingness spend to them which has pushed family’s to towards luxury / semi-luxury products resulting into higher electronics and home appliances. demand for consumer With the development of the communication the channel and Industry, Technology rise of information, Communication and Number of people a rise in media across the world is seen. with internet access has increased drastically and it has thus to position / market opportunity for companies created a new improved and more using their products in a better way efficient marketing channels. Social media too is playing vital role in shaping the position of the product. has resulted in development and Innovation, Continuous R&D products and services and this can be driver for of different improved sales and growth for the company. Recent and upcoming products in the Indian market reiterate the emphasis of product innovation and development to lead The companies are increasing their focus the way in future. on product design and ensuring that consumers get varied in the market and create an features to crease a differentiation impact. Due to the high marketing spends of multinational companies Company faces (MNCs) and new brands entering in India, the the threat of a preference developing among consumers for The Company intend to mitigate this threat foreign brands. via appropriate corporate marketing communication stressing the high pedigree of the company and its commitment to innovation and quality. Due to the plethora of distributor brands and domestic brands that specialize in import and rebranding, the consumer has a cost end of large number of brands to choose from at the low the price spectrum. Price sensitivity may lead many consumers threat will have to be This to overcome their risk aversion. countered with appropriate marketing communication about products vis-à- in quality of the company’s the difference vis such competitors and through highlighting the service reputation of the Company. The rise of modern trade retail chains of various hues leads to large sales to a few the risk of concentration of the company’s It This is a threat to the margins of the Company. customers. by enhancing the pull factors that drive sales can be countered through brand building measures at the corporate level. • • • • • Threats: Consumer Electronics Sector • • • Annexure - Directors’ Report the Company. The scopeofinternalauditextendstoallfunctionsandlocations of • • • • • • The Companyhasaninternalcontrolsystemwhichprovidesfor- highest standardsofethicalandmoralconductthebusiness. and itsemployees. The Companyiscommittedtoadherethe principles /standardsthatshouldgoverntheactionofCompany adopted thecodeofethics&businessconductwhichlaysdown etc. or failureofinternalauditcontrol,systems The Companyhas fraud relating tosuspected related partytransactions,investigations of internalauditfunctionandcontrolsystems, adequacy performance ofstatutoryandinternalauditorswithmanagement, the reviewing information, financial of disclosure process, reporting independent director, inter-alia, to oversee your Company’s financial a vigilant has Company a non-executive by headed Audit Committee ERP system“SaloraIntegratedManagementSystem(SIMS)”. Your oracle based tools ofmonitoringthroughuseastrongcustomized Salora hasaproperandadequatesystemofinternalcontrolwith observations arereviewedbymanagementandauditcommittee. Company.by Significant designed procedure and policy internal the places basedonauditplanthattest audit atallbusiness periodical The Company’s Statutory Auditors andInternal Auditors carriedout inland laws. governing per as recorded are adequately. transactions financial All and efficiently used are resources and assets All laws. inland with compliance goals, of business withachievement ensure compliance to which aredesigned and procedures ofpolicies comprises system control Internal of business. complexity and size and of business SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

facilitating theabove. Information technologysystemwhichincludecontrolsfor and and policies; standards accounting to applicable Adherence ofresources; andsafeguarding Efficient use and verified promptly reported; cross recorded; accurately being Transaction circulars; SEBI (LODR) requirements, managementguidelinesand procedures, policies, statutes, withapplicable Compliance ofassets; Accurate recordingandcustody 48 economic conditionsandotherincidentalfactors. tax laws, factors suchaschangeinthegovernmentregulations, and other and aresubjecttoknownunknownrisks,uncertainties otherwise. future performance don’t guarantee These statements or or events information development, the basisofanysubsequent on amend, modifyorreviseanyforwardlookingstatements, publicly or implied. expressed to no responsibility The Companyassumes and regulations. could differActual results from those materially statements’looking laws securities, of applicable withinthemeaning projections, estimates, expectations and predictions, may be ‘forward the Company’sdescribe report in this Statements objectives, CAUTIONARY STATEMENT Industrial relationsremainedcordialduringtheyearunderreview. improve uponforbuildingamotivatedandproductiveworkforce. the areasto to identify surveys engagement employee conducts by performance,prideandhappiness. characterized The Company in buildingperformancedrivenorganization The Companybelieves age. effectivelytalent tosustaintheorganization’smobilizing competitive change and by leadingorganizational businessobjectives in realizing The HumanResourcefunctionofyourCompanyplaysacriticalrole MATERIAL DEVELOPMENTSONHUMANRESOURCE components atthein-housefacility. of various of manufacturing the possibility of productshasexplored innovation. cost The Companyasapartofreducingmanufacturing constant through products breaking path technologically creating by The aimoftheCompanyistoserveconsumersdomestically delight anddeliverbeyondwhatisexpected. on customerandhisneedsiscommittedto Company focuses marketing. and insightful thinking inspired products, Innovative Strategy,The CompanyfocusesonIndigenous Improved Technology, forayed intomarketeitherdirectlyorindirectly. technology tosuitIndianneeds. The Companyhassuccessfully The Companyhasadoptedthebestandmostsophisticated individual items would, however, depend on specific demand drivers. durables. for consumer base penetration for The grownprospects and thetrendofreducingprices),existinglow household affordabilityincomes disposable of increasing (combination level The mediumtolongterm,theview is positive,givingtherisein OUTLOOK Auditors’ Report stated in note no 44 of the standalone financial statements. no 44 of the standalone stated in note has material The Company undisputed statutory dues tax lacs, Income of Sales tax Rs.335.98 recoverable Rs.109.82 lacs, Service tax Rs.14.74 lacs Modvat and Rs.7.82 of the as stated in note no 45 considered good lacs has been statements. standalone financial For deferred tax assets on unabsorbed depreciation, business losses, provisionsimpairment and capital losses etc tax liabilityrecognized net of deferred on account of difference 31st at as lacs 1834.64 Rs to amounting assets fixed of block in of realization for confident is management the as 2019, March the same as stated in note no 46 of the standalone financial statements. The Company holds Investments of Rs 341.48 lacs in its subsidiary Salora Component Limited has net worth of which March 2019. Company has entered Rs 89.54 lacs as on 31st into Share Purchase agreement dated on 30th March 2019 to sell the shares at cost, subject to the terms and conditions sell and for of this agreement and in consideration thereof transfer of shares on compliance of all transfer formalities as statements. stated in note no 47 of the standalone financial Pending confirmations / statement of accountsdocuments of old debit balances of certain trade payables and / follow up advances to Rs 84.37 lacs have been considered amounting of the same good, as the management is hopeful of recovery statements. financial standalone the of 48 no note in stated as Our opinion is not modified in respect of these matter stated above. iii) iv) v) vi) Key Audit Matters professional that, in our those matters Key audit matters are judgment, were of most significance in ouraddressed in These matters were statements of the current period. audit of the financial in and whole, a as statements financial the of audit our of context the be reported by us. our opinion there are no any such matter to Financial Statements Information Other than the Standalone Report Thereon Auditor’s and Board of Directors is responsible for the preparation The Company’s The other information comprises the of the other information. Annexures to Report including information included in the Board’s Analysis, Business Management Discussion and Report, Board’s Responsibility and Report on Corporate Governance but Report does not include the The above-referred information is expected report thereon. auditors’ standalone financial statements andto be made available to us after the date of this audit report. our Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. our statements, financial standalone the of audit our with connection In responsibility is to read the other information identified above when the other it becomes available and, in doing so, consider whether information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have this material misstatement of conclude that there is a performed, we 49 The Company has inventories as at 31st March 2019 of Rs. 5445.51 lacs at cost which includes old inventories against which provision of Rs 169.53 lacs has been considered. The Sale done from ageing inventories are not below cost. additional provision if any on inventories shall be accounted for at the time of disposal / realization as stated in note no 43 of the standalone financial statements. Contingent liabilities of Rs 6482.77 lacs related to Sales tax, tax etc against which amount deposited Income Excise duty, Rs 862.40 lacs which are contested by the company at various forums. However management believes that based on legal advice, the outcome of these contingencies will be favorable and that outflow of economic resourcesis not probable as ii) Report on the Audit of the Standalone Financial Statements Statements of the Standalone Financial Audit the Report on Opinion statements financial standalone accompanying the audited have We Limited of Salora International (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the Statement of Cash Flows for the year Changes in Equity and ended on that date, and a summary of the significant as information (hereinafter referred to policies and other explanatory accounting statements”). “the standalone financial and according to information to the best of our and opinion In our the explanations given to us, the Act, by the Companies statements give the information required aforesaid standalone financial in the manner so required and give Act”) true and fair a 2013 (“the Accounting Standards prescribed view in conformity with the Indian the Companies Act read with (Indian under section 133 of the AS”) and Accounting Standards) Rules, 2015, as amended, (“Ind other accounting principles generally accepted in India, of the state of the Company at March 31, 2019, the loss as and total of affairs comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section Act (SAs). Our responsibilities under those Standards 143(10) of the Audit of Auditor’s Responsibilities for the are further described in the are the Standalone Financial Statements section of our report. We independent in accordance of the Company with the Code of Ethics Accountants of India (ICAI) issued by Institute the Chartered of together with the independence requirements that are relevant to provisions the under statements financial standalone the of audit our Act of and the the Rules and made we thereunder, have fulfilled our other ethical responsibilities in accordance with these requirements believe that the audit evidence we Ethics. We of Code and the ICAI’s our for basis a provide to appropriate and sufficient is obtained have audit opinion on the standalone financial statements. Emphasis of Matters draw attention to the following matters We i) INDEPENDENT AUDITOR’S AUDITOR’S INDEPENDENT REPORT Limited of Salora International the Members To Auditors’ Report • We also: the audit. throughout skepticism professional and maintain judgment professional with SAs,weexercise in accordance As partofanaudit taken onthebasisofthesestandalonefinancialstatements. reasonably be expected to influence the economic decisions of users or intheaggregate,theycould considered materialif,individually can arisefromfraudorerrorand are when itexists.Misstatements in accordancewithSAswillalwaysdetectamaterialmisstatement conducted that anaudit not aguarantee but is of assurance, level is ahigh assurance ouropinion.Reasonable report thatincludes whether duetofraudorerror,misstatement, an auditor’s andtoissue the standalone financial statements as a whole are free from material Our objectivesaretoobtainreasonableassuranceaboutwhether Financial Statements Auditor’s Responsibilitiesfor the Audit of theStandalone financial reportingprocess. the Company’sfor overseeing are responsible The BoardofDirectors operations, orhasnorealisticalternativebuttodoso. management eitherintendstoliquidatetheCompanyorcease unless concern andusingthegoingbasisofaccounting related togoing matters as applicable, disclosing, concern, going the Company’sfor assessing responsible abilitytocontinueasa is management statements, financial standalone the preparing In error. whether duetofraud or misstatement, and arefreefrommaterial view fair and true a give that statements financial standalone the of the accountingrecords,relevanttopreparationandpresentation were that controls, financial operating effectivelyof for ensuringtheaccuracyandcompleteness internal adequate of maintenance and that arereasonableandprudent;design,implementation estimates and judgments making policies; accounting of appropriate and detectingfraudsotherirregularities;selectionapplication Act forsafeguardingtheassetsofCompanyand preventing of the with theprovisions in accordance records accounting adequate in in India. accepted of maintenance alsoincludes This responsibility Company the of flows cash accordance with the Ind AS and otheraccountingprinciplesgenerally and equity in changes income, comprehensive total performance, financial position, financial the of view fair and true a give that statements financial standalone these 134(5) ofthe section in stated of to thepreparation Act withrespect The Company’sfor thematters BoardofDirectorsisresponsible Governance fortheStandaloneFinancialStatements Responsibilities ofManagementandThoseCharged with and regulations. laws and theapplicable by thecircumstances necessitated actions and takeappropriate the mattertothosechargedwithgovernance to communicate we arerequired therein, a materialmisstatement is there that we conclude if information, the other When weread other information;wearerequiredtoreportthatfact. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 appropriate toprovide a basis forour opinion. The riskof and sufficient is that evidence audit obtain and risks, those tofraud due or error,to responsive procedures and performaudit design whether statements, financial standalone the of misstatement the risksofmaterial and assess Identify 50 determine that a matter should not be communicated in ourreport determine thata mattershouldnotbecommunicated we rare circumstances, extremely or when,in the matter about public disclosure law orregulationprecludes report unless auditor’s Wematters. audit key the are therefore our in matters these describe the audit of the in standalone financial statements ofsignificance the current period and most of were that matters those determine we with governance, charged with those communicated From thematters independence, andwhereapplicable, relatedsafeguards. and othermattersthatmayreasonablybethoughttobearon our relationships all with them to communicate and independence, regarding requirements with relevantethical that wehavecomplied Wewith astatement those chargedwithgovernance alsoprovide in deficiencies internal controlthatweidentifyduringouraudit. anysignificant including findings, audit significant among othermatters,theplannedscopeandtimingofaudit and Weregarding, communicatewiththosechargedgovernance financial statements. the in misstatements identified any of effect the evaluate to (ii) and of ourwork; the results of ourauditworkandinevaluating scope Weconsider quantitative materialityandqualitativefactorsin(i)planningthe beinfluenced. may statements financial the of user makesit inaggregate, or knowledgeable of areasonably probable thattheeconomicdecisions individually that, statements financial in thestandalone Materiality isthemagnitudeofmisstatements • • • • fair presentation. in amannerthatachieves and events transactions underlying the disclosures, and whether the standalone financial statements represent the including statements, financial standalone Evaluate theoverallpresentation,structureandcontentof cause theCompanytoceasecontinueasagoingconcern. report.However,auditor’s may future eventsorconditions based on the auditevidenceobtainedupto the dateofour are are inadequate, to modify ouropinion.Ourconclusions disclosures such if or, statements financial standalone the in reporttotherelateddisclosures draw attention inourauditor’s conclude thatamaterialuncertaintyexists,we are requiredto on theCompany’sIf we asagoingconcern. to continue ability doubt significant cast may that conditions or events to related exists evidence obtained,whetheramaterialuncertainty going concernbasisofaccountingand,basedontheaudit Conclude ontheappropriatenessofmanagement’s useofthe disclosures madebymanagement. and related and thereasonablenessofaccountingestimates used policies ofaccounting the appropriateness Evaluate such controls. financial internal adequate effectivenessand theoperating in place system controls of has Company the whether on the our opinion for expressing Act, wearealsoresponsible 143(3)(i) of Under section in thecircumstances. appropriate that are procedures audit in ordertodesign to theaudit relevant controls financial internal of understanding an Obtain or theoverrideofinternalcontrol. collusion, forgery, misrepresentations, intentional omissions, from error,higher thanforoneresulting asfraudmayinvolve resultingfromfraudis not detectingamaterialmisstatement Auditors’ Report Partner S.K. Agarwal Chartered Accountants Membership No.: 093209 R Gopal & Associates For R Gopal & Firm Registration No.: 000846C Firm Registration No.: The Company has maintained proper records showing The Company has maintained proper records full particulars, including quantitative details and situation of fixed assets. Fixed assets have been As explained to us, no management during the year. physically verified by the verification. major discrepancies were noticed on such According to the information and explanation given to us and on the basis of our examination of the records the title deeds of immovable properties of the Company, except Lease hold are held in the name of the company, Area Phase II is in the land at D-13/4 Okhla Industrial Private old name i.e Electronics Consortium Company’s Limited and necessary steps are being taken for transfer in the company name as explained by the management.

a) foreseeable losses, and foreseeable no amount There were were required which transferred to be to Fund by the Company. Education and Protection the Investor Inventories have been physically verified by the management service spares during the year at reasonable intervals except As per third party. and goods, material in bond, transit or with the information and explanations given to us, no material discrepancies were noticed inventories. on physical verificationAccording to the information and explanation given to us, the of has not granted any loans, secured or unsecured, Company’s to companies, firms, Limited Liability Partnershipsparties listed in the register maintained under section 189 of or other Act 2013 and hence sub clause (a) (b) (c) are the Companies not applicable. In our opinion and according to the information and explanations given to us, the Company has neither given Act 2013 to its directors any loans u/s 185 of the companies and nor has given any loans and guarantee or provided any security in connection a company to any person with a loan by or other body corporate and acquiring securities of any other hence clause (iv) is not body corporate by the company, applicable to the company. The company has not accepted any deposits from the public in Act accordance with the provisions of sections 73 to 76 of the b) c) III. Date : 25th May 2019 Place : New Delhi Report Auditors’ to the Independent A Annexure Report to the Auditors’ Annexure referred to in Independent The for statements financial standalone the on Company the of members that: the year ended 31st March 2019, we report (i) (ii) (iii) (iv) (v) 51 As required by the Companies (Auditor’s Report) Order, 2016 by the Companies (Auditor’sAs required Report) Order, by the Central Government (“the Order”) issued of India in give in Act, we of section 143 of the terms of sub-section (11) the Annexure-A, a statement on the matters specified in the the order. paragraph 3 and 4 of Act, based on our audit As required by Section 143(3) of the we report that: and obtained all the information have sought and We explanations which to the best of our knowledge and belief purposes of our audit. were necessary for the books of account as required by law In our opinion, proper have been kept by the Company it appears so far as from our examination of those books. (including Loss and Profit of Statement the Sheet, Balance The other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this of account. Report are in agreement with the relevant books In our opinion, the aforesaid standalone financial statements Act, the of 133 Section under specified AS Ind the with comply Rules, 2014. read with Rule 7 of the Companies (Accounts) received from the On the basis of the written representations directors as on 31st March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st in terms of March 2019 from being appointed as a director Act. Section 164 (2) of the With respect to the adequacy of the internal financial controls the and Company the of statements financial to reference with of such controls, refer to our separate operating effectiveness Report in “Annexure B”. Our report expresses an unmodified of opinion on the adequacy and operating effectiveness the Company’s internal financial controls with referencefinancial statements. to Auditor's With respect to the other matters to be included in the Report in accordance with the requirements of Sec 197(16) of Act, as amended: the In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with Act. the provisions of section 197 of the Auditor’s With respect to the other matters to be included in the of the Companies (Audit Report in accordance with Rule 11 and to Auditors) Rules, 2014, as amended in our opinion and the best of our information and according to the explanations given to us: The Company has disclosed the impact of pending litigations on its financial position in itsstandalone financial statements. Refer Note no 37 to the standalone financial statements. The Company did not have any long term contracts including derivative contracts for which there were any material 2 a. b. c. d. e. f. g. h. I. II. because adverse consequencesthe of doing so would reasonably be expected to outweigh communication. the public interest benefits Requirements Other Legal and Regulatory Report on of such 1 Auditors’ Report (vii) (vi) SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19 (xiii) (xii) (xi) (x) (ix) (viii) Finance Act, 1994 Act, Finance Sales TaxLaw Central Excise Act, 1944 Name oftheStatute examination ofthesame. and maintained.We have not,however, made adetailed and recordsarebeingmade facie, theprescribedaccounts the Companies Act, 2013andareoftheopinionthatprima 148 of (1)ofsection under subsection been prescribed ofcostrecordshas Government ofIndia,maintenance by thecompanypursuanttoRulesmadeCentral We havebroadlyreviewedthebooksofaccountmaintained and theRulesframedthereunder. with related parties are in compliance with section 177 and withsection with relatedparties areincompliance of therecords,all transactions based onourexamination given tousand According totheinformationand explanation the company. Accordingly,to paragraph3(xii)oftheOrderisnotapplicable company.not anidhi is the Company to us, given explanations and In ouropinionandaccording totheinformation 197 readwithScheduleVtotheCompanies Act. of section approvals mandatedbytheprovisions the requisite remuneration hasbeenpaidorprovidedinaccordancewith that themanagerial we areoftheopinion best ofourknowledge, given tousand and explanation According totheinformation employees hasbeennoticedorreportedduringtheyear. or officers its by Company the on or Company the by fraud According totheinformationandexplanationsgivenus,no loan andhenceclause(ix)isnotapplicabletothecompany. offer orfurtherpublicoffer (includingdebtinstruments)orterm The Companydidnotraiseanymoneybywayofinitialpublic during theyear. holders to debenture or dues borrowings fromgovernment financial institution. The Company does not have any loan and has notdefaultedinrepaymentsofduestoanybanksand the Company to us, given explanation and the information According totherecordsofCompanyexaminedbyusand a) State Insurance, Income Tax, Duty of Customs,Goods Provident Fund,Employees to us, given and explanations According totherecordsofCompanyandinformation Service Taxon Nature ofthe Excise Duty Excise Duty Excise Duty Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Royalty Penalty dues 0.78 2.99 25.92 1306.67 0.19 26.03 1.97 1.86 3.75 2,435.22 1,835.21 Deposited (RsLacs) Amount not 52

(xvi) (xv) (xiv) Date :25thMay 2019 Place: NewDelhi 1993-1994 to2003-2004 1993-1994 to2003-2004 Period towhichthe 45-IA oftheReserve BankofIndia Act, 1934. The Companyisnotrequiredtoberegisteredundersection or personsconnectedwithhim. during theyearwithdirectors into anynon-cashtransactions to thebestofourknowledge,Companyhasnotentered given tousand According totheinformationandexplanation paragraph 3(xiv)of the Orderisnotapplicable tothecompany. debenturesduringtheyear.or partlyconvertible Accordingly, preferential allotmentorprivateplacementofsharesfully the Companyhasnotmadeany to thebestofourknowledge, given tousand According totheinformationandexplanation Accounting Standard. Indian applicable per as statements financial the in disclosed 188 oftheCompanies have been Act, 2013andallthedetails b) amount relates 2000-2001 1995-1996 1999-2000 2000-2014 2001-2002 2001-2004 2002-2003 2000-2003 2000-2003 the following: except dispute of any onaccount not deposited been Duty ofExcise,Value Added Tax, Cesswhichhave Service Tax, Sales Tax, Service Tax, DutyofCustoms, to us,therearenoduesofIncome Tax, Goodsand given According totheinformationandexplanations months fromthedatetheybecamepayable. as at31stMarch,2019foraperiodofmorethansix dues statutory us therewerenoarrearsofoutstanding given to Company andinformationexplanations appropriate authorities. According totherecordsof have beendepositedregularlyduringtheyearwith the & Service Tax, Cess,andothermaterialstatutorydues Tribunal Remand backto Tribunal Appellate Authority -HighCourt Sales TaxCommissioner HighCourt SupremeCourt pending Forum wheredisputeis ExciseCommissioner CESTAT Remand backto Assessing officer Supreme Court Supreme Court Firm RegistrationNo.:000846C For RGopal& Associates Membership No.:093209 Chartered Accountants S.K. Agarwal Partner Auditors’ Report Partner S.K. Agarwal Chartered Accountants Membership No.: 093209 R Gopal & Associates For R Gopal & Firm Registration No.: 000846C Pertain to the maintenance Pertain to the maintenance in reasonable of records that, detail, accurately and fairly of the company; dispositions of the assets reflect the transactions and Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being with authorizations made only in accordance of management and and directors of the company; Provide reasonable assurance or timely regarding prevention detection of unauthorized acquisition, or disposition use, of on the the company's assets that could have a material effect financial statements. Date : 25th May 2019 Place : New Delhi a process designed to provide reasonable assurance regarding reasonable assurance designed to provide a process the reliability of financial reportingand the preparation of financial for external purposesstatements with generally in accordance control financial internal company's A principles. accounting accepted - that: procedures and policies those includes reporting financial over 1) 2) 3) with reference Controls Inherent Limitations of Internal Financial to financial statements Because of the inherent limitations of with reference internal to financial financial statements, controls including the possibilitycollusion or improper management, override of controls, material of misstatements fraud may due to error or occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the financial statements may become internal inadequate because of financial changes control within conditions, or that the degree of compliance with the policies or reference to procedures may deteriorate. Opinion In our opinion, material the Company has, in all respects, an adequate internal financial controls with referenceand such to financial internal financial statements controls with referencefinancial statements to standalone were operating effectively as at2019, based 31st March, on the internal control over financial reporting criteria established by the Company considering the essential components Audit of Internal of internal control stated in the Guidance Note on Financial Controls Over Financial Reporting issued by the Institute Accountants of India, which needs to be strengthened. of Chartered 53 Report on the Section of 3 Internal Sub-section of (i) Clause under financial statements financial controls with reference to Act”) 2013 (“the Act, Companies 143 of the We have audited the internal financial controlsfinancial with statements of Salora International Limited (“the Company”) reference to as of 31st March 2019 in conjunction with our audit of the standalone date. that on ended year the for Company the of statements financial Controls Responsibility for Internal Financial Management’s management is responsible for establishing The Company’s and maintaining internal financial controls basedcontrol over financial reporting criteria established on by the Company the internal considering the essential components of internal control stated Audit of Internal Financial Controls over in the Guidance Note on Accountants Financial Reporting issued by the Institute of Chartered These responsibilities design, include the implementation of India. and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct policies, the of its business, including adherence to the Company’s safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, Act.. as required under the Responsibility Auditors’ Our responsibility express an opinion on the Company's internal is to financial controls with reference to financial statements based on the Guidance conducted our audit in accordance with audit. We our Audit of Internal Financial Controls over Financial Reporting Note on (the “Guidance Note”) and the Standards on Auditing as specified extent Act, to the applicable to an audit under section 143(10) of the of internal financial controls, bothapplicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Those Standards and the Guidance Note Accountants of India. ethical requirements and plan and perform comply with require that we about whether adequate the audit to obtain reasonable assurance internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includedinternal obtaining financial controls an understanding with reference of assessing the risk that a material weakness exists, and testing and to financial statements, of internal control evaluating the design and operating effectiveness The procedures selected depend on the based on the assessed risk. auditor’s judgment, including the assessment of the risks of material to due whether statements, financial standalone the of misstatement obtained is have believe that the audit evidence we We fraud or error. sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements. Meaning of Internal Financial Controls with reference to financial statements A company's internal financial control over financial reporting is SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2019 (Rs. in lakhs) As at As at Particulars Note No. 31st March 2019 31st March 2018 ASSETS 1.Non-current assets (a) Property, Plant and Equipment 3 2,152.78 2,348.35 (b) Capital work-in-progress - 2.95 (c) Other Intangible Assets 4 5.08 5.08 (d) Financial Assets (i) Investments 5 345.82 345.82 (ii) Trade Receivables 6 1,587.98 1,467.47 (iii) Loans 7 - - (iv) Other Financial Assets 8 24.42 27.76 (e) Deferred Tax Assets (Net) 9 1,834.64 1,994.26 (f) Other Non-Current Assets 10 905.73 586.75 Total Non-current assets 6,856.45 6,778.44

2.Current assets (a) Inventories 11 5,445.51 5,660.81 (b) Financial Assets (i) Trade Receivables 12 4,620.56 1,607.91 (ii) Cash and cash equivalents 13 8.85 21.44 (iii) Bank Balances other than (ii) above 14 11.64 8.85 (iv) Other Financial Assets 15 144.86 167.93 (c) Current Tax Assets (Net) 16 112.81 112.48 (d) Other Current Assets 17 543.69 493.17 Total current assets 10,887.92 8,072.59

TOTAL ASSETS 17,744.37 14,851.03

EQUITY AND LIABILITIES Equity (a) Equity Share capital 18 881.45 881.45 (b) Other Equity 19 5,963.65 6,458.40 Total Equity 6,845.10 7,339.85

Liabilities Balance Sheet 1. Non-current liabilities (a) Financial Liabilities (i) Borrowings 20 1,393.85 723.61 (ii) Other Financial Liabilities 21 118.31 118.22 (b) Provisions 22 18.09 17.88 Total non-current liabilities 1,530.25 859.71

Current liabilities (a) Financial Liabilities (i) Borrowings 23 5,147.23 4,905.63 (ii) Trade payables 24 3,912.97 1,408.92 (iii) Other Financial Liabilities 25 145.99 110.98 (b) Other current liabilities 26 110.39 180.59 (c) Provisions 27 52.44 45.35 Total Current liabilities 9,369.02 6,651.47

TOTAL EQUITY AND LIABILITIES 17,744.37 14,851.03 Singnificant Accounting Policies 2 The accompaning notes (1-51) form an integral part of the Standalone financial statements. For and on behalf of the Board As per our seperate report of even date annexed. For R Gopal & Associates Chartered Accountants Firm Reg No. 000846C S K Agarwal Tarun Jiwarajka Gopal Sitaram Jiwarajka Partner Whole Time Director & CFO Chairman & Managing Director M.No: 093209 DIN No. 00386240 DIN: 00024325

Place :New Delhi Silky Gupta Date: 25.05.2019 Company Secretary 54 Statement of Profit & Loss

- - - 0.97 0.67 -0.30 15.57 53.89 -11.41 -11.41 -11.41 211.01 211.01 879.47 681.62 418.15 -459.60 9,059.05 1,185.45 2,639.69 -1,004.03 -1,004.70 -1,422.85 -1,422.85 12,812.16 12,827.73 14,250.58 (Rs. in lakhs) 31st March 2018 31st March For the year ended For the year DIN: 00024325

- - - - 3.12 -5.54 -5.54 -6.89 18.46 Gopal Sitaram Jiwarajka -67.03 -10.01 743.01 194.93 265.36 501.37 935.52 -325.11 -325.11 -325.11 -325.11 -487.85 -494.74 -162.74 For and on behalf of the Board Chairman & Managing Director 17,583.36 17,601.82 17,926.93 15,353.77 31st March 2019 31st March For the year ended For the year

2 28 29 32 33 34 30 31 35 35 36 Silky Gupta Note No. Tarun Jiwarajka Tarun DIN No. 00386240 Company Secretary Whole Time Director & CFO Time Whole

55 Particulars STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2019 YEAR ENDED LOSS FOR THE AND OF PROFIT STATEMENT STANDALONE

Total Income (I+II) Total Other Income Revenue from Operations

EXPENSES

Profit/(Loss) before exceptional items and tax (III-IV) Profit/(Loss) before exceptional items and Finance costs Depreciation and amortization expenses Other expenses work in progress Purchases of Stock-in-trade of finished goods, Stock-in-trade and Changes in Inventories Employee benefits expenses expenses (IV) Total Earnings per equity share Other Comprehensive Income Profit/(loss) before tax (V-VI) Exceptional Items Cost of materials consumed Excise Duty (1) Basic( in Rs.) (2) Diluted (in Rs.) (i) Items that will not be reclassified subsequently to profit or loss (i) Items that will not be reclassified subsequently benefit plans (ii) Re-measurement gains (losses) on defined Tax) (Deferred effect Tax (iii) Income Tax expense: Tax Significant accounting policies Total Comprehensive Income for the year (Comprising Profit Comprehensive Income for the year Total for the year) (Loss) and Other Comprehensive Income (1) Current tax (2) Deferred tax

Profit/(loss) for the year (VII-VIII)

I.

II. V. X. III. IV. VI. XI. IX. XII. VII. VIII. XIII. Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 S K Agarwal As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C The accompaning notes (1-51) form an integral part of the Standalone financial statements. The accompaning notes (1-51) form an integral part of the Standalone financial SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Standalone Statement of Changes in Equity for the year ended 31st March, 2019 (` In lacs) A. EQUITY SHARE CAPITAL As at Changes during As at March 31, 2018 the year March 31, 2019 Equity Share Capital 881.45 - 881.45

B. OTHER EQUITY Particulars Reserves & Surplus Items of Other Total Securities General Reserve Retained Comprehensive Premium Earnings Income

Balance as at 1st April, 2018 3,247.29 4,045.58 -832.04 -2.43 6,458.40

For the Year - - -487.85 -6.89 -494.74

Balance as at 31st March, 2019 3,247.29 4,045.58 -1,319.90 -9.32 5,963.66

The accompaning notes (1-51) form an integral part of the Standalone financial statements.

For and on behalf of the Board As per our seperate report of even date annexed. For R Gopal & Associates Chartered Accountants Firm Reg No. 000846C

S K Agarwal Tarun Jiwarajka Gopal Sitaram Jiwarajka Partner Whole Time Director & CFO Chairman & Managing Director Notes to Financial Statements M.No: 093209 DIN No. 00386240 DIN: 00024325

Place :New Delhi Silky Gupta Date: 25.05.2019 Company Secretary

56 Notes to Financial Statements

- 2.50 0.81 9.91 8.87 -4.08 92.87 24.74 -12.76 -35.77 -54.55 -44.87 211.01 211.01 634.44 303.91 108.32 447.57 443.49 128.21 329.00 In lacs) -119.23 -119.23 -411.20 -411.20 -200.98 -645.49 -619.28 -229.00 ` 2,301.80 ( -1,422.85 -1,007.76 31.03.2018 Year Ended

- 2.50 9.23 9.60 2.05 -7.39 -0.24 -0.33 -2.79 11.13 11.13 67.97 18.45 -65.03 -26.00 -32.01 194.93 702.68 215.30 260.10 241.60 -325.11 -325.11 -454.73 -274.41 -274.74 -633.70 2,477.54 1,718.00 -3,035.22 -1,031.00 31.03.2019 31.03.2019 Year Ended 57 Particulars Depreciation Lease hold land amoritisation Interest Paid Interest Income Allowance for doubtful receivables Allowance for doubtful Provision for Interest receivable written back Provision for Interest Bad Debts Plant and Equipment Loss/(Profit) on sale of Property, Irrecoverable loans and advances written off Provision/Liability no longer required written back Provision/Liability no longer required written (Increase) /Decrease in inventories and other receivables Trade (Increase)/Decrease in and other payables Trade (Increase)/Decrease in Direct taxes (paid ) / Refund Received

Interest received Purchase of Property, Plant & Equipment Purchase of Property, & Equipment Plant Proceeds from sale of Property, Proceeds/(Repayments) of Non Current Borrowings (Net) Proceeds/ (Repayments) of Current Borrowings (Net) Loan Received (Unsecured) Loan Repaid (Unsecured) Interest Paid Margin Money (given)/realised

Profit/(Loss) before tax Profit/(Loss) before Adjustment for :

Working Capital changes Operating Profit before Adjustment for :

Activities Cash Generated from Operating Adjustment for : Net cash from Operating Activities Net cash from Operating Activities Net cash from / ( used in ) Investing

Activities Net cash from/(used in) Financing

STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH 2019 31ST MARCH YEAR ENDED FOR THE OF CASH FLOW STATEMENT STANDALONE

CASH FLOW FROM OPERATING ACTIVITIES : ACTIVITIES OPERATING CASH FLOW FROM

CASH FLOW FROM INVESTING ACTIVITIES : CASH FLOW FROM INVESTING CASH FLOW FROM FINANCING ACTIVITIES : CASH FLOW FROM FINANCING

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Net Increase/ (Decrease) in cash and cash equivalents : -12.59 -3.48 Cash and cash equivalents at beginning of the year 21.44 24.92 Cash and cash equivalents at end of the year 8.85 21.44 The accompaning notes (1-51) form an integral part of the Standalone financial statements. Note: 1. The above cash flow statement has been prepared under the “Indirect Method” as set out in IND AS-7 notified under Section 133 of the Companies Act 2013.

2. Components of Cash and Cash equivalents Particulars 2018-19 2017-18 Balances with banks Current accounts 5.05 18.61 Cash in hand 3.80 2.83 Total ( refer Note-13) 8.85 21.44

3. Figures in bracket indicate cash outflows.

For and on behalf of the Board As per our report of even date attached. For R Gopal & Associates Chartered Accountants Firm Reg No. 000846C

S K Agarwal Tarun Jiwarajka Gopal Sitaram Jiwarajka Partner Whole Time Director & CFO Chairman & Managing Director M.No: 093209 DIN No. 00386240 DIN: 00024325

Place :New Delhi Silky Gupta Date: 25.05.2019 Company Secretary Notes to Financial Statements

58 Notes to Financial Statements 59 Corporate Information Corporate (BSE at Bombey Stock Exchange in India, listed incorporated and domiciled public limited company Limited is a Salora International Ltd.) and National Stock Exchange of India Ltd. (NSE). The address of its registered office is D-13/4 Okhla Industrial Area Phase-II The principal New activity Delhi of 110020. Company is manufacturing and assembly of TVs, TV LED TVs, Components, CRT Home selling Products,whole of distribution of large variety of IT,Telecom Mobile Batteries & Chargers and also Theatres, Mobile Phone, of electricity (Wind Power). consumer items and generation policies Significant accounting Basis of preparation Section under standard accounting Notified the with respects material all in comply to prepared been have statements financial These Rules, 2015 and relevant Accounting Standards) Rule 3 of the Companies (Indian Act’) read with 2013 (‘the Act, 133 of the Companies to (referred Standards Accounting Indian with accordance in prepared been have statements financial The after. there ammendments AS”) under the as historical “Ind cost convention on an accrual basis except for certain financial instruments which are required to be in the accounting policies below. at the end of each reporting period as explained measured at fair values The financial statements are presented in Indian rupees and all values are rounded to the nearest lakhs and two decimals thereof, except otherwise stated. The Standalone Financial statements were approved by the Board of Directors on 25 May 2019. Use of estimates and judgements The preparation of the financial statements conformityin the application of accounting policies and the reported amounts of These estimates, and assumptions judgments affect assumptions. with Ind AS requires management to make estimates, assets and liabilities, and judgments the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts Actual results could differ estimates Accounting to period. could change from period of revenues and expenses during the period. Appropriate changes in estimates are made management as becomes aware of changes in circumstances from those estimates. surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made are disclosed in the notes to the financial statements. and, if material, their effects Property Plant and Equipment (PPE): Cost comprises the are stated plant and Equipment at cost less accumulated depreciation and impairment losses, if any. Property, purchase net of input of taxes attributable price and any cost of bringing the asset to its working condition its intended for use. Borrowing Plant and Equipment which takes substantial period of time to get ready for its intended use costs relating to acquisition of Property, Plant and ready to be put to use. Improvement to Property, the period till such assets are are also included to the extent they relate to of standard assessed previously their beyond assets existing the from benefits future the increasing of effect the has which Equipment performance is included in the Gross Block. plant and Equipment assets not ready for the intended date of the Balance use on the Sheet are disclosed as “capital work- Property, in-progress”. Depreciation and amortisation Plant Depreciation and on Equipment Property, is provided as per Straight Line Method on the basis of useful life of assets specified Act, 2013. and in the manner specified in the Schedule II of the Companies Leasehold land on is amortised the straight line basis over the period of lease term except land on perpetual lease. Intangible assets the to flow will assets the to attributable are that benefits economic future the that probable is it when recognised are assets Intangible enterprise and the cost of the assets can be measured reliably. Intangible assets are stated at less accumulated amortisation original cost and impairment losses, if any. Intangible assets are amortised over the useful life of such assets. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a All other borrowing substantial are capitalized period of time to get ready for its intended use or sale as part of the cost of the asset. Borrowing costs consist of interest and other costs that the company incurs in costs are expensed in the period in which they occur. connection with the borrowing of funds.

2 A B C D E Borrowing cost Significant Accounting Policy and notes on accounts Accounting Policy Significant 1 SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

F Current versus non-current An asset is current when it is: • Expected to be realized or intended to be sold or consumed in normal operating cycle; • Held primarily for the purpose of trading; • Expected to be realized within twelve months after the reporting period; or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: • It is expected to be settled in normal operating cycle; • It is held primarily for the purpose of trading; • It is due to be settled within twelve months after the reporting period; or • There is no unconditional right to defer settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Current liabilities include current portion of non-current financial liabilities. G Financial instruments (i) Initial recognition The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition. (ii) Subsequent measurement a) Financial assets carried at amortized cost A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding. b) Financial assets carried at fair value through other comprehensive income A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Further, in cases where the company has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognised in other Notes to Financial Statements comprehensive income. c) Financial assets carried at fair value through profit or loss A financial asset which is not classified in any of the above categories is subsequently fair valued through profit or loss. d) Financial liabilities Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amount approximate fair value due to the short maturity of these instruments. e) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. f) Investment in subsidiary Investment in subsidiary is carried at cost in the separate financial statements. (iii) Derecognition of financial instruments The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of financial liability) is derecognized from the Company’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.

60 Notes to Financial Statements

61

Level 1: Quoted (unadjusted) market prices in active markets for or liabilities identical assets directly to the fair value measurement is for which the lowest level input that is significant techniques Level 2: Valuation or indirectly observable techniques level input that for which the lowest is significant to the fair value measurement is Level 3: Valuation unobservable Company has determined classes of assets & liabilities on the basis of the For the purpose of fair value disclosures, the or liability and the level of the fair value hierarchy as explained above. nature, characteristics and the risks of the asset In the principal the market for or asset or liability In the absence market, of a principal market in the most advantageous or liability for the asset Cost of manufactured finished goods and work in progress includes cost of material, labour and manufacturing overheads. Cost is calculated on FIFO basis in respect of mainily trading goods and on weighted average basis in respect of manufatured goods. Inventories are valued at cost or net realisable value whichever is lower. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic ability to generate fair value measurement of a non-financial asset takes into account a market participant’s A use the asset in it to another market participant that would asset in its highest and best use or by selling benefits by using the its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available maximizing to measure fair value, of relevant observable the use minimizing inputs and of unobservable the use inputs. All assets and liabilities for which fair value is measured or disclosed in whole: the financial a statements areas categorized measurement within the value fair fair the to significant is that input level lowest the on based follows, as described hierarchy, value - Fair value of financial instruments Fair value between market in an orderly transaction paid to transfer a liability sell an asset or would be received to the price that Fair value is sell the the transaction to on the presumption that is based The fair value measurement date. at the measurement participants place either: the liability takes asset or transfer -

a) (iv) The Company recognizes revenue, whenever control over distinct goods or services is transferred to the customer; i.e. when the a provided benefits, remaining the of all substantially obtains and services or goods transferred the of use the direct to able is customer contract with enforceable rights and obligations exists and amongst others collectability of consideration is probable taking into account Revenue from contacts with customers Financial assets valued fair not are which assets financial the for model (ECL) loss credit expected the using allowances loss recognizes company The through profit or loss. Loss allowance for trade receivables with no significant financing components is measured at an amount equal to lifetime ECL. For all other financial assets, ECLs are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime The ECL. amount of ECLs (or at the reporting date to the amount that is required to be recognized reversal) that is required to adjust loss allowance as an impairment gain or loss in profit or loss. Non-financial assets plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability events whenever or changes in circumstances Intangible assets and property, be recoverable. indicate that their carrying amounts may not testing, the recoverable amount (i.e. the For the purpose of impairment is determined on an individual higher of the fair value less cost to sell and value-in-use) generate asset basis unless the asset does not Cash the for determined is amount recoverable the cases, such In assets. other from those of independent largely are that flows cash Generating Unit to which the asset belongs. If such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and LossAn impairment loss is isthe amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. measured by reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. that this amount does not exceed the The carrying amount of the asset is increased to its revised recoverable amount, provided carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years. c) b)

J I Inventories H Impairment: SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

customer’s creditworthiness. Revenue is the transaction price the Company expects to be entitled to. In determining the transaction price, the Company considers effects of variable consideration, the existence of significant financing contracts, noncash consideration and consideration payable to the customer, if any. The Company considers whether there are other promises in the contract that are separate performance obligations to which the transaction price needs to be allocated (e.g. warranties etc.). Variable consideration If the consideration in a contract includes a variable amount, the company estimates the amount of consideration to which it will be entitled to in exchange for transferring goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant reversal of revenue will not occur once associated uncertainties are resolved. Some contracts with the customers provide them with a right to return and volume rebates. The right to return and volume rebates gives rise to variable consideration. The amount of variable consideration is calculated by either using the expected value or the most likely amount depending on which is expected to better predict the amount of variable consideration. Consideration is also adjusted for the time value of money if the period between the transfer of goods or services and the receipt of payment exceeds twelve months and there is a significant financing benefit either to the customer or the Company. If a contract contains more than one distinct good or service, the transaction price is allocated to each performance obligation based on relative stand-alone selling prices. If stand-alone selling prices are not observable, the Company reasonably estimates those. Revenue is recognized for each performance obligation either at a point in time or over time. Sale of products The Company recognizes revenues on the sale of products, net of returns and trade discounts , when substantial risks and rewards of ownership are transferred to the buyer usually on delivery of goods. Sales of goods is net of taxes. Sale of service Service income is recognised as and when service is complete and net of taxes. Sale of power Revenue from the sale of power generated from wind is recognised on the basis of the number of units of power sold on monthly basis to MSEDCL at rates agreed upon. Other operating revenue Other operational revenue represents income earned from activities incidental to the business and is recognised when right to receive the income is established. Other Income Interest income from a financial asset is recognized using the effective interest rate. Other income is recognized on accrual basis net of taxes. Notes to Financial Statements K Foreign exchange transactions Functional currency The functional currency of the Company is the Indian Rupee. These financial statements are presented in Indian rupees. Transactions and translations Foreign-currency-denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or losses resulting from such translations are included in net profit in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. Transaction gain or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cash-flow items denominated in foreign currency are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction. L Employee benefits Short term employee benefits : All employee benefits due wholly within twelve months of rendering of services are classified as short term employee benefits. Benefits like salaries, wages, leave salary, contribution to Provident Fund/ Employee State Insurance contributions etc. paid or payable during the reporting period and the expected bonus expense are recognised as an expense on an undiscounted basis in the period in which the employee renders the related service.

62 Notes to Financial Statements 63 Long term employee benefits : employee benefits Long term absence: Compensated The liability encashmentfor leave and other compensated is recognized absences on the basis of actuarial valuation end made at the of the year. Post -employment benefits plan a) Defined contribution or percentage rate specified at contribution by recognised are benefits Pension Family Fund, Provident for Plans Contribution Defined No actuarial assumptions are required to measure the obligations or expenses and there is no possibility of any actuarial on salary. gain or loss. Moreover the obligations are measured on an undiscounted basis. The contribution paid /payable under the schemes is service. period in which employee renders the related recognised during the plan b) Defined benefit Projected the using determined is Gratuity towards liability ‘s Company The Plan. Retirement Benefit Defined is Gratuity Company’s The entitlement. rise to additional unit of employee benefit recognises each period of service as giving Unit Credit Method which The liability is provided based on actuarial valuation certified by consulting The actuary. Company recognizes the net obligationa of defined benefit plan in its balance sheet as an asset or liability. Remeasurements of comprisingthe asset effect ceiling (excluding amounts included in net interest on the net defined benefit liability) and the return on plan of assets actuarial gains and losses, the (excluding amounts included in net interest on the net defined benefit liability) relating to retirement benefit plans are recognised in reclassified to profit or loss in subsequent periods. Other Comprehensive Income which are not Income taxes Income tax Tax. and Deferred Income Tax The accounting treatment followed for taxes on income is to provide for Current Income expense is recognized in the net profit in the Statement of Profit and Loss other comprehensive in which case it is recognized in income tax for current and prior period is the income. Current exceptdirectly in equity, to the extent that it relates to items recognized aggregate amount of income tax determined as payable in respect of taxable income and tax laws for the period, using the tax rates asset and liability are recognized for Tax that have been enacted or substantially enacted Income by the Balance Sheet date. Deferred all temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred Income tax assets are to the extent that it is no longer probable that the related tax benefit will be realized. reviewed at each reporting date and are reduced Deferred tax assets and liabilities have been enacted or substantively are measured using tax rates and tax laws that enacted by the are expected to be Balance Sheet expected to apply date and are to taxable income in the years in which those temporary differences against available be will profit taxable future that probable is it that extent the to recognized is asset tax deferred A settled. or recovered and tax losses can be utilized. which the deductible temporary differences Provisions and contingencies provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be A onerous for Provisions obligation. the settle to required be will benefits economic of outflow an that probable is it and reliably, estimated contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require A an outflow of resources or an obligation for which the future outcome cannot When be there ascertained is with reasonable certainty. no provision or disclosure. a possible or a present obligation where the likelihood of outflow of resources is remote, Earnings Per Share (EPS) Basic EPS are computed by dividing the net profit or loss for the period attributable to equity shareholders ofweighted average number of equity shares outstanding the during the period. Diluted earning per equity share are computed by the Company by the dividing the net profit attributable to the equity holders of the company by the weightedaverage number of equity shares considered shares that could have been issued upon for deriving basic earnings per equity share and also the weighted average number of equity The dilutive M N O

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

P Leases A lease is classified at the inception date as a finance lease or an operating lease. Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. When acquired, such assets are capitalized at fair value or present value of the minimum lease payments at the inception of the lease, whichever is lower. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit and loss. Other leases are treated as operating leases, with payments are recognised as expense in the statement of profit & loss on a straight-line basis over the lease term. Q Cash and cash equivalents Cash and cash equivalents include cash and Cheque in hand, bank balances, demand deposits with banks and other short-term highly liquid investments that are readily convertible to known amounts of cash & which are subject to an insignificant risk of changes in value where original maturity is three months or less. R Cash flows statement Cash flows are reported using the indirect method whereby the profit before tax is adjusted for the effect of the transactions of a non-cash nature, any deferrals or accruals of past and future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated. S Operating segment In accordance with Ind AS 108, the operating segments used to present segment information are identified on the basis of internal reports used by the Company’s Management to allocate resources to the segments and assess their performance. The Board of Directors is collectively the Company’s ‘Chief Operating Decision Maker’ or ‘CODM’ within the meaning of Ind AS 108. T Standards issued but not yet effective Ind AS 116 - Leases On March 30, 2019, Ministry of Corporate affairs have notified Ind AS 116 – “Leases”. Ind AS 116 will replace the existing leases standards Ind AS 17 – “Leases” and related interpretations. The new standard sets out the principles for the recognition, measurement, presentation and disclosures of lease for both lease and lessor. Ind AS 116 introduces a single lease accounting model and requires a leassee to recognise the assets and liabilities for all leases with a term of more than 12 months, unless the underlying assets are of low value. Ind AS 116 substantially carried forward the accounting treatment prescribed for lessor. The effective date for adoption of Ind AS 116 is annual period beginning on or after April 01, 2019. Ind AS 12 –“Income taxes” - Appendix C – Uncertainty over income tax treatments

Notes to Financial Statements On March 30, 2019, Ministry of Corporate affairs have notified Appendix C to Ind AS 12, uncertainty over the income tax treatments which is to be applied while performing the determination of taxable profits/(loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. According to the appendix, the company needs to determine the probability of the relevant tax authorities accepting the each tax treatments that the companies have used or plan to use in their income tax filings which has to be considered to compute the most likely amount or expected value of the tax treatments, when determining the taxable profits/(loss), tax bases, unused tax losses, unused tax credits and tax rates. Amendment to Ind AS 12 – Income Taxes On March 30, 2019, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection with accounting for dividend distribution taxes. The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. Effective date for application of this amendment is accounting year beginning on or after April 1, 2019. There will be no effect on adoption of Ind AS 12 on the financial statements. Amendment to Ind AS 19 – Employee Benefits On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements. The amendments require an entity: •) to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and •) to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling. Effective date for application of this amendment is accounting year beginning on or after April 1, 2019. Application of above standards are not expected to have any signifcant impact on the Company’s Financial Statements. 64

Notes to Financial Statements 23 and 20 no. note refer security as provided assets For

Lease hold land at D-13/4, Okhla Industrial Area,Phase-II is in the company’s old name i.e. Electronics Consortium Private Limited. Private Consortium Electronics i.e. name old company’s the in is Area,Phase-II Industrial Okhla D-13/4, at land hold Lease

Note: Leasehold Land of Delhi and Noida are under finance lease for 99 years and 90 years respectively years 90 and years 99 for lease finance under are Noida and Delhi of Land Leasehold Note:

Net carrying amount as at 31st March, 2018 March, 31st at as amount carrying Net 2,348.35 4.93 124.73 77.58 1,595.69 36.57 267.79 241.06

Net carrying amount as at 31st March, 2019 March, 31st at as amount carrying Net 2,152.78 5.29 97.03 46.52 1,480.77 33.20 252.41 237.56

Balance as at 31st March, 2019 March, 31st at as Balance 6,308.78 52.45 143.03 483.78 4,779.75 429.73 342.31 77.73

Deduction/ Adjustment Deduction/ 551.26 - 8.03 489.78 53.45 - - -

For the year the For 194.93 0.74 26.67 5.31 139.90 3.43 15.38 3.50

Balance as at 31st March, 2018 March, 31st at as Balance 6,665.11 51.71 124.39 968.25 4,693.30 426.30 326.93 74.23

Accumulated Depreciation Accumulated

Balance as at 31st March, 2019 March, 31st at as Balance 8,461.56 57.74 240.06 530.30 6,260.52 462.93 594.72 315.29

Deduction/ Adjustment Deduction/ 580.85 - 9.06 515.53 56.26 - - -

Additions 28.95 1.10 - - 27.79 0.06 - -

Balance as at 1st April, 2018 April, 1st at as Balance 9,013.46 56.64 249.12 1,045.83 6,288.99 462.87 594.72 315.29 Gross Carrying Amount Carrying Gross

65 Net carrying amount as at 31st March, 2017 March, 31st at as amount carrying Net 2,513.43 5.67 162.85 82.63 1,723.20 29.89 264.64 244.56

Net carrying amount as at 31st March, 2018 March, 31st at as amount carrying Net 2,348.35 4.93 124.73 77.58 1,595.69 36.57 267.79 241.06

Balance as at 31st March, 2018 March, 31st at as Balance 6,665.11 51.71 124.39 968.25 4,693.30 426.30 326.93 74.23

Deduction/ Adjustment Deduction/ 32.23 - - - 36.07 - 3.84 -

For the year the For 208.27 0.97 28.62 5.41 143.16 11.77 14.84 3.50

Balance as at 31st March, 2017 March, 31st at as Balance 6,492.91 50.74 99.61 962.84 4,582.37 414.53 312.09 70.73

Accumulated Depreciation Accumulated

Balance as at 31st March, 2018 March, 31st at as Balance 9,013.46 56.64 249.12 1,045.83 6,288.99 462.87 594.72 315.29

Deduction/ Adjustment Deduction/ 33.44 - - - 13.34 - 46.78 -

Additions 53.90 0.23 - 0.37 16.86 18.45 17.99 -

Balance as at 1st April, 2017 April, 1st at as Balance 9,006.34 56.41 262.46 1,045.46 6,305.57 444.42 576.73 315.29

Gross Carrying Amount Carrying Gross

Land Fittings Machinery Moulds Equipment Assets

Particulars Leasehold Leasehold Building Furniture & & Furniture Plant & & Plant Dies & & Dies Vehicles Office Office Tangible Total

3. PROPERTY, PLANT & EQUIPMENT & PLANT PROPERTY, 3.

In lacs) In ( ` NOTES TO FINANCIAL STATEMENTS FINANCIAL TO NOTES SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (` In lacs) Note Particulars As at As at No. 31st March 2019 31st March 2018 4 Other Intangible Assets Cost as at beginning of the year 106.21 106.21 Cost at the end of the year 106.21 106.21

Opening Accumulated Amortisation 101.13 98.39 Amortisation for the year - 2.74 Total Amortisation at the end of the year 101.13 101.13 Net Carrying amount as at the end of the year 5.08 5.08

5 Non-Current Investments Investments in Equity Instruments: Unquoted, fully paid-up

Investment carried at Cost In Subsidiary Company : 3414800 (P.Y. 3414800) Equity Shares of Salora Component Ltd.of Rs.10/-each. 341.48 341.48 Investment carried at fair value through other comprehensive income In Other Company : 355000 (P.Y. 355000) Equity Shares of Encompass Software & Systems Pvt.Ltd.of 35.50 35.50 Rs.10/- each. Less: Provision for diminution in value of Investments -31.18 -31.18 Notes to Financial Statements

Investments carried at amortized cost Other Investments in Bond (Fully paid) 2 (P.Y. 2) Unsecured Redeemable Money Multiplier Bond of ICICI Ltd of Rs.1000/- 0.02 0.02 each Total 345.82 345.82

Aggregate amount of Unquoted Investments: 377.00 377.00 Aggregate amount of impairment in value of investments: 31.18 31.18

66 Notes to Financial Statements - As at 27.76 77.40 94.64 27.76 25.57 -94.64 In lacs) 475.51 475.51 255.00 -255.00 ` 2,400.11 2,469.77 1,054.01 1,312.79 1,994.26 1,467.47 1,334.18 1,467.47 ( -2,400.11 -1,334.18 31st March 2018 31st March - As at 24.42 77.40 94.40 24.42 31.00 -94.40 977.12 433.88 433.88 255.00 -255.00 2,268.52 1,183.00 1,834.64 1,587.98 1,334.18 1,998.76 1,587.98 -1,334.18 -1,998.76 31st March 2019 31st March 67 Particulars NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Total Total Deferred tax assets (net) Less: Allowance for Impairment Loss Less: Security Deposits (considered good) On account of Unabsorbed losses and depreciation under the Income Tax Act, Tax On account of Unabsorbed losses and depreciation under the Income 1961 & Impairment losses On account of ECL On account of capital Loss Total Allowance for Impairment Loss Less: Interest Receivable Other Financial Assets-Non Current Other Financial otherwise stated) (Unsecured, considered doubtful unless for value to be received Advances recoverable in cash or in kind or Less : Allowance for bad & doubtful debts Less : Total - Doubtful Trade Receivables-Non current Trade goods - Unsecured, considered Deferred tax Assets (Net) Deferred tax Deferred tax liability: plant & equipment and other intangible On account of depreciation on property, assets Sub Total Deferred tax assets:- in recognition of expenditure On account of timing differences Loans- Non current (Unsecured, Considered Doubtful) Inter Corporate Loan Given Less: Allowance for Impairment loss Less: 8 6 Note No. 9 7 SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (` In lacs)

Note Particulars As at As at No. 31st March 2019 31st March 2018 10 Other Non-Current Assets (Unsecured, Considered goods) Deposits with Statutory Authorities 862.40 540.92 Prepayment of Leasehold Land 43.33 45.83 Total 905.73 586.75

11 Inventories: Raw materials 534.67 602.99 Work in progress 54.85 205.92 Finished goods 1,374.50 884.84 Stock in Trade 3,440.49 3,712.05 Fuel - 0.88

Goods in transit: - Raw materials 41.00 254.13 Total 5,445.51 5,660.81

Notes to Financial Statements 12 Trade Receivables (Unsecured ) - Considered good 4,620.56 1,607.91 - Doubtful 98.77 152.15 Less : Allowance for bad & doubtful debts -98.77 -152.15 Total 4,620.56 1,607.91

13 Cash and Cash Equivalents Cash balance in hand 3.80 2.83 Balances with banks - - - in current accounts 5.05 18.61 Note: Balance of Rs. 3.95 Lakhs (P.Y. Rs. 11.55 Lakhs ) seized by Sales Tax Department Total 8.85 21.44

68 Notes to Financial Statements 8.85 8.85 1.43 3.88 As at 10.53 17.49 -10.53 112.48 In lacs) 112.48 493.17 167.93 162.62 475.68 ` ( 31st March 2018 1.43 1.91 As at 11.64 11.64 10.53 39.81 -10.53 112.81 112.81 144.86 543.69 141.52 503.88 31st March 2019 69 Particulars NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Less: Allowance for Impairment Loss Less: Total Total Total Bank Balances other than above Bank Balances other Money with Banks Fixed Deposits - Margin Total Other Financial Assets goods unless otherwise stated) (Unsecured, considered Superannuation Recoverable Interest Receivable Advances recoverable in cash or in kind or for value to be received: Advances recoverable in cash or in kind -Considered Goods -Considered Doubtful Current Tax Assets (Net) Current Tax Refund Receivable Tax Income Other Current Assets (Unsecured, Considered good) Assets (Unsecured, Considered Other Current Authorities Balance With / Recoverable from Government Prepaid expenses 14 Note No. 15 16 17 SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (R In lacs) Note Particulars As at 31st March, 2019 As at 31st March, 2018 No. Number Rs. Number Rs. 18 (a) Equity Share Capital: Authorised: Equity Shares of Rs. 10 /- each 20,000,000 2,000.00 20,000,000 2,000.00 - - Issued and Subscribed : Equity Shares of Rs. 10/- each 8,820,000 882.00 8,820,000 882.00 Issued, Subscribed and Paid--up : Equity Shares of Rs.10/- each 8,807,300 880.73 8,807,300 880.73 Share Capital forfeited Equity Shares @ 5.65/- each 12,700 0.72 12,700 0.72 Total 881.45 881.45

(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year: Particulars As at 31st March, 2019 As at 31st March, 2018 Number Rs. Number Rs.

Equity shares outstanding at the beginning of the Year 8,807,300 880.73 8,807,300 880.73 Add: Issued during the year - - - - Less: Shares bought back - - - - Equity shares outstanding at the end of the year 8,807,300 880.73 8,807,300 880.73

(c) The rights, preferences and restrictions attached to each class of shares including restrictions on the distribution of dividends and the repayment of Capital are as under:

Notes to Financial Statements The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

(d) Particulars of equity share holders holding more than 5% of the total number of equity share capital: As at March 31, 2019 As at March 31, 2018 Name of shareholders: No.of Shares % of holding No.of Shares % of holding Gopal Kumar Jiwarajka 2,339,011 26.56 2,029,117 23.04 Gopal Kumar Jiwarajka HUF 1,498,988 17.02 1,498,988 17.02 Neetu Jiwarajka 731,410 8.30 731,410 8.30 Manori Properties Pvt Ltd. 558,929 6.35 558,929 6.35

70 Notes to Financial Statements

As at In lacs) R ( -832.04 3,247.29 4,045.58 31st March 2018 31st March 4,045.58 6,458.40 3,244.42 -1,004.70 0.67 172.66 2.87 -2.43 -0.30 -3.10

As at 3,247.29 4,045.58 -1,319.90 31st March 2019 31st March 4,045.58 5,963.65 3,244.42 -832.04 -487.85 3.12 2.87 -9.32 -6.89 -2.43 71 NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Other Equity

Sub Total Add : Re-measurements of Defined Employee Benefits plans(Net of Tax) Benefits plans(Net of Add : Re-measurements of Defined Employee Less: Adjustment of Tax Other Comprehensive Income Opening balance Sub Total General Reserve As per last Balance sheet Surplus in Statement of Profit and Loss As per last Balance sheet of Profit & Loss Transferred from Statement Add : Profit/(Loss) Sub Total Securities Premium Reserve Securities Premium

Total As per last balance sheet Nature and purpose of Reserves: Share Premium Forfeited Sub Total Share Premium Account

(i) Securities Premium Securities premium reserves represents the premium on issue of equity shares. The reserve is utilised in accordance with the Securities premium reserves represents the premium on issue of equity shares. Act, 2013. provision of the Companies (ii) General Reserve This represents appropriation of profit after tax by the company. (iii) Surplus This comprise company’s undistributed profit after tax. This comprise company’s

c. a. d. b. 19 Note No. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (R In lacs) Note Particulars As at As at No. 31st March 2019 31st March 2018

20 Borrowings- Non Current (a) Secured Term Loan: Vehicle Loans from Banks 21.32 53.33 Less : Current Maturities of vehicle loans(Refer Note No. 25) 14.47 29.72 Sub Total 6.85 23.61

(b) Unsecured Loans: Loans from related parties 1,052.00 700.00 Loan from NBFC 335.00 - Sub Total 1,387.00 700.00

Total 1,393.85 723.61

Additional Information: Vehicle Loans are secured against hypothecation of cars. Vehicle Loans from Banks, repayment on monthly instalment basis. Unsecured loan from NBFC is sucured by pledge of shares of other listed company held by promoters and their relatives.

21 Other Financial Liabilities-Non Current Trade Deposit 118.31 118.22 Total 118.31 118.22 Notes to Financial Statements 22 Provisions-Non Current Employees benefits: Provision for Leave 18.09 17.88 Total 18.09 17.88

23 Borrowings-Current Secured Loans: Working capital From Banks 5,147.23 4,905.63 Total 5,147.23 4,905.63

Additional Information: Working Capital Loans are secured by hypothecation of inventories & receivables and first pari-passu charge on immovable properties of Noida units as collateral security.

72 Notes to Financial Statements

- As at 45.35 13.98 31.37 91.60 88.99 29.72 32.21 49.05 In lacs) 110.98 110.98 180.59 R 1,408.92 1,408.92 ( 31st March 2018 31st March

8.95 As at 52.44 24.54 43.49 44.92 65.47 14.47 30.33 110.39 110.39 145.99 101.19 3,888.43 3,912.97 31st March 2019 31st March 73 NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Trade Payables Trade and Medium Enterprises* Dues to Micro, Small Others Total

Particulars

Provisions-Current Employee benefits: Provision for Leave Provision for Gratuity Total Additional Information: against hypothecation of cars. Loans are secured Vehicle Rs. 0.80 lacs of MSMED Interest accrued & due on borrowings includes parties. Other Current liabilities Statutory Liabilities Others Total

Additional Information: the dues to Micro, Small and Medium *The Company has declared of confirmations received from parties. Enterprises on the basis Other Financial liabilities- Current Loans Current maturities of long term debt: Vehicle Interest accrued & due on borrowings Payable to Employees Total 24

Note No.

27

26

25

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (` In lacs) Note Particulars For the year ended For the year ended No. 31st March 2019 31st March 2018 28 Revenue from Operations: Sales of Goods Domestic 16,995.49 12,428.21 Export 45.90 - Total 17,041.39 12,428.21

Sale of Services Wind Energy 474.95 371.79 Total 474.95 371.79

Gross Sales 17,516.34 12,800.00

Other Operating Income Bad Debts Recovered 0.98 - Liability no Longer required written back 65.03 10.91 Miscellaneous Income 1.01 1.25 67.02 12.16

Total Revenue from Operations 17,583.36 12,812.16 Notes to Financial Statements 29 Other Income: Interest 7.39 12.76 Miscellaneous Income 11.07 2.81 Total 18.46 15.57

74 Notes to Financial Statements 3.50 16.00 47.18 61.78 In lacs) 211.01 879.47 634.44 681.62 207.51 459.60 801.69 489.80 133.63 884.84 205.92 ` 4,343.21 3,719.78 4,802.81 3,712.05 ( 31st March 2018 31st March For the year ended For the year 3.50 67.03 40.33 10.84 49.73 54.85 194.93 501.37 743.01 702.68 191.43 440.80 884.84 205.92 4,869.84 4,802.81 3,712.05 1,374.50 3,440.49 31st March 2019 31st March For the year ended For the year 75 NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Total Total Bank charges and Others Amortization of Land Finance Costs: Interest Depreciation and amortization: Depreciation Staff Welfare & Other Benefits Welfare Staff Total Contribution to provident and other funds Employee benefits expenses: Salaries and wages Increase / (Decrease) in Stock : Sub Total : Sub Total Finished goods Stock in Trade Less : Stock at the beginning of the year Less : Stock at the beginning in progress Work Sub Total : Sub Total Finished goods Stock in Trade Changes in Inventories of finished goods, Stock-in-trade and work in progress of finished goods, Stock-in-trade and Changes in Inventories year Stock at the end of the in progress Work Particulars 32 33 31 30 Note No. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO STANDALONE FINANCIAL STATEMENTS (` In lacs) Note Particulars For the year ended For the year ended No. 31st March 2019 31st March 2018 34 Other expenses:

Assembly Charges 5.53 13.83 Stores & Spares Consumed 4.88 7.17 Power and fuel 51.06 64.18 Lease Rent 2.50 2.50 Rent 17.67 29.32 Repair & Maintenance :- Building 1.78 0.02 Plant & Machinery 89.25 88.36 Others 11.56 19.55 Insurance 12.90 12.63 Rates and taxes 5.50 4.92 Legal and professional fees 71.65 63.34 Payment to Auditors Statutory Audit Fees (including Limted review) 11.20 11.00 Tax Audit Fees 1.50 1.50 Certification - 0.09 Expenses reimbursed 1.00 1.00 In Other capacity 1.50 1.50 Travelling & Conveyance 51.69 116.39 Freight and Forwarding 42.53 99.71 Discount,Commission & Incentives 244.21 86.59 Advertisement & Publicity 0.82 0.76 Notes to Financial Statements After Sale Service Charges 14.64 49.59 Sales Tax etc. 0.28 2.97 Bad Debts 9.23 92.87 Irrecoverable loans and advances written off - 108.32 Less: Provision for Irrecoverable Loans & Advance Written Back - -108.32 Loss on sale of property, plant & equipment (net) 11.13 0.81 Short / (Excess) Claims -15.44 -2.45 Miscellaneous expenses 67.09 114.11 Net (gain)/loss on foreign currency transaction 4.43 -0.72 Allowance for doubtful receivables -454.73 303.91 Total 265.36 1,185.45

76 Notes to Financial Statements

0.67 In lacs) 418.15 ` ( 31.03.2018 31.03.2018 31.03.2018 8,807,300.00 - - - -1,004.70 418.15 10.00 -0.30 -0.00 -0.00 0.97 For the Year ended ended Year For the For the Year ended ended Year For the ended Year For the

-6.89 -162.74 31.03.2019 31.03.2019 31.03.2019 8,807,300.00 -10.01 - - - -162.74 -487.85 3.12 10.00 -0.00 -0.00 For the Year ended ended Year For the For the Year ended ended Year For the ended Year For the 77 NOTES TO STANDALONE FINANCIAL STATEMENTS FINANCIAL STANDALONE TO NOTES Net of tax Before tax expense/ (benefit) Tax Current year Total

Net actuarial gains/(losses) on defined benefit plans income ii) Income tax recognised in other comprehensive Particulars Deferred tax expense a).Net profit / (loss) available to equity shareholders a).Net profit / (loss) available the year for average equity shares outstanding during b).Number of weighted of earnings per share the purpose of calculation share (in Rs.) c).Nominal value of equity Current tax expense income tax expense Total Particulars share (in Rs) d).Basic earnings per share (in Rs.) e).Diluted earnings per Income tax: Expense (a) Income Tax and Loss i) Income tax recognised in Statement of Profit Particulars Earnings per Share Earnings per

36 35 SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

iii) Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate (` In lacs) Particulars For the Year ended For the Year ended 31.03.2019 31.03.2018

Profit before tax -325.11 -1,422.85 Tax using the Company’s domestic tax rate of 31.20% -101.43 -443.93 Tax effect of: Business Loss Expired 237.38 - Adjustment in respect of Deferred tax related to earlier years 36.31 19.48 Others -12.63 5.90 Income Tax Expenses (Income) recognised in the statement of profit and -162.74 418.15 loss account Income tax recognised in other comprehensive income Rs. 3.12 lacs.

b) The movement in deferred tax assets and liabilities during the year ended March 31, 2019:

Deferred tax assets/ ( liabilities ) As at Credit/ (charge) As at Credit/ (charge) As at 1st April, in statement of 31st March, in statement of 31st March, 2017 Profit and Loss 2018 Profit and Loss 2019 On account of Depreciation -535.72 60.21 -475.51 41.63 -433.88 On account of amount allowable on payment basis & others 20.52 5.04 25.56 5.44 31.00 On account of brought forwarded business losses and depreciations 757.81 296.20 1,054.01 -76.89 977.12 On account of ECL & Impairment losses 1,251.77 61.02 1,312.79 -129.80 1,182.99

Notes to Financial Statements On account of Capital losses 82.02 -4.62 77.40 - 77.40 Total 1,576.40 417.85 1,994.25 -159.62 1,834.63

37 A. Contingent Liabilities not provided for in respect of : Particulars As at As at 31st March 2019 31st March 2018 Letter of credit pending for shipment 8.07 8.46 Income Tax Matters 37.88 37.88 Sales Tax Matters 1,565.10 1,023.10 Service Tax Matters 1.97 1.97 Excise Matters 4,877.81 4,961.62

78 Notes to Financial Statements . 79 Bank Guarantees issued by Bankers Rs.502.21 lacs (Previous year Rs. 4.79 lacs) including for Sales Tax and Excise demand Rs.9.20 Excise demand Rs.9.20 and Tax lacs) including for Sales year Rs. 4.79 Rs.502.21 lacs (Previous issued by Bankers Bank Guarantees year Rs.0.50 lacs) Rs. 5.93 lacs ( Previous margin kept by bank lacs), against which Rs.4.79 Year lacs (Previous Advance Licence utilised for Import of CPT worth Rs. 87.50 lacs during the period from January, 1995 to May 1995 , DGFT issued issued to May 1995 , DGFT 1995 period from January, lacs during the Rs. 87.50 worth of CPT utilised for Import Advance Licence list. name in the defaulters imports and included the company’s pay duty and penalty thereof on all above Show Cause Notice to the facts, the all consideration into taking and petition the admitting after and Court High Delhi in Notice said the challenged Company remove to DGFT ordered and Customs of Collector the with lacs 20.00 Rs. of sum a deposit to Company the directed Court High Delhi by of Rs.20.00 lacs within the time stipulated Accordingly Company has deposited the sum the defaulters list. name from Company’s order of DGFT Petition has been refiled against appeal amount is not ascertainable at this stage. the Court. Duty and penalty The demand for Rs.1292.44 lacs (previous year Rs. 1292.44 lacs) and penalty Rs.1292.44 lacs (previous year Rs. 1292.44 lacs ) in on the same basis by the department is time barred and case had been decided for the period June 1998 to March 2002 raised had remanded this matter to Commissioner The CESTAT had gone in appeal before CESTAT. department favour of the company.The Adjudication who has decided the case against the company without considering direction company / has again differential filedfacts appeal on has of the decided CSETAT The matter thethe before caseCESTAT. CESTAT. against the The company. company has filed theSLP aginst the order of before CESTAT the Supreme Court. Therefore considering directions / differential in remand not considered order in Commissioner’s orders, the company has good case on merits. Demand deposited facts given by CESTAT amounting to Rs.600.00 lacs( previous year Rs. 300.00 lacs).Miscellaneous Excise duty demand amounting to Rs.7.39 lacs( previous demand Rs.1.97 lacs(previous against year Rs. 1.97 lacs) has been raised by the department Tax year Rs. 91.01 lacs) and Service against demand Rs.2.00 lacs ( previous year Rs.6.20 lacs). The amount deposited which company has filed appeals. The Central Sales Tax and State VAT/ Sales Authorities Tax has raised demand of Rs. 1565.10 Lac (Previous primarily Year Rs. pertains 1023.10) to expartie order and/or some interpretation filed. related being are documents required cases, issues, the of most in which However company. is the by disputed been has under which protest, under deposited appeal and an amount of Rs.202.52 authorities forums. appeal against the said demands are pending before various appellate The Company’s The demand amounting to Rs.1113.78 lacs (previous year Rs. 1113.78 lacs) and penalty Rs. 1113.78 lacs (previous year Rs.1113.78 lacs (previous year Rs.1113.78 lacs) and penalty 1113.78 Rs. lacs (previous year Rs. 1113.78 The demand amounting to Rs.1113.78 ) and penalty of Rs.28.99 lacs Rs.28.99 lacs (previous year Rs.28.99 lacs April 2003 and demand of April 2002 to lacs) for the period duty on Chassis, Sub assembly 1994 are on the basis of differential lacs) for the period July 1993 to February (previous year Rs.28.99 The Honorable Supreme Court has decided on the classificationas T.V. issue for the period 1989-90 and the parts of T.V.considered The The company had gone in appeal before CESTAT. from the case decided Court. by the Supremen facts these of cases are different facts differential to decide a fresh while considering the Adjudication back to the Commissioner remanded were appeal before CESTAT directions facts as per Commissioner The the company without considering the differential has decided the cases against of the case. given by the in CESTAT remand order. The Supreme the before company CESTAT of order the aginst SLP the filed has company The has company. the against case the decided has again CSETAT filed appeal against Commissioner’s order before CESTAT. the Court. Income Tax Assessments of the Company have been completed upto Assessment Year 2016-17 (in previous year upto 2015-16). Year Assessment Assessments of the Company have been completed upto Tax Income Demand has been raised of Rs.37.88 lacs (previous year Rs. 37.88 lacs) for earlier assessment year 2002-03 against which company has filed appeal before appleate authorities and amount Rs. 37.88 lacs (previous year Rs.37.88 lacs) hasdemands. been deposited against 1997-98 is order lying Assessment for Year pending the before department Hon’ble against Supreme Appeal the of ITAT Income Tax 2002-2003. Year lacs) received by the Company in the Financial lacs (previous year Rs. 1151.57 against refund of Rs.1151.57 Court There is final demand of Rs. 382.99 lacs on Rs. 17.64 crores direct benefit to share holders is onlydepreciation part of Rs. 32.48 crores. in SLP as High Court relieved management cannot be ascertained at this stage, however, if any, Pending completion of the legal process the impact of liability, believes that, based on legal advice, the outcome of these contingencies will be favorable and that outflow of economic resources is not probable. for (net of advances) Estimated amount of contracts remaining to be executed on capital account & not provided is Rs. Nil.(previous year Rs. 0.77 lacs).

Note: i) ii) iii) v) vi) iv) vii) B. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

38 Employee benefits A. Defined benefit plan Gratuity The Company provides to the eligible employees, defined benefit plans in the form of gratuity. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days’ salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. The following table sets out the details of the defined benefit retirement plans and the amounts recognised in the financial statements based on actuarial valuation report:

i) Change in Present Benefit Obligation (Amount in Rs. ) 2018-19 2017-18 Present value of obligations at the beginning of the period 105.35 105.25 Current Service Cost 5.70 6.26 Interest Cost 8.00 7.26 Re-measurement(or actuarial)(gain)/loss arising from: - a) change in financial assumptions 2.40 -2.95 b) experience variance(i.e actual experience vs assumptions) 7.72 1.23 Past Service Cost - 9.48 Benefits Paid -5.98 -21.18 Present value of obligations at the end of the period 123.19 105.35

ii) Change in fair value of plan assets (Amount in Rs. ) 2018-19 2017-18 Fair value of plan assets at the beginning of the period 73.99 110.25 Investment Income 5.62 7.60 Benefits Paid - -43.11 Return on plan assets ,excluding amount recognised in net interest expense 0.11 -0.75 Notes to Financial Statements Fair value of plan assets at the end of the period 79.72 73.99

iii) Expenses recognised in Income statement (Amount in Rs. )

2018-19 2017-18 Current Service Cost 5.70 6.26 Past Service Cost - 9.48 Net Interest Cost/(Income) on the Net Defined Benefit Liability/(Asset) 2.38 -0.34 Expense recognised in Statement of Profit and Loss 8.08 15.40

80 Notes to Financial Statements As at 2017-18 2017-18 2017-18 58 years (IALM 06-08) (Amount in Rs.) (Amount in (Amount in Rs. ) 31st March 2018 -0.97 109.60 109.58 108.33 105.39 105.32 32.81 54.73 42.87 17.34 -101.43 -2.95 -101.40 -100.94 1.23 0.75 0.08 0.03 1.00 0.10 As at 2018-19 2018-19 2018-19 58 years (IALM 06-08) 31st March 2019 10.01 -118.92 -118.90 -119.28 127.81 127.77 125.95 123.23 123.17 -0.11 2.40 7.72 41.40 70.65 35.77 15.52 0.07 0.03 1.00 0.10 81 Impact of the change in discount rate Impact of the change of 1 % Impact due to increase Impact due to decrease of 1 % Impact of the change in salary increase Impact due to increase of 1 % Acturial Gain/Losses Assumptions Financial a)Change in Assumptions) Vs Actual experience b) Experience Variance(i.e amount recognised in net Interest expense Assets,excluding Return on Plan Income Benefit costs recognised in other Comprehensive Components Of Defined Impact due to decrease of 1 % Sensitivity Analysis of the defined benefit obligation Analysis Sensitivity Other Comprehensive Income (OCI) Income Other Comprehensive Impact of change in Attrition Rate Attrition Impact of change in Impact due to increase of 0.5 % Impact due to decrease of 0.5 % Impact of change in Mortality Rate Impact due to increase of 10 % Impact due to decrease of 10 % 1 year Expected maturity analysis of the undiscounted gratuity benefits is as follows Expected maturity analysis of the undiscounted 2 to 5 years 6 to 10 years More than 10 years Expected contributions to post-employment benefit plans for the year ending 31 March 2020 are Rs. 49.06 Lakhs. Expected contributions to post-employment benefit plans for the year ending 31 March reporting period is 3 years. The weighted average duration of the defined benefit plan obligation at the end of the The assumptions used in accounting for the defined benefit plan are set out below: Particulars Discount Rate Future Salary Increase Retirement Age Mortality rates Withdrawl rate a) b) v) iv) c) d) vi) vii) SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

B. Long term employee benefit plans Compensated Absense The liability for leave encashment is recognized on the basis of actuarial valuation made at the end of the year.A provision of Rs. 1.73 Lakhs (31 March 2018: Rs. 11.27 Lakhs) for the year have been made on the basis of actuarial valuation at the year end and debited to the Statement of Profit and Loss. C Defined contribution plans The company’s contribution to provident fund, pension fund and ESI scheme recognised as expense for the year are as under:

2018-19 2017-18 - Contribution to Provident fund 26.15 38.23 - Contribution to ESI 5.48 9.23

39 Capital Management The Company’s objectives when managing capital are to: - safeguard its ability to continue as a going concern, and - maintain an appropriate capital structure of debt and equity. The Company monitors capital using gearing ratio which is net debt divided by total equity. Net debt comprises of long term and short term borrowings less cash and cash equivalent. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at the end of the reporting periods was as follows:

Particulars As at As at 31st March 2019 31st March 2018 Total borrowings 6,656.74 5,691.17 Less : Cash and cash equivalents 8.85 21.44 Net debt 6,647.89 5,669.73 Total equity 6,845.10 7,339.85

Net debt to equity ratio 0.97 0.77 40 Financial Risk Management

Notes to Financial Statements The principal financial assets of the Company include loans, trade and other receivables, and cash and bank balances that derive directly from its operations. The principal financial liabilities of the company include loans and borrowings, trade and other payables and the main purpose of these financial liabilities is to finance the day to day operations of the company. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The risks which the company is exposed to and policies and framework adopted by the company to manage these risks are explained as under: A Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Company is exposed to interest rate risk as its Market risk. B Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. As the Company has no significant interest-bearing assets, the income and operating cash flows are substantially independent of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates, which are included in interest bearing loans and borrowings in these

82 Notes to Financial Statements - As at As at 24.53 29.72 23.61 81.26 -24.53 118.22 700.00 723.61 2017-18 4,905.63 1,408.92 4,935.35 31st March 2018 31st March 2018 - 6.85 As at As at 25.74 14.47 -25.74 118.31 131.52 2018-19 5,147.23 1,387.00 3,912.97 5,161.70 1,393.85 Carrying Amount Carrying Amount (Rs.) 31st March 2019 31st March 2019 83 Particulars Particulars Particulars Liquidity Risk principal sources of The company’s The financial liabilities of the company include loans and borrowings, trade and other payables. the cash flow that is generated from operations. liquidity are cash and cash equivalents and period: reporting each of end the at company the of liabilities financial the of maturities contractual of detail the is below The Credit Risk “Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financialrisk loss. at Thethe reporting exposuredate is toprimarily from thetrade credit receivables which are typically unsecured and other financial assets. Majority of the transactions are earned in cash or cash equivalents. company’s The company assesses creditworthiness the of the customers internally to whom services are rendered on credit terms in the normal receivables customer Outstanding assessment. this with accordance in defined is customer each of limit credit The business. of course are regularly monitored. valued fair not are which assets financial the for model (ECL) loss credit expected the using allowances loss recognizes company The through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless those are measured at lifetime ECL.” there has been a significant increase in credit risk from initial recognition in which case financial statements. The company’s fixed rate borrowings are carried at amortised cost. They aretherefore notsubject torate interest risk, since neither the carrying amount nor the future cash flows is at its fair value: financial instrument interest bearing rate profile of the Company’s date the interest At the reporting will fluctuate because of a change in market interest rates. Decrease in 50 basis point Increase in 50 basis point A change of 50 bps in interest rate would have following impact on profit and loss: change of 50 bps in interest A Variable rate instruments Variable Short term borrowings Unsecured loans Current maturities of long term debt Current maturities of long More than 1 year Fixed rate instruments Long term borrowings More than 1 year Trade Payables: Trade 0-1 year Borrowings: 0-1 year More than 1 year Other Financial liabilities: 0-1 year

C

D SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

(i) Exposure to Credit Risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

Particulars As at As at 31st March 2019 31st March 2018 Financial assets for which loss allowance is measured using: -Lifetime expected credit losses Trade receivables 6,208.54 3,075.38 -12 months expected credit losses Investments 345.82 345.82 Cash and cash equivalent 8.85 21.44 Other bank balances 11.64 8.85 Loans - - Other current financial assets 169.28 195.69 Total 6,744.13 3,647.18 (ii) Provision for expected credit losses Financial assets for which loss allowance is measured using life time expected credit losses The Company uses a provision matrix to determine expected loss on portfolio of its trade receivable which is measured using lifetime expected credit loss model. The provision matrix is based on its historically observed default data over the expected life of the trade receivable and is adjusted for forward- looking estimates. At every reporting date, the historical observed default rates are updated and changes in forward-looking estimates are analysed. The following table summarises the change in the loss allowances measured using life time expected credit loss model (ECL):

(in Rs.) Particulars ECL on Trade Rceivable As at 1st April, 2018 2,552.26 Provided during the year -454.73 Notes to Financial Statements As at March 31, 2019 2,097.53 Financial assets for which loss allowance is measured using 12 month expected credit losses The company has assets where the counter- parties have sufficient capacity to meet the obligations and where the risk of default is high. Accordingly, loss allowance for impairment on certain financial assets has been recognised as disclosed in this Note under ‘Reconciliation of impairment loss provisions’. Reconciliation of impairment loss provisions

Particulars As at As at 31st March 2019 31st March 2018 Opening Provision 1,725.54 1,726.00 Add: Provided during the year - - Less: Reversal of loss allowance * -0.24 -0.46 Closing Provision 1,725.30 1,725.54

* During the financial year ended 31st March 2019, company has written back provision of Rs. 0.24 lakh ( previous year Rs. 0.47 Lakh), consequently the allowance for loss on those asset have been written back.

84 Notes to Financial Statements 8.85 2.60 2.52 0.05 -0.08 11.64 As at 24.42 in US$ 118.31 345.82 144.86 145.99 1,393.85 5,147.23 3,912.97 6,208.54 (Amount in `) Carrying Cost 31st March 2018 1% Depreciation 2017-18 8.85 11.64 24.42 -0.05 118.31 145.99 341.50 144.86 in US$ 5,147.23 3,912.97 1,393.85 6,208.54 0.38 0.36 -0.02 As at Amortised Cost 1% Appreciation ------31st March 2019 4.32 0.01 FVTOCI in US$ March, 2019 st 1% Depreciation ------US$ US$ US$ Currency FVTPL 2018-19 -0.01 in US$ 85 1% Appreciation (in Rs.) Foreign Currency Risk Foreign Currency Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate Group operates internationally The foreign currency the Group has has and trade payables and receivables and is exchange rates. because of changes in foreign risk. to foreign exchange therefore, exposed liabilities assets and monetary monetary foreign currency denominated at the end of the amounts of the company’s The carrying reporting period as follows: Current Borrowings Particulars Deposits Trade Payables Trade Other Financial liabilities Financial Assets: Non current Investment-others Assets-Non Current Other Financial Financial Liabilities: Non - Current Borrowings Trade Receivables Trade Cash and Cash Equivalents Other Bank Balances Other financial asset -Current Fair Value Measurement: Fair Value Financial Instruments by category instruments by categories as of 31 The carrying value and fair value of financial Net Exposure to foreign currency risk Net Exposure to foreign Trade payables Trade F. Particulars Trade Receivables Trade Foreign currency exposure Increase/(Decrease) in Profit or Loss Foreign Curency Risk Sensitivity Foreign Curency Risk tax: chenge in 1% in foreign currency would have following impact on profit before A

E SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

The carrying value and fair value of financial instruments by categories as of 31st March, 2018 (Amount in `) Particulars FVTPL FVTOCI Amortised Cost Carrying Cost Financial Assets: Non current Investment-others - 4.32 341.50 345.82 Other Financial Assets-Non Current - - 27.76 27.76 Trade Receivables - - 3,075.38 3,075.38 Cash and Cash Equivalents - - 21.44 21.44 Other Bank Balances - - 8.85 8.85 Other financial asset -Current - - 167.93 167.93 Liabilities: Non - Current Borrowings - - 723.61 723.61 Trade Deposits - - 118.22 118.22 Current Borrowings - - 4,905.63 4,905.63 Trade Payables - - 1,408.92 1,408.92 Other Financial liabilities - - 110.98 110.98

* FVTPL - Fair value through profit and loss, FVTOCI - Fair value through other comprehensive income.

41 RELATED PARTIES DISCLOSURES : 1. Relationship : (a) Subsidiary : Salora Components Ltd

(b) Other related parties in which key managerial Personnel are able to Associated Electronics Research Foundation exercise significant influence : Manori Properties Private Limited Devi Electronics Private Limited Quick Load 247 Private Limited Tiss Technologies LLP Notes to Financial Statements PJTJ Technologies Private Limited SSAMSCONN Technologies Pvt. Ltd. (c) Key Managerial Personnel: Mr. Gopal Sitaram Jiwarajka(Chairman & Managing Director) Mr. Tarun Jiwarajka(Whole Time Director & CFO) Mrs. Neetu Jiwarajka (Director) Mr. Mohd. Faisal Farooq ( Company Secretary,till 29.9.2018) Ms. Silky Gupta (Company Secretary, w.e.f. 21.12.2018) (d) Relative of key managerial personnel where transactions have taken Mr. Ayush Jiwarajka place: Mrs. Savitri Devi Jiwarajka (e) Other Related Parties Mr. Gautam Khaitan (Chairman Audit Commitee & Independent Director) Mr. Patanjali Govind Keswani (Independent Director) upto 28.9.2018 Mr. Sanjeev Kaul Duggal (Independent Director) Mr. K.S. Mehta (Independent Director) Note: Related party relationship is as identified by the Company and relied upon by theAuditors. 86 Notes to Financial Statements ------2.16 31.03.18 ------above 2.00 Referred in 1 (e) Referred in 31.03.19 ------6.98 1.70 31.78 69.27 111.91 100.00 700.00 31.03.18 ------(d) above 9.67 1.28 34.00 32.33 97.14 93.47 316.00 982.00 Referred in 1 (c) & Referred in 31.03.19 ------0.86 1.89 5.32 Related Parties 31.03.18 ------above 5.00 5.00 1.01 0.85 5.00 0.95 12.68 75.00 10.14 70.00 151.37 179.42 Referred in 1 (b) Referred in 31.03.19 87 ------of Products Type Accessories thereof. Products and Mobile Phones, IT Yoke. Deflection Loudspeaker, Transformer(EHT), Fly Back TV sets and sub-asseblies thereof. LED Wind Energy Generation 8.35 18.12 12.09 31.03.18 ------above 4.87 5.85 0.38

24.33 Referred in 1 (a) Referred in 31.03.19 e Transactions carried out with related parties as above , in ordinary course of business: above , in ordinary related parties as carried out with Transactions Segment reporting : performance both from product and geographic Chief Operational Makers examines the company’s Decision The Company’s monitored are segments business .The Energy Wind & Division Electronic Consumer i.e., segments, two identified has and perspective assessment. separately for the purpose of making decisions about resource allocation and performance each segment are are as follows: The reporting segments of the company and the type of product and services in Business Segment a) Consumer Electronics Division b) Wind Energy Director Sitting Fee Salary of Others Income Rental & Other Incomes Finance Loans received Loans repaid Others Advance Received for sale of shares Expenses/Payment on their behalf Outstandings Payables Receivables Loan Payable Interest Payable Advance Received for sale of shares Nature of Transactions Purchases Goods and Materials Capital Assets Maintenace item Sales Goods and Materials Expenses Interest Directors Remuneration & Perquisit 42 2. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Summary of Segment information are as follows:

Year Ended Year Ended 31.03.2019 31.03.2018 Information about Primary Business Segments : (I) Segment Revenue : (Rs.) a) Consumer Electronics Division 17,108.41 12,440.37 b) Wind Energy 474.95 371.79 Total Segment Revenue as per Financial Statements 17,583.36 12,812.16

(II) Segment Results (Rs.) : a) Consumer Electronics Division 387.68 -509.69 b) Wind Energy 272.88 173.97 Total Segment Results 660.56 (336) Add : Extraordinary Item Less : i) Interest 702.67 634.62 ii) Other un-allocable expenditure net off un-allocable income 283.00 452.51 iii) Provision for Taxes -162.74 418.15 Net Profit/(Loss) as per Financial Statements -487.85 -1,004.70

(III) Other Informations (Rs.) :

Particulars Segment Segment Capital Depreciation & Assets Liabilities Expenditure Amortisation a) Consumer Electronics Division As at 31st March 2019 13,721.25 4,016.40 23.51 46.83 As at 31st March 2018 10,669.35 1,684.18 17.19 56.85 b) Wind Energy As at 31st March 2019 1,500.75 78.02 - 116.14

Notes to Financial Statements As at 31st March 2018 1,432.90 12.79 - 116.14 c) Unallocated Amounts As at 31st March 2019 2,522.37 6,804.84 5.44 31.96 As at 31st March 2018 2,748.78 5,814.21 36.71 38.02 Total as per Financial Statements As at 31st March 2019 17,744.37 10,899.26 28.95 194.93 As at 31st March 2018 14,851.03 7,511.18 53.90 211.01

Year Ended Year Ended GEOGRAPHICAL SEGMENTS: 31.03.2019 31.03.2018 (Rs.) (Rs.) Revenue from External Customer Domestic 17,470.44 12,800.00 Export 45.90 - Total 17,516.34 12,800.00

88 Notes to Financial Statements DIN: 00024325 Gopal Sitaram Jiwarajka For and on behalf of the Board Chairman & Managing Director Silky Gupta Tarun Jiwarajka Tarun DIN No. 00386240 Company Secretary Whole Time Director & CFO Time Whole 89 Segments have been identified in line with the Ind AS 108 taking into account the organisation structure as well as the differential risks differential the as well as structure organisation the account into taking 108 AS Ind the with line in identified been have Segments of these segments. and return The Segment Revenues, Results, Assets and Liabilities include the respective a reasonable basis. allocated on amounts identifiable to each of the segment and has inventoriesThe Company against which old inventories at cost which includes of Rs. 5445.51 lakhs as at 31st March 2019 The additional provision if provision of Rs 169.53 lakhs has been considered . Sale done from ageing inventories cost. are not below / realization. be accounted for at the time of disposal any on inventories shall Income tax etc against amount which deposited Rs 862.40 Contingent liabilities of Rs 6482.77 lakhs related to Sales tax, Excise duty, lakhs which are contested by the company and pending before various forums. However management believes that based on legal probable. that outflow of economic resources is not these contingencies will be favorable and advice, the outcome of Rs.109.82 lakhs, Service of Sales tax Rs.335.98 lakhs, Income tax undisputed statutory dues recoverable The Company has material tax Modvat Rs.14.74 lakhs and Rs.7.82 lakhs has been considered good based on the opinion rendered by expert and considered current. on unabsorbed depreciation, For deferred tax assets business losses, impairment provisions capital and losses etc recognized net of deferred tax liability on account of in difference block of fixed assets amounting to Rs 1834.64 lakhs as at 31st March 2019, as the the same. management is confident for realization of The company holds Investments of Rs 341.48 lakhs in its subsidiarylakhs Salora Component Limited which has net worth of Rs 89.54 into Share Purchase agreement as on 31st March 2019. Company has entered 30th March 2019 to sell dated the shares at cost, subject to the terms and conditions of this agreement and in consideration compliance thereof for sell and transfer of shares on of all transfer formalities. Pending confirmations / statement of accounts / follow up documents of old debit balances of certain trade payables and advances amounting to Rs 84.37 lakhs have been considered good. Management is in the process to reconcile / confirmations of balances and on the financial statements. expect that there will be no material impact Debtors , creditors,loans and advances are subject to confirmations parties. except received of some In the opinion of the board, any of the assets other than property ,plant and equipment and non current investments have a value on at least equal to the amount at which they are stated. realisation in the ordinary course of the business Previous year figures have been re-grouped / re-arranged wherever considered necessary. Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 S K Agarwal As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C 43 44 45 46 47 48 49 50 51 part of the Standalone financial statements. The accompaning notes (1-51) form an integral

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

INDEPENDENT AUDITORS’ REPORT Rs 862.40 lacs which are contested by the company at various forums. However management believes that based on legal To the Members of Salora International Limited advice, the outcome of these contingencies will be favorable Report on the Audit of the Consolidated Financial Statements and that outflow of economic resources is not probable as stated in note no 40 of the consolidated financial statements. Opinion iii) The Company has material undisputed statutory dues We have audited the accompanying consolidated financial recoverable of Sales tax Rs.335.98 lacs, Income tax statements of Salora International Limited (“the Holding Company”) Rs.109.82 lacs, Service tax Rs.14.74 lacs and Modvat Rs.7.82 and its subsidiary (the Holding Company and its subsidiary together lacs has been considered good as stated in note no 41 of the referred to as “the Group”) which comprise the Consolidated Balance consolidated financial statements. Sheet as at March 31, 2019, the Consolidated Statement of Profit and iv) For deferred tax assets on unabsorbed depreciation, Loss (including Other Comprehensive Income), the Consolidated business losses, impairment provisions and capital losses etc Statement of Changes in Equity and the Consolidated Statement recognized net of deferred tax liability on account of difference of Cash Flows for the year ended on that date, and a summary of in block of fixed assets amounting to Rs 1834.64 lacs as at 31st the significant accounting policies and other explanatory information March 2019, as the management is confident for realization of (hereinafter referred to as “the consolidated financial statements”). the same as stated in note no 42 of the consolidated financial In our opinion and to the best of our information and according to statements. the explanations given to us, the aforesaid consolidated financial v) Pending confirmations / statement of accounts / follow up statements give the information required by the Companies Act, 2013 documents of old debit balances of certain trade payables and (the “Act”) in the manner so required and give a true and fair view advances amounting to Rs 84.37 lacs have been considered in conformity with Indian Accounting Standards prescribed under good, as the management is hopeful of recovery of the same as section 133 of the Act read with the Companies (Indian Accounting stated in note no 43 of the consolidated financial statements. Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of vi) The Statutory auditor in their report of the year ended 31st affairs of the Group as at March 31, 2019, the consolidated Loss, March 2019 of Salora Components Limited have drawn consolidated total comprehensive income, consolidated changes in attention on following matters: equity and its consolidated cash flows for the year ended on that a) The subsidiary company has material undisputed statutory date. dues recoverable of GST Rs. 104.28 lakhs, Service tax Rs.22 Basis for Opinion lakhs, Excise Rs. 4.54 lakhs and Sales tax Rs.3.73 lakhs has been considered good as stated in note no 41 of the We conducted our audit of the consolidated financial statements in consolidated financial statements. accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act (SAs). Our responsibilities under those b) For deferred tax assets of subsidiary company on unabsorbed Standards are further described in the Auditor’s Responsibilities for depreciation and business losses etc recognized amounting the Audit of the Consolidated Financial Statements section of our to Rs 104.52 lakhs (net) as at 31st March 2019, as the report. We are independent of the Group in accordance with the management is confident for realization of the same as stated Consolidated Balance Sheet Code of Ethics issued by the Institute of Chartered Accountants of in note no 42 of the consolidated financial statements. India (ICAI) together with the independence requirements that are Our opinion is not modified in respect of these matter stated relevant to our audit of the consolidated financial statements under above. the provisions of the Act and the Rules made thereunder, and we Key Audit Matters have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that Key audit matters are those matters that, in our professional the audit evidence we have obtained is sufficient and appropriate to judgment, were of most significance in our audit of the consolidated provide a basis for our audit opinion on the consolidated financial financial statements of the current period. These matters were statements. addressed in the context of our audit of the consolidated financial Emphasis of Matters statements as a whole, and in our opinion there are no any such matters to be reported by us. We draw attention to the following matters of the Holding company i) The Company has inventories as at 31st March 2019 of Rs. Information Other than the Consolidated Financial Statements 5445.51 lacs at cost which includes old inventories against and Auditor’s Report Thereon which provision of Rs 169.53 lacs has been considered. The Company’s Board of Directors is responsible for the preparation Sale done from ageing inventories are not below cost. The of the other information. The other information comprises the additional provision if any on inventories shall be accounted information included in the Management Discussion and Analysis, for at the time of disposal / realization as stated in note no 39 Board’s Report including Annexure to Board’s Report, Business of the consolidated financial statements. Responsibility Report, Corporate Governance and Shareholder’s ii) Contingent liabilities of Rs 6482.77 lacs related to Sales tax, Information, but does not include the consolidated financial Excise duty, Income tax etc against which amount deposited statements and our auditor’s report thereon. The above-referred

90 Auditor’s Report - Consolidated Financial Statements Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud responsive to design and perform audit procedures or error, those risks, and obtain audit evidence that is sufficient and The risk of a basis appropriate to provide for our opinion. not detecting a material misstatement resulting from fraud is as fraud may involve higher than for one resulting from error, intentional omissions, misrepresentations, collusion, forgery, or the override of internal control. Obtain an understanding of internal financial controls relevant that are to the audit in order to design audit procedures appropriate in the circumstances. Under section 143(3)(i) of Act, we are also responsible for expressing our opinion on the which are whether the Company and its subsidiary company financial internal adequate has India, in incorporated company of controls system effectiveness in place and the operating such controls. Evaluate the appropriatenessaccounting policies used of and the reasonableness of accounting estimates and related disclosures made by management. use of the Conclude on the appropriateness of management’s going concern basis of accounting and, based on the audit evidence whether a material obtained, uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures disclosures such if or, statements financial consolidated the in are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions cause the Group to cease to continue as a going concern. may Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions events in a manner that and achieves fair presentation. Obtain sufficient appropriate audit evidence within activities business or entities the of information financial regarding the the Group to express an opinion on the consolidated financial are responsible for the direction, supervision statements. We and performance of the audit of the financial statements, financial consolidated the statementsin included entities such of such other which have been audited by other auditor, auditor remain responsible for the direction, supervision and remain solely performance of the audit carried out by him. We misstatement, whether due to fraud or error, and to issue an auditor’sto issue an and misstatement, or error, due to fraud whether includesreport that our opinion. Reasonable assurance is a high level of assurance, an audit conducted not a guarantee that but is detect a material with SAs will always in accordance misstatement it exists. Misstatements error and are when from fraud or can arise considered material if, individually or in the aggregate, they could users of decisions economic the influence to expected be reasonably these consolidated financial statements. taken on the basis of As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. also We Û Û Û Û Û Û 91 information is expected to be made available to us after the date of us after the to be made available to is expected information this audit report. cover not does statements financial consolidated the on opinion Our the other information and we do not express any form of assurance thereon. conclusion statements, financial consolidated the of audit our with connection In our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge audit or otherwise appears to be materially during the course of our obtained misstated. work we have If, based on the performed, we conclude misstatement that there is a material we are of this other information; fact. required to report that information,When we read the other if we conclude that there is a material misstatement therein, we are required to communicate governance and take appropriate with to those charged the matter actions necessitated by the circumstances and the applicable laws and regulations. Those Charged with Responsibilities of Management and Statements Governance for the Consolidated Financial The Holding Company’s Board Act with respect to the the matters stated in section 134(5) of of Directors is responsible preparation of for these consolidated financial statements that give a consolidated position, financial consolidated the of view fair and true financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the other accounting AS and principles Group in accordance with the Ind The respective of Directors of the Board generally accepted in India. companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions Act for safeguarding the assets of the Group and for preventing of the and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates implementation that are reasonable and prudent; and design, and maintenance of adequate internal the accuracy for ensuring and completeness of operating effectively financial controls, that were the accounting records, relevant to the preparation and presentation view fair and true a give that statements financial consolidated the of and are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are ability to continue as a going responsible for assessing the Group’s concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the company included in the Group are also responsible for overseeing the financialprocess of the Group. reporting Auditor’s Responsibilities for the Audit of Financial Statements the Consolidated Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

responsible for our audit opinion. c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including (including Other Comprehensive Materiality is the magnitude of misstatements in the consolidated Income), Consolidated Statement of Changes in Equity and financial statements that, individually or in aggregate, makes it the Consolidated Statement of Cash Flows dealt with by this probable that the economic decisions of a reasonably knowledgeable report are in agreement with the relevant books of account user of the financial statements may be influenced. We consider maintained for the purpose of preparation of the consolidated quantitative materiality and qualitative factors in (i) planning the financial statements. scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the d. In our opinion, the aforesaid consolidated financial statements consolidated financial statements. comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. We communicate with those charged with governance of the holding e. On the basis of the written representations received from the company of which we are the independent auditors regarding, directors of the Company as on March 31, 2019 taken on record among other matters, the planned scope and timing of the audit and by the Board of Directors of the Company and its subsidiary significant audit findings, including any significant deficiencies in company incorporated in India and the report of the statutory internal control that we identify during our audit. auditor of its subsidiary company incorporated in India, none We also provide those charged with governance with a statement of the directors of the Group companies incorporated in India that we have complied with relevant ethical requirements regarding is disqualified as on March 31, 2019 from being appointed as independence, and to communicate with them all relationships a director in terms of Section 164 (2) of the Act. and other matters that may reasonably be thought to bear on our f. With respect to the adequacy of the internal financial controls independence, and where applicable, related safeguards. with reference to financial statements of the holding company From the matters communicated with those charged with governance, and the operating effectiveness of such controls; refer to we determine those matters that were of most significance in the audit our separate Report in “Annexure A” which is based on the of the consolidated financial statements of the current period and are auditor’s reports of the company and its subsidiary company therefore the key audit matters. We describe these matters in our incorporated in India. auditor’s report unless law or regulation precludes public disclosure g. With respect to the other matters to be included in the Auditor’s about the matter or when, in extremely rare circumstances, we Report in accordance with the requirements of section 197(16) determine that a matter should not be communicated in our report of the Act, as amended: because the adverse consequences of doing so would reasonably In our opinion and to the best of our information and according be expected to outweigh the public interest benefits of such to the explanations given to us, the remuneration paid by communication. the holding Company to its directors during the year is in Other Matters accordance with the provisions of section 197 of the Act. h. With respect to the other matters to be included in the Auditor’s We did not audit the financial statements in respect of one subsidiary Report in accordance with Rule 11 of the Companies (Audit in the consolidated financial results, whose financial statements and Auditors) Rules, 2014, as amended in our opinion and to reflect the total assets of Rs 386.59 lacs as at 31.03.2019 and total

Consolidated Balance Sheet the best of our information and according to the explanations revenue of Rs. 14.59 lacs for the year ended 31.03.2019. These given to us: Financial Statements and other financial information have been audited by other auditor whose report has been furnished to us by i. The group has disclosed the impact of Pending litigations the management. Our opinion on the consolidated financial results, on its financial position in its financial statements- Refer to the extent they have been derived from such financial statements note 36 to the consolidated financial statements, is based solely on the report of such auditor. ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts. Our opinion on the consolidated financial statements is not modified iii. There were no amounts which were required to be in respect of above matter. transferred to the Investor Education and Protection Report on Other Legal and Regulatory Requirements Fund by the Holding Company, and its subsidiary company incorporated in India. 1. As required by Section 143(3) of the Act, we report, to the extent applicable, that: For R Gopal & Associates a. We have sought and obtained all the information and Chartered Accountants explanations which to the best of our knowledge and belief Firm Registration No.: 000846C were necessary for the purposes of our audit of the aforesaid consolidated financial statements. S.K. Agarwal Partner b. In our opinion, proper books of account as required by law Membership No.: 093209 relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our Date : 25.05.2019 examination of those books and the report of other auditor. Place :Delhi

92 Auditor’s Report - Consolidated Financial Statements Partner S.K. Agarwal Chartered Accountants Membership No.: 093209 R Gopal & Associates For R Gopal & Firm Registration No.: 000846C Place: New Delhi Date-: 25.05.2019 Meaning Meaning of Internal Financial Controls with reference to financial statements A company’s internal financial controls with assurance to provide reasonable is a process designed statements referencefinancial to regarding the reliability of financialof reporting financial and statements forthe preparation externalgenerally purposes accepted accounting principles. internal in accordance financial with controls with reference to financial statements includesprocedures (1) pertain that to the maintenance records of that, in those policies and reasonable detail, accurately and fairly reflect the transactions and dispositions assets of the of the company; (2) provide reasonable assurance that transactions recorded as necessary are permit to preparation of financial statementsaccepted accounting principles, and that receipts and expenditures of accordancein with generally the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable prevention or timely detection of unauthorised assurance regarding assets that could acquisition, of the company’s use, or disposition on the financial statements. have a material effect Controls with reference Inherent Limitations of Internal Financial to financial statements Because of the inherent limitations of internal financial controlswith reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements Also, projections due to error or fraud may occur and not be detected. of any evaluation of the internal to financial financial statements to controls future periods with are subject reference to thethe risk that internal financial control over financial inadequate because of changes in conditions, degree of or that the reporting may become deteriorate. compliance with the policies or procedures may Opinion In our opinion, the Holding Company and which are company incorporated in India, have, in all material its subsidiary company, respects, an adequate internal financial controls reference with controls financial internal such and statements withfinancial reference to to financial statements were operating effectively as at2019, 31st March based on the internal financial statements criteria established by the Company financial considering controls with referencethe essential components internal control stated of in the Guidance to Internal Financial Controls Over Financial Reporting Audit of Note on issued by the ICAI, which needs to be strengthened. Other Matters Our aforesaid reports u/s 143(3)(i) of the Act on the reference with controls financial internal adequacy the of effectiveness operating and to financial statements of the Holding company, insofar as it relates to subsidiary which are company incorporated in India, is based solely on the corresponding auditor of such report of the company incorporated in India. 93 ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT AUDITOR’S INDEPENDENT THE TO “A” ANNEXURE Legal and ‘Report on Other in paragraph (f) under (Referred to date) of our report of even section Requirements’ Regulatory financial to reference with controls financial Internal the on Report 143 of the 3 of Section under Clause (i) of Sub-section statements Act, Companies 2013 Act”) (“the In conjunction with our audit of the consolidated financial statements we and for the year ended March 31, 2019, of the Company as of have audited the internal financial controls with reference to financial statements of Salora International Limited (hereinafter to as referred “Holding Company”) and its subsidiary which company, are company of that date. incorporated in India, as for Internal Financial Controls Responsibility Management’s The Respective Board of Directors which are company incorporated in India, of its subsidiary company, the Holding Company and are responsible for establishing and controls maintaining based on the internal internal control over financial reporting financial criteria established considering the essential components by the Company Audit of Internal on Note of internal control stated in the Guidance Financial Controls over Financial issued by the Institute Reporting of Chartered Accountants of India include the design, implementation and maintenance of adequate (“ICAI’). These responsibilities internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence policies, the safeguarding of its assets, the prevention to company’s and detection of frauds and errors, the accuracy and completeness of the accounting financial records, and the timely preparation of reliable Act, 2013. information, as required under the Companies Responsibility Auditor’s internal Our responsibility is to express an opinion on the Company’s financial controls with reference to financial conducted our audit in accordance with the Guidance our audit. We statements based on Financial Audit of Internal over Financial Controls Reporting Note on (the “Guidance Note”) issued by ICAI and the Standards Auditing, on be prescribed under section 143(10) and deemed to issued by ICAI Act, 2013, to the extent applicable to an audit of of the Companies internal financial controls, both issued by the Institute and the Guidance Those Standards Note require Accountants of India. of Chartered comply with ethical requirements and plan and perform the that we audit to obtain reasonable assurance about whether adequate internal financialcontrols internal financial controls with reference to financial statements was established and maintained and if such controls in all material respects. operated effectively Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with referenceincluded obtaining an understanding of internal to financialfinancial controls with statements reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating The of internal control based on the assessed risk. effectiveness procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements. SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2019 (` In lacs)

As at As at Particulars Note No. 31st March 2019 31st March 2018 ASSETS 1.Non-current assets (a) Property, Plant and Equipment 3 2,247.98 2,493.14 (b) Capital work-in-progress - 2.95 (c) Other Intangible Assets 4 5.08 5.08 (d) Financial Assets (i) Investments 5 4.34 4.34 (ii) Trade Receivables 6 1,587.98 1,467.47 (iiI) Loans 7 - - (iV) Other Financial Assets 8 24.42 27.76 (e) Deferred Tax Assets (Net) 9 1,939.16 2,113.70 (f) Other Non-Current Assets 10 959.93 653.33 Total Non-current assets 6,768.89 6,767.77

2.Current assets (a) Inventories 11 5,446.36 5,661.65 (b) Financial Assets (i) Trade receivables 12 4,621.32 1,608.66 (ii) Cash and cash equivalents 13 10.85 23.12 (iii) Bank Balances other than (ii) above 14 11.64 8.85 (iv) Other Financial Assets 15 139.01 160.18 (c) Current Tax Assets (Net) 16 113.61 112.48 (d) Other Current Assets 17 676.39 600.04

Consolidated Balance Sheet Total current assets 11,019.18 8,174.98

TOTAL ASSETS 17,788.07 14,942.75

EQUITY AND LIABILITIES

Equity (a) Equity Share capital 18 881.45 881.45 (b) Other Equity 19 5,696.45 6,217.49 Equity attributable to owners of the Parent 6,577.90 7,098.94 Non Controlling Interest 19.69 26.65 Total 6,597.59 7,125.59

94 Consolidated Statement of Profit & Loss - 45.35 17.88 In lacs) 118.22 135.32 193.04 978.61 ` 1,423.11 1,114.71 6,702.45 4,905.63 ( 14,942.75 DIN: 00024325 - 52.44 18.09 Gopal Sitaram Jiwarajka 114.73 118.31 166.32 For and on behalf of the Board Chairman & Managing Director 1,785.26 9,405.22 3,924.50 5,147.23 1,648.86 17,788.07 2 25 26 27 24 23 20 22 21 Silky Gupta Tarun Jiwarajka Tarun DIN No. 00386240 Company Secretary Whole Time Director & CFO Time Whole 95 CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2019 31ST MARCH, AT AS BALANCE SHEET CONSOLIDATED TOTAL EQUITY AND LIABILITIES EQUITY TOTAL The accompanying notes (1-47) form an integral part of the consolidated financial statements. The accompanying notes (1-47) form an Significant Accounting Poilcies Significant Total Current liabilities Total (iii) Other Financial Liabilities (b) Other current liabilities (c) Provisions (ii) Trade payables Trade (ii) Current liabilities (a) Financial Liabilities (i) Borrowings Liabilities liabilities 1. Non-current (a) Financial Liabilities (i) Borrowings (b) Provisions non-current liabilities Total (ii) Other Financial Liabilities (ii) Other Financial Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 S K Agarwal As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Consolidated Statement of Profit and Loss for the year ended 31st March, 2019 (` In lacs) For the year ended For the year ended Particulars Note No. 31st March 2019 31st March 2018

I. Revenue from Operations 28 17,591.42 12,812.16 II. Other Income 29 22.60 15.64 III. Total Income (I+II) 17,614.02 12,827.80 IV. EXPENSES Cost of materials consumed 935.52 2,631.04 Excise Duty - 53.89 Purchases of Stock-in-trade 15,353.77 9,059.05 Changes in Inventories of finished goods, Stock-in-trade and 30 -67.03 -450.96 work in progress Employee benefits expenses 31 501.38 883.82 Finance costs 32 743.01 682.46 Depreciation and amortization expense 33 224.07 242.20 Other expenses 34 266.75 1,195.47 Total expenses (IV) 17,957.47 14,296.97 V. Profit before exceptional items and tax (III-IV) -343.45 -1,469.17 VI. Exceptional Items - VII. Profit/(loss) before tax (V-VI) -343.45 -1,469.17 VIII. Tax expense: (1) Current tax - - (2) Deferred tax -177.66 426.03 IX. Profit/(loss) for the year (VII-VIII) -521.11 -1,043.14 X. Other Comprehensive Income (i) Items that will not be reclassified subsequently to profit or loss Re-measurement gains (losses) on defined benefit plans -10.01 0.97 Income Tax effect (Deferred Tax) 3.12 -0.30 -6.89 0.67 XI. Total Comprehensive Income for the year (Comprising Profit (Loss) and -528.00 -1,042.47 Other Comprehensive Income for the year) Profit for the Year Attributable to: Owners of the parent -514.15 -1,035.10 Non-controlling interests -6.97 -8.06 Other comprehensive for the year Attributable to: Owners of the parent -6.89 0.67 Non-controlling interests - - Total comprehensive income of the year: Attributable to: Owners of the parent -521.04 -1,034.43 Non-controlling interests -6.97 -8.06

Notes to Consolidated Financial Statements XII. Earnings per equity share (1) Basic (in Rs.) 37 -5.92 -11.84 (2) Diluted (in Rs.) 37 -5.92 -11.84 XIII. Significant accounting policies 2 The accompanying notes (1-47) form an integral part of the consolidated financial statements.

For and on behalf of the Board As per our seperate report of even date annexed. For R Gopal & Associates Chartered Accountants Firm Reg No. 000846C

S K Agarwal Tarun Jiwarajka Gopal Sitaram Jiwarajka Partner Whole Time Director & CFO Chairman & Managing Director M.No: 093209 DIN No. 00386240 DIN: 00024325

Place :New Delhi Silky Gupta Date: 25.05.2019 Company Secretary 96 Notes to Consolidated Financial Statements

In lacs) In lacs) Total Total ` ( ` -528.00 5,716.14 6,244.14 ( As at 881.45 March 31, 2019

Non- -6.96 19.69 26.65 Interest DIN: 00024325 Controlling Gopal Sitaram Jiwarajka For and on behalf of the Board Chairman & Managing Director

the year Total Total -521.04 5,696.45 6,217.49 - Changes during Changes

-9.32 -2.43 -6.89 Income As at Items of Other Comprehensive Silky Gupta 881.45 Tarun Jiwarajka Tarun DIN No. 00386240 March 31, 2018 Company Secretary Whole Time Director & CFO Time Whole

97 -514.15 Earnings Retained -1,546.81 -1,032.66

- Reserve General 4,005.29 4,005.29 Equity attributable to owners of the Parent Equity attributable to Reserves & Surplus

-

3,247.29 3,247.29 Premium Securities

March, st April, 2018 st Consolidated statement of changes in equity for the year ended 31st March, 2019 year ended 31st equity for the of changes in statement Consolidated Particulars A. Equity Share Capital A. Equity Share Equity Share Capital Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 Balance as 1 S K Agarwal The accompanying notes (1-47) form an integral part of the consolidated financial statements. The accompanying notes (1-47) form an As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C 2019 B. Other Equity for the year Balance as at 31 SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH 2019 (` In lacs) Particulars Year Ended Year Ended 31.03.2019 31.03.2018 CASH FLOWS FROM OPERATING ACTIVITIES : Profit/(Loss) before tax -343.45 -1,469.17 Adjustment for : Depreciation 224.07 242.20 Lease hold land amoritisation 2.50 2.50 Interest 702.68 634.47 Interest Income -7.39 -12.83 Allowance for doubtful receivables -454.73 303.91 Provision for Interest receivable written back -0.24 - Bad Debts 9.23 92.87 Loss/(Profit) on sale of Property, Plant and Equipment 11.13 0.81 Irrecoverable loans and advances written off - 108.32 Liability no longer required written back -73.10 -119.23 Operating Profit before Working Capital changes 70.70 -216.15 Adjustment for : (Increase) /Decrease in inventories 215.29 -636.72 (Increase)/Decrease in Trade and other receivables -3,050.59 2,299.39 (Increae)/Decrease in Trade and other payables 2,474.84 -1,001.85 Cash Generated from Operating Activities -289.76 444.67 Adjustment for : Direct taxes (paid ) / Refund Received -1.13 -4.08 Net cash from Operating Activities -290.89 440.59

CASH FLOWS FROM INVESTING ACTIVITIES : Purchase of Property, Plant & Equipment -23.60 -53.03 Proceeds from sale of Property, Plant & Equipment 36.52 9.91 Interest received 9.60 8.94 Notes to Consolidated Financial Statements Net cash from / ( used in ) Investing Activities 22.52 -34.18

CASH FLOWS FROM FINANCING ACTIVITIES : Proceeds/(Repayments) of Non current Borrowings (Net) -32.00 -44.87 Proceeds/ (Repayments) of Current Borrowings (Net) 241.60 128.20 Interest Paid -637.71 -619.30 Loan Received (Unsecured) 1,718.00 329.00 Loan repaid(Unsecured) -1,031.00 -229.00 Margin Money (given)/realised -2.79 24.74 Net cash from/(used in) Financing Activities 256.10 -411.23

98 Notes to Consolidated Financial Statements

2.83 -4.82 27.94 23.12 20.29 23.12 In lacs) In lacs) ` 2017-18 ( DIN: 00024325

7.05 3.80 23.12 10.85 10.85 Gopal Sitaram Jiwarajka -12.27 For and on behalf of the Board Chairman & Managing Director 2018-19 Silky Gupta Tarun Jiwarajka Tarun DIN No. 00386240 Company Secretary Whole Time Director & CFO Time Whole 99

1. The above cash flow statement has been prepared under the “Indirect Method” as set out in AS-7 IND notified under Act 2013. Section 133 of the Companies Balances with banks Particulars Current accounts Cash in hand ( refer Note-13) Total

3. Figures in bracket indicate cash outflows. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH 2019 31ST MARCH YEAR ENDED THE FLOWS FOR OF CASH STATEMENT CONSOLIDATED Net Increase/ (Decrease) in cash and cash equivalents : and cash equivalents (Decrease) in cash Net Increase/

Cash and cash equivalents at beginning of the year cash equivalents at Cash and at end of the year Cash and cash equivalents (1-47) form an integral part of the consolidated The accompanying notes financial statements.

2. Components of Cash and Cash equivalents 2. Components of Cash

Partner M.No: 093209 Place :New Delhi Date: 25.05.2019 S K Agarwal As per our seperate report of even date annexed. Associates For R Gopal & Chartered Accountants Firm Reg No. 000846C Note:

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

SALORA INTERNATIONAL LIMITED - Exposure, or rights, to variable returns from its involvement with the investee, and Consolidated Significant accounting policies - The ability to use its power over the investee to affect its 1 Group Overview returns Salora International Limited is a public limited company The group re-assesses whether or not it controls an investee incorporated and domiciled in India, listed at Bombey Stock if facts and circumstances Indicates that there are changes to Exchange (BSE Ltd.) and National Stock Exchange of India one or more of the three elements of control. Consolidation Ltd. (NSE). The address of its registered office is D-13/4 Okhla of a subsidiary begins when the Group obtains control over Industrial Area Phase-II New Delhi 110020. The principal the subsidiary and ceases when the Group losses control of activity of Company is manufacturing and assembly of LED the subsidiary. Assets, Liabilities, income and expenses of a TVs, CRT TVs, TV Components, Home Theatres, Mobile subsidiary acquired or disposed of during the year are included Phone, Mobile Batteries & Chargers and also distribution of in the consolidated financial statements from the date the large variety of IT,Telecom Products,whole selling of consumer group gains control until the date the Group ceases to control items and generation of electricity (Wind Power). the subsidiary. Group Structure Consolidated financial statements are prepared using % of Share held by Parent uniform accounting policies for like transactions and other Company events in similar circumstances. If a member of the group Name of the Company As at 31st As at 31st uses accounting policies other than those adopted in the March 2019 March 2018 consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are Subsidiary: made to that group member’s financial statement in preparing Salora Components Ltd. 79.05% 79.05% the consolidated financial statements to ensure conformity with the group’s accounting policies. 2 Significant accounting policies The financial statements of all entities used for the purpose of A. Basis of preparation consolidation are drawn up to same reporting date as that of These Consolidated Financial Statements have been prepared the parent company, i.e. year ended on 31 March. to comply in all material respects with the Notified accounting standard under Section 133 of the Companies Act, 2013 (‘the Profit or loss, each component of other comprehensive income Act’) read with Rule 3 of the Companies (Indian Accounting (OCI) is attributed to the equity holders of the parent of the Standards) Rules, 2015 and relevant ammendments there after. Group and to the non-controlling interests, even if the results in The financial statements have been prepared in accordance the non-controlling interests having a deficit balance. All intra- with Indian Accounting Standards (referred to as “Ind AS”) group assets and liabilities, equity, income, expenses and cash under the historical cost convention on an accrual basis except flows relating to transactions between members of the group for certain financial instruments which are required to be are eliminated in full on consolidation. measured at fair values at the end of each reporting period as explained in the accounting policies below. C Consolidation procedure: The Consolidated financial statements are presented in Indian i) Combine like items of assets, liabilities, equity, income, rupees and all values are rounded to the nearest lakhs and two expenses and cash flows to the parent with those of its Notes to Consolidated Financial Statements decimals thereof, except otherwise stated. subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and The Consolidated financial statements were authorized for liabilities recognised in the consolidated financial statements at issue by the company’s Board of Directors on 25th May 2019. the acquisition date. B Basis of consolidation ii) Offset (eliminate) the carrying amount of the parent’s investment The consolidated financial statements comprise the financial in subsidiary and the parent’s portion of equity of subsidiary. statements of the Company and its Subsidiary as at 31 March Business combination policy explains how to account for any 2019. Control is achieved when the group is exposed, or has related goodwill. right, to variable return from its involvement with the investee iii) “Eliminate in full intragroup assets and liabilities, equity, and has the ability to affect those returns through its power over income, expenses and cash flows relating to transactions the investee. Specifically, the Group controls an investee if and between entities of the group (profits or losses resulting from only if the Group has: intragroup transactions that are recognised in assets, such as - Power over the investee (i.e. existing rights that give it inventory and fixed assets, are eliminated in full). Intragroup the current ability to direct the relevant activities of the losses may Indicate an impairment that requires recognition investee) in the consolidated financial statement. Ind AS 12 Income tax

100 Notes to Consolidated Financial Statements and judgements Use of estimates The preparation of the to make requires management AS with Ind in conformity consolidated financial statements These estimates, estimates, judgments assumptions. and the application of accounting and assumptions affect judgments policies amounts and the reported of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amountsAccounting estimates could and expenses the period. during of revenues from results could differ Actual period. change from period to changes in estimates are made Appropriate those estimates. aware of changes in circumstances as management becomes surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changesare are disclosed in the notes to their effects made and, if material, the financial statements. Operating segment segments used 108, the operating AS In accordance with Ind 108. to present segment information are identified on the basis of Management to allocate internal reports used by the Company’s resources to the segments and assess their performance. AS ‘Chief The Board of Directors is collectively the Company’s within the meaning of Operating Decision Maker’ or ‘CODM’ Ind Other significant accounting policies These are set out under “Significant Accounting Policies” as separate financial statements given in the Company’s D E F

101 applies to temporary differences that arise from the elimination that arise from differences applies to temporary of profits and losses resulting from intragroup transactions. Profit or loss and componenteach ofincome are attributed to of the owners the group and to the other comprehensive comprehensive income of Total non-controlling interests. subsidiaries and to is attributed to the owners of the group even if this results in the non- the non-controlling interests a deficit balance. controlling interests having Consolidated financial for like transactions and other uniform accounting policies statements areevents in similar circumstances. of the group If a member prepared using uses accounting policies in the other than those adopted consolidated financial statements for likeevents in similar circumstances, appropriate adjustments transactions and are made to in that group preparing member’s accounting policies. ensure conformity with the group’s the financial statements consolidated financial statementsThe to financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that i.e., year ended on March. 31 When of the parent company, from is different the end of the reporting period of the parent the subsidiary consolidation prepares, for that of a subsidiary, purposes, additional financial information asof the same date to parent the enable to parent the of statements financial the as unless it consolidate the financial information of the subsidiary, is impracticable to do so.

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property, Plant & Equipment (` In lacs) Particulars Leasehold Building Furniture Plant & Dies & Motor Office Total Land & Fittings Machinery Moulds Vehicles Equipment Tangible Assets Gross Carrying Amount Balance as at 1st April, 2017 315.29 576.73 451.94 6,752.35 1,045.46 262.46 57.74 9,461.97 Additions - 17.99 18.45 15.35 0.37 - 0.23 52.39 Deductions/ Adjustment - - - 33.44 - 13.34 - 46.78 Balance at 31st March, 2018 315.29 594.72 470.39 6,734.26 1,045.83 249.12 57.97 9,467.58

Accumulated Depreciation Balance as at 1st April, 2017 70.73 312.09 421.08 4,853.02 962.84 99.60 51.69 6,771.05 For the year 3.50 14.84 12.02 174.07 5.41 28.62 1.00 239.46 Deduction/ Adjustment - - - 32.23 - 3.84 - 36.07 Balance as at 31st March, 2018 74.23 326.93 433.10 4,994.86 968.25 124.38 52.69 6,974.44

Net carrying amount as at 31st 241.06 267.79 37.29 1,739.40 77.58 124.74 5.28 2,493.14 March, 2018 Net carrying amount as at 31st 244.57 264.64 30.82 1,899.29 82.62 162.86 56.95 2,690.92 March, 2017 Particulars Gross Carrying Amount Balance as at 1st April, 2018 315.29 594.72 470.39 6,734.26 1,045.83 249.12 57.97 9,467.58 Additions - - 0.06 7.34 - - 1.10 8.50 Deletions / Adjusted - - - 56.26 515.52 9.06 - 580.84 Cost at 31st March, 2019 315.29 594.72 470.45 6,685.34 530.31 240.06 59.07 8,895.24 Accumulated Depreciation Accumulated Depreciation upto 74.23 326.93 433.10 4,994.86 968.25 124.39 52.69 6,974.45 31st March, 2018 Depreciation for the year 3.50 15.38 3.59 168.85 5.31 26.67 0.77 224.07 Written Back / Adjusted - - - 53.45 489.78 8.03 - 551.26 Notes to Consolidated Financial Statements Accumulated Depreciation up to 77.73 342.31 436.69 5,110.26 483.78 143.03 53.46 6,647.26 31st March, 2019 Net carrying amount as at 31st 237.56 252.41 33.76 1,575.08 46.53 97.03 5.61 2,247.98 March, 2019 Net carrying amount as at 31st 241.06 267.79 37.29 1,739.40 77.58 124.74 5.28 2,493.14 March, 2018 Note: Leasehold Land of Delhi and of Noida are under finance lease for 99 years and 90 years respectively Lease hold land at D-13/4, Okhla Industrial Area,Phase-II is in the company’s old name i.e. Electronics Consortium Private Limited. For assets provided as security refer note no. 20 and 23

102 Notes to Consolidated Financial Statements

5.08 As at 4.34 In lacs) ` ( 1,467.47 31st March 2018 31st March 2,400.11 2,400.11 -2,400.11 -2,400.11 1,467.47 0.02 35.50 35.52 31.18 106.21 106.21 98.39 101.13 2.74 -31.18

4.34 5.08 As at 1,587.98 31st March 2019 31st March 1,587.98 1,998.76 106.21 106.21 101.13 101.13 -31.18 -1,998.76 - - 0.02 35.50 35.52 31.18 103

Particulars NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL CONSOLIDATED NOTES TO 2 (P.Y.) Unsecured Redeemable Money Multiplier Bond of ICICI Ltd of Rs.1000/- 2 (P.Y.) each Total Other Investments in Bond (Fully paid) 355000 (P.Y. 355000) Equity Shares of Encompass Software & Systems Pvt. 355000) Equity 355000 (P.Y. Ltd. of Rs.10/- each. Less: Provision for diminution in value of Investments Investments carried at amortized cost In Other Companies : Investment carried at fair value through other comprehensive income Investment carried at fair value through Aggregate amount of Unquoted Investments: - Unsecured, considered good Trade Receivables-Non current Receivables-Non Trade Aggregate amount of impairment in value of investments: - Doubtful Less : Allowance for bad & doubtful debt Less : Total Total Investments in Equity Instruments: Unquoted, fully paid-up Investments in Equity Instruments: Unquoted,

Cost at the end of the year Cost at the end of the Opening Accumulated Amortisation Amortisation for the year as at the end of the year Net Carrying amount Cost as at beginning of the year Cost as at beginning of at the end of the year Amortisation Total Non-Current Investments Other Intangible Assets

6 5 4 No. Note SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Note Particulars As at As at No. 31st March 2019 31st March 2018 7 Loans- Non current (Unsecured -Considered Doubtful) Inter Corporate Loan Given 255.00 255.00 Less:Allowances for Impairment Loss -255.00 -255.00 Total - -

8 Other Financial Assets-Non Current (Unsecured, considered doubtful unless otherwise stated) Advances recoverable in cash or in kind or for value to be received 1,334.18 1,334.18 Less:Allowances for Impairment Loss -1,334.18 -1,334.18 Interest Receivable 94.40 94.64 Less:Allowances for Impairment Loss -94.40 -94.64 Security Deposits (considered good) 24.42 27.76 Total 24.42 27.76

9 Deferred tax Assets (Net) Deferred tax liability: On account of depreciation on property, plant & equipment and other intangible 448.41 475.51 assets Sub Total 448.41 475.51

Deferred tax asset:

Notes to Consolidated Financial Statements On account of timing differences in recognition of expenditure 31.00 25.57 On account of Unabsorbed losses and depreciation under the Income Tax Act, 1,078.33 1,155.60 1961 On account of ECL & Impairment losses 1,200.84 1,330.64 On account of capital Loss 77.40 77.40 Total 2,387.57 2,589.21

Deferred tax assets (net) 1,939.16 2,113.70

104 Notes to Consolidated Financial Statements

- 8.85 2.83 8.85 As at 20.29 23.12 220.79 254.13 -220.79 1,608.66 1,608.66 5,661.65 31st March 2018 31st March 653.33 3,712.05 607.50 45.83 603.83 205.92 884.84 0.88

-

7.05 3.80 As at 11.64 11.64 11.64 11.64 41.00 10.85 167.41 -167.41 4,621.32 5,446.36 4,621.32 31st March 2019 31st March 959.93 916.60 535.52 1,374.50 3,440.49 - - 43.33 54.85 105 Particulars Total Total Total Total Note: Balance of Rs. 3.95 lacs (P.Y. Rs. 11.55 lacs ) seized by Sales Tax Tax lacs ) seized by Sales Rs. 11.55 Note: Balance of Rs. 3.95 lacs (P.Y. Department Less : Allowance for bad & doubtful debt Allowance Less : Total Total - in current accounts Balances with banks - Doubtful Total Total Fixed Deposit - Margin Money with Bank Cash balance on hand - considered good Prepayments of Leasehold Land Prepayments of Leasehold Total Deposits with Statutory Authorities Deposits with Statutory Raw materials Bank Balances other than above Cash and Cash Equivalents Trade Receivables (Unsecured ) Trade (Unsecured Considered good) (Unsecured Work in progress in progress Work Finished goods Trade Stock in Raw materials Fuel Goods in transit:

Other Assets Non-Current Inventories:

11 14 13 12 10 No. Note SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Note Particulars As at As at No. 31st March 2019 31st March 2018 15 Other Financial Assets (Unsecured considered good unless otherwis stated) Interest Receivable 1.91 3.88 Superannuation Recoverable 1.43 1.43 Advances recoverable in cash or in kind or for value to be received: - - -Considered Goods 135.67 154.87 -Considered Doubtful 10.53 10.53 Less: Allowance for Impairment Loss -10.53 -10.53 Total 139.01 160.18

16 Current Tax Assets (Net) Income Tax Refund Receivable 113.61 112.48 Total 113.61 112.48

17 Other Current Assets (Unsecured, Considered good) Balance With / Recoverable from Government Authorities -Considered Goods 636.58 582.55 Prepaid expenses 39.81 17.49 Total 676.39 600.04 Notes to Consolidated Financial Statements

106 Notes to Consolidated Financial Statements

Rs. Rs. 8.30 6.35 0.72 % of 23.04 17.02 In lacs) 880.73 880.73 882.00 880.73 881.45

holding ` 2,000.00 (

No.of Shares 12,700 731,410 558,929 Number Number 2,029,117 2,029,117 As at March 31, 2018 8,807,300 8,807,300 8,820,000 1,498,988 8,807,300 As at 31st March, 2018 As at 31st March, 2018 As at 31st March, 200,00,000

Rs. Rs. 8.30 6.35 0.72 % of 26.56 17.02 880.73 880.73 882.00 880.73 881.45 holding 2,000.00

12,700 Number Number 731,410 558,929 As at March 31, 2019 2,339,011 2,339,011 8,807,300 8,807,300 8,820,000 1,498,988 8,807,300 As at 31st March, 2019 As at 31st March, 2019 As at 31st March, 200,00,000 No.of Shares

107 Particulars Particulars NOTES TO CONSOLIDATED FINANCIAL STATEMENT FINANCIAL CONSOLIDATED TO NOTES Equity shares outstanding at the beginning of the Year of the Equity shares outstanding at the beginning

(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year: (b) Reconciliation of the number of shares

(a) Equity Share Capital: Equity shares outstanding at the end of the year Equity shares outstanding at the end of the Authorised:

Equity Shares of Rs. 10 /- each Equity Shares of Rs. 10 (c) The rights, preferences and restrictions attached to each class of shares including restrictions on the distribution of attached to each class of shares including restrictions on the distribution (c) The rights, preferences and restrictions are as under: dividends and the repayment of Capital The company has only one class Each holder of equity share is entitled to of equity shares having a par value of Rs. 10 per share. remaining assets the holders of equity shares will be entitled to receive company, of share. In the event of liquidation one vote per The distribution will be in proportion to the number of equity shares held after distribution of all preferential amount. of the company, by the shareholders. Issued and Subscribed : Issued and Subscribed Gopal Kumar Jiwarajka (d) Particulars of equity share holders holding more than 5% of the total number of equity share capital: (d) Particulars of equity share holders holding more than 5% of the total number Nme of shareholders: Equity Shares of Rs. 10/- each Equity Shares of Rs. 10/- Gopal Kumar Jiwarajka HUF Issued, Subscribed and Paid--up : Issued, Subscribed Neetu Jiwarajka Equity Shares of Rs.10/- each Equity Shares of Rs.10/- Manori Properties Pvt Ltd. Share Capital forfeited Equity Shares @ 5.65/- each Share Capital forfeited

Total

18 No. Note

SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (` In lacs)

Note Particulars As at As at No. 31st March 2019 31st March 2018 19 Other Equity

a. Securities Premium Reserve As per last balance sheet Share Premium Account 3,244.42 3,244.42 Share Premium Forfeited 2.87 2.87 Sub Total 3,247.29 3,247.29

b. General Reserve As per last Balance sheet 4,005.29 4,005.29 Sub Total 4,005.29 4,005.29

c. Surplus in Statement of Profit and Loss As per last Balance sheet -1,032.66 2.44 Add : Profit/(Loss) Transferred from Statement of Profit & Loss -514.15 -1,035.10 Sub Total -1,546.81 -1,032.66

d. Other Comprehensive Income Opening balance -2.43 -3.10 Add : Re-measurements of Defined Employee Benefits plans(Net of Tax) -6.89 0.67 Sub Total -9.32 -2.43

Total 5,696.45 6,217.49

Nature and purpose of Reserves: (i) Securities Premium Securities premium reserves represents the premium on issue of equity shares. The reserve is utilised in accordance with the

Notes to Consolidated Financial Statements provision of the Companies Act, 2013. (ii) General Reserve This represents appropriation of profit after tax by the company. (iii) Surplus This comprise company’s undistributed profit after tax.

108 Notes to Consolidated Financial Statements

As at 17.88 17.88 In lacs) 118.22 118.22 118.22 118.22 978.61 ` ( 4,905.63 4,905.63 31st March 2018 31st March - - 955.00 955.00 53.33 29.72 23.61

As at 18.09 18.09 118.31 118.31 118.31 118.31 5,147.23 1,648.86 5,147.23 31st March 2019 31st March 335.00 21.33 14.47 6.86 1,307.00 1,642.00 109 (Refer Note No. 25) Particulars NOTES TO CONSOLIDATED FINANCIAL STATEMENT FINANCIAL CONSOLIDATED TO NOTES Loans from related parties Sub Total Loan from Others Total Other Financial Liabilities-Non Current Trade Deposit Trade Total Vehicle Loans from Banks Loans Vehicle Loan of Vehicle Less : Current Maturities Sub Total (b) Unsecured Loans: Vehicle Loans from Banks , repayment on monthly instalment basis. Vehicle of shares of other listed company held by promoters Unsecured loan from NBFC is sucured by pledge and their relatives. Provision for Leave Total Term Loan Term Total Vehicle Loans are secured against hypothecation of cars. Loans are secured Vehicle Provisions-Non Current Employees benefits: Working Working Capital Loans are secured by hypothecation of inventories & receivables and properties of Noida units as collateral security. first pari-passu charge on immovable Borrowings- Non Current Borrowings- Non Current (a) Secured Borrowings-Current Working capital loan From Banks (Secured) Working Additional Information:

Additional Information:

21 22 20 23 No. Note SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (` In lacs)

Note As at As at Particulars No. 31st March 2019 31st March 2018 24 Trade Payables Dues to Micro, Small and Medium Enterprises* 24.54 - Others 3,899.96 1,423.11 Total 3,924.50 1,423.11 Additional Information: *The Company has declared the dues to Micro, Small and Medium Enterprises on the basis of confirmations received from parties.

25 Other Financial liabilities- Current Current maturities of long term debt: Vehicle Loans 14.47 29.72 Interest accrued but not due on borrowings 121.52 56.55 Payable to Employees 30.33 49.05 Total 166.32 135.32 Additional Information: Vehicle Loans are secured against hypothecation of cars. Interest accrued & due on borrowings includes Rs. 0.80 lacs of MSMED parties.

26 Other Current liabilities Statutory Liabilities 49.27 104.06 Others 65.46 88.98 Total 114.73 193.04 Notes to Consolidated Financial Statements

27 Provisions-Current Employees benefits: Provision for Leave 8.95 13.98 Provision for Gratuity 43.49 31.37 Total 52.44 45.35

110 Notes to Consolidated Financial Statements - - -

1.25 2.81 15.64 12.16 10.91 12.83 In lacs) 205.92 884.84 498.44 133.63 371.79 371.79 ` ( 3,712.05 3,719.78 4,802.81 4,351.85 12,428.21 12,800.00 12,812.16 31st March 2018 31st March For the year ended ended For the year 450.96 12,428.21 12,428.21

1.01 0.97 7.39 2.46 45.90 22.60 54.85 75.08 73.10 12.75 884.84 205.92 474.94 474.94 4,802.81 4,869.84 3,440.49 1,374.50 3,712.05 17,591.42 17,041.40 17,516.34 31st March 2019 31st March 67.03 For the year ended ended For the year 16,995.50 16,995.50 111 Particulars NOTES TO CONSOLIDATED FINANCIAL STATEMENT FINANCIAL CONSOLIDATED TO NOTES Export Total

Changes in Inventories of finished goods, Stock-in-trade and work in progress Changes in Inventories of finished goods, Stock at the end of the year in progress Work Finished goods Stock in Trade : Sub Total Revenue from Operations: Sales of Goods Domestic Sub Total : Sub Total Finished goods Work in progress Work Stock in Trade Increase / (Decrease) in Stock : Less : Stock at the beginning of the year Revenue from Operations Total

Miscellaneous Income Liability no Longer required written back Sale of Services Wind Energy Total Gross Sales Other Operating Income Bad Debts Recovered Interest Miscellaneous Income Other Income: Short/excess claim Total

30 28 29 No. Note SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (` In lacs)

Note Particulars For the year ended For the year ended No. 31st March 2019 31st March 2018 31 Employee Benefits Expenses: Salaries and wages 440.81 806.03 Contribution to provident and other funds 49.73 61.79 Staff Welfare & Other Benefits 10.84 16.00 Total 501.38 883.82

32 Finance Costs: Interest 702.68 634.47 Bank charges and Others 40.33 48.00 Total 743.01 682.47

33 Depreciation and amortization: Depreciation 220.57 238.70 Amortization of Land 3.50 3.50 Total 224.07 242.20 34 Other expenses: Notes to Consolidated Financial Statements

112 Notes to Consolidated Financial Statements

In lacs) ` ( 1,195.46 31st March 2018 31st March - - For the year ended ended For the year 115.87 115.87 116.44 116.44 11.50 11.50 303.91 0.81 108.32 92.87 2.97 49.60 0.76 86.59 99.71 1.50 1.08 0.09 1.50 63.36 12.18 12.63 19.55 88.36 88.36 0.02 0.02 29.32 29.32 2.50 2.50 64.51 64.51 7.17 7.17 13.84 -0.73 -2.45 -108.32

266.75 31st March 2019 31st March ------11.13 11.13 11.40 11.40 6.11 6.11 11.56 11.56 4.43 67.43 9.23 0.28 14.64 0.82 42.53 51.69 1.50 1.00 1.50 71.89 12.90 89.25 1.78 17.67 2.50 51.06 4.88 5.53 -15.44 For the year ended ended For the year 244.21 -454.73 113 Particulars NOTES TO CONSOLIDATED FINANCIAL STATEMENT FINANCIAL CONSOLIDATED TO NOTES Total Allowance for doubtful receivables Net (gain)/loss on foreign currency transaction Miscellaneous expenses Short / (Excess) Claims Loss on sale of property, plant & equipment (net) Loss on sale of property, Less: Provision for Irrecoverable Loans & Advance Written Back Advance Written Less: Provision for Irrecoverable Loans & Irrecoverable loans and advances written off Bad Debts Sales Tax,Entry Tax and Service Tax Tax Sales Tax,Entry After Sale Service Charges Advertisement & Publicity Discount,Commission & Incentives Freight and Forwarding Travelling & Conveyance Travelling In Other capacity Expenses reimbursed Certification Tax Audit Fees Tax Payment to Auditors Audit Fees Statutory Legal and professional fees Rates and taxes Insurance Others Plant & Machinery Building Repair & Maintenance :- Repair & Maintenance Rent Lease Rent Power and fuel Stores & Spares Consumed Assembly Charges

No. Note SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

Note No. 35 Disclosure mandated by Schedule III of Companies Act 2013, by way of additional information

(` in Lakhs) Particulars Net Asset, i.e. total Share in profit or loss Share in Other Share in Total assets minus total Comprehensive Income Comprehensive Income liabilities As % of Amount As % of Amount As % of Amount As % of Amount consolidated (Rs. in consolidated (Rs. in consolidated (Rs. in consolidated (Rs. in net assets lacs) Profit and lacs) Other lacs) Total lacs) Loss Comprehensive Comprehensive Income Income Parent: Salora International 104.06 6,845.10 93.62 -487.86 100.00 -6.89 93.70 -494.75 Limited

Subsidiaries: Indian: Salora Component Ltd. 1.36 89.54 5.92 -30.87 0.00 - 5.85 -30.87

Foreign: NA NA NA NA Non controlling Interest in 0.30 19.69 1.34 -6.97 0.00 - 1.32 -6.97 Subsidiary Notes to Consolidated Financial Statements

114 Notes to Consolidated Financial Statements 8.46 1.97 37.88 . 1,023.10 4,961.62 As at 31 March 2018 As at 31 March 1.97 8.07 37.88 1,565.10 4,877.81 for Sales Tax and Excise demand Rs.9.20 Tax for Sales As at 31 March 2019 As at 31 March 115

Contingent Liabilities not provided for in respect of : Liabilities not provided Contingent Pending completion of the legal process the impact of liability, if any, cannot be ascertained at this stage, however, management believes that, based cannot be ascertained at this stage, however, if any, Pending completion of the legal process the impact of liability, on legal advice, the outcome of these contingencies will be favorable and that outflow of economic resources is not probable. on legal advice, the outcome of these contingencies will be favorable and that outflow of economic Estimated amount of contracts remaining to be executed on capital account & not provided for(net of advances) is Rs. Nil.(previous year Rs. 0.77 lacs). lacs) by bank Rs. 5.93 lacs ( Previous year Rs.0.50 Rs.4.79 lacs), against which margin kept Year lacs (Previous Bank Guarantees issued by Bankers Rs.502.21 lacs (Previous year Rs. 4.79 lacs) including Advance Licence utilised for Import of CPT worth Rs.87.50 lacs during the period from January, 1995 to May 1995 , DGFT issued 1995 to May 1995 , DGFT worth Rs.87.50 during lacs the period from January, Advance Licence utilised for Import of CPT the defaulters list. name in all above imports and included the company’s to pay duty and penalty thereof on Cause Notice Show the facts, the all consideration into taking and petition the admitting after and Court High Delhi in Notice said the challenged Company remove to DGFT ordered and Customs of Collector the with lacs 20.00 Rs. of sum a deposit to Company the directed Court High Delhi the sum of Rs.20.00 lacs within the time stipulated by Accordingly Company has deposited from the defaulters list. name Company’s at this stage. Petition has been refiled against appeal order of DGFT the Court. Duty and penalty amount is not ascertainable The demand for Rs.1292.44 lacs (previous year Rs. 1292.44 lacs) and penalty lacs (previous Rs.1292.44 year Rs. 1292.44 lacs ) in on the same basis by the department is time barred and case had been decided for the period June 1998 to March 2002 raised had remanded this matter to Commissioner The CESTAT had gone in appeal before CESTAT. department favour of the company.The Adjudication who has decided the case against the company without considering direction company / has again differential filed has appeal decidedfacts on the CSETAT the matter caseof before against CESTAT. The the Thethe company. company CESTAT. has filed the SLP aginst the order of before CESTAT the Supreme Court. Therefore considering directions / differential in remand order not considered Commissioner’sin orders, the company has good case on merits. Demand deposited facts given by CESTAT amounting to Rs.600.00 lacs( previous year Rs. 300.00 lacs).Miscellaneous Excise duty demand amounting to Rs.7.39 lacs( previous lacs(previous demand Rs.1.97 year Rs. 1.97 lacs) has been raised by the department against Tax year Rs. 91.01 lacs) and Service year Rs.6.20 lacs). The amount deposited against demand Rs.2.00 lacs ( previous which company has filed appeals. The Central Sales Tax and State VAT/ Sales Authorities Tax has raised demand of Rs. 1565.10 Lac (Previous primarily Year Rs. pertains 1023.10) to expartie order and/or some interpretation filed. related being are documents required cases, issues, the of most in which However company. is the by disputed been has under which protest, under deposited appeal and an amount of Rs.202.52 demands are pending before various appellate authorities forums. appeal against the said The Company’s The demand amounting to Rs.1113.78 lacs(previous year Rs. 1113.78 lacs) and penalty Rs. 1113.78 lacs (previous year Rs.1113.78 lacs (previous year Rs.1113.78 lacs) and penalty Rs. 1113.78 lacs(previous year Rs. 1113.78 The demand amounting to Rs.1113.78 lacs April 2003 and demand of Rs.28.99 (previous year Rs.28.99 lacs and penalty ) of Rs.28.99 April 2002 to lacs) for the period duty on Chassis, Sub period July 1993 to February 1994 are on the basis of differential lacs (previous year Rs.28.99 lacs) for the The Honorable Supreme Court has decided on the classificationas T.V. issue for the period 1989- assembly parts of T.V.considered The company had gone in appeal before from the case decided by the Supremen Court. 90 and the facts of these cases are different Adjudication to decide a fresh while considering the were remanded back to the Commissioner appeal before CESTAT The CESTAT. facts The Commissioner has decided the cases against the company without considering the differential facts of the case. differential the before order Commissioner’s against appeal filed again has company The order. remand in CESTAT the by given directions per as the before CESTAT of order the aginst SLP the filed has company The company. the against case the decided has CSETAT CESTAT. Hon’ble Supreme Court. Income Tax Assessments of the Company have been completed upto Assessment Year 2016-17 (in previous year upto 2015-16). Year Assessment Assessments of the Company have been completed upto Tax Income Demand has been raised of Rs.37.88 lacs (previous year Rs. 37.88 lacs) for earlier assessment year 2002-03 against which company has filed appeal before appleate authorities and amount Rs. 37.88 lacs (previous year Rs.37.88 lacs) hasdemands. been deposited against 1997-98 is order lying Assessment for Year pending the before department Hon’ble against Supreme Appeal the of ITAT Income Tax 2002-2003. Year received lacs) by the Company in the Financial lacs (previous year Rs. 1151.57 Court against refund of Rs.1151.57 There is final demand of Rs. 382.99 lacs on Rs. 17.64 crores direct benefit to share holders is onlydepreciation part of Rs. 32.48 crores. in SLP as High Court relieved A.

Particulars Income Tax Matters Income Tax Matters Sales Tax Matters Service Tax Excise Matters Letter of credit other than for capital expenditure other than for capital Letter of credit B.

ii) ii) Note: i) 36 iii) v) vi) iv) vii) SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (` In lacs)

37 Earning per Share

Particulars Year ended Year ended March 31, 2019 March 31, 2018 a).Net profit / (loss) available to equity shareholders -521.11 -1,043.15 b).Number of weighted average equity shares outstanding during the year for the 8,807,300 8,807,300 purpose of calculation of earnings per share c).Nominal value of equity share (in Rs.) 10 10 d).Basic earning per share (in Rs.) (5.92) (11.84) e).Diluted earning per share (in Rs.) (5.92) (11.84)

38 RELATED PARTIES DISCLOSURES: 1. Relationship:

(a) Other related parties in which key managerial Personnel are able to Associated Electronics Research Foundation exercise significant influence : Manori Properties Private Limited

Devi Electronics Private Limited Quick Load 247 Private Limited Tiss Technologies LLP PJTJ Technologies Private Limited SSAMSCONN Technologies Pvt. Ltd.

(b) Key Managerial Personnel: Mr. Gopal Sitaram Jiwarajka(Chairman & Managing Director) Mr. Tarun Jiwarajka(Whole Time Director & CFO) Mrs. Neetu Jiwarajka (Director) Mr. Mohd. Faisal Farooq ( Company Secretary, till 29.9.2018) Notes to Consolidated Financial Statements Ms. Silky Gupta (Company Secretary, w.e.f. 21.12.2018)

(c) Relative of key managrial personnel where transactions have taken place: Mr. Ayush Jiwarajka Mrs. Savitri Devi Jiwarajka

(d) Other Related Parties: Mr. Gautam Khaitan (Chairman Audit Commitee & Independent Director) Mr. Patanjali Govind Keswani (Independent Director) upto 28.9.2018 Mr. Sanjeev Kaul Duggal (Independent Director) Mr. K.S. Mehta (Independent Director) Note: Related party relationship is as identified by the Company and relied upon by theAuditors.

116 Notes to Consolidated Financial Statements

-

- -

- - -

- -

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------2.16 In lacs) ` 31.03.18 (

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- -

- - -

- -

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------2.00 31.03.19 Referred in 1 (d) above

-

- -

-

-

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- - - 6.98 1.70 56.11 56.11 69.27 111.91 111.91 100.00 955.00 31.03.18

-

- -

-

- -

- - - 9.67 1.28 93.47 32.33 34.00 Related Parties 117.47 117.47 316.00 31.03.19 1,237.00 Referred in 1 (b) & (c) above Referred in 1 (b) & (c)

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- - - - 0.86 1.89 5.32 117 11.18 11.18 31.03.18

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- 0.95 5.00 5.00 6.10 0.85 5.00 11.18 11.18 12.68 75.00 10.14 70.00 151.37 179.42 31.03.19 Referred in 1 (a) above NOTES TO CONSOLIDATED FINANCIAL STATEMENT FINANCIAL CONSOLIDATED TO NOTES

2. Transactions carried out with related parties as above , in ordinary course of business: ordinary course of parties as above , in out with related carried 2. Transactions Nature of Transactions Purchases Goods and Materials Sales Goods and Materials Rent & Other Income Expenses Interest Directors Remuneration Directors Sitting Fee Salary of others Finance Loans received Loans repaid Others Advance Received for sale of shares Expenses/Payment on their behalf Outstandings Payables Receivables Loan Payable Interest Payable Rent Payable Advance Received for sale of shares SALORA INTERNATIONAL LIMITED ANNUAL REPORT 2018-19

39 The Company has inventories as at 31st March 2019 of Rs. 5445.51 lakhs at cost which includes old inventories against which provision of Rs 169.53 lakhs has been considered . Sale done from ageing inventories are not below cost. The additional provision if any on inventories shall be accounted for at the time of disposal / realization. 40 Contingent liabilities of Rs 6482.77 lakhs related to Sales tax, Excise duty, Income tax etc against which amount deposited Rs 862.40 lakhs which are contested by the company and pending before various forums. However management believes that based on legal advice, the outcome of these contingencies will be favorable and that outflow of economic resources is not probable. 41 The Company has material undisputed statutory dues recoverable of Sales tax Rs.335.98 lakhs, Income tax Rs.109.82 lakhs, Service tax Rs.14.74 lakhs and Modvat Rs.7.82 lakhs has been considered good based on the opinion rendered by experts and considerd current. The subsidiary company has material undisputed statutory dues recoverable of GST Rs.104.28 lakhs,service tax Rs.22.00 lakhs, excise Rs. 4.54 lakhs and sales tax Re. 3.73 lakhs has been considered good based on the opinion rendered by experts and considered current. 42 For deferred tax assets on unabsorbed depreciation, business losses, impairment provisions and capital losses etc recognized net of deferred tax liability on account of difference in block of fixed assets amounting to Rs 1834.64 lakhs as at 31st March 2019, as the management is confident for realization of the same. For deferred tax assets of subsidiary company on unabsorbed depreciation, business losses etc. recognised amounting to Rs 104.52 lakhs (net) as at 31st March 2019, as the management is confident for realization of the same. 43 Pending confirmations / statement of accounts / follow up documents of old debit balances of certain trade payables and advances amounting to Rs 84.37 lakhs have been considered good. Management is in the process to reconcile / confirmations of balances and expect that there will be no material impact on the financial statements. 44 Debtors , creditors,loans and advances are subject to confirmations except received of some parties. 45 There is only one subsidiary company with insignificant transactions. The accounting policies and notes to accounts being similar to that of the holding company as stated in standalone financial statements are not appended hereto. 46 In the opinion of the board, any of the assets other than property ,plant and equipment and non current investments have a value on realisation in the ordinary course of the business at least equal to the amount at which they are stated. 47 Previous year figures have been re-grouped / re-arranged wherever considered necessary. The accompanying notes (1-47) form an integral part of the consolidated financial statements.

For and on behalf of the Board As per our seperate report of even date annexed. For R Gopal & Associates Chartered Accountants Firm Reg No. 000846C Notes to Consolidated Financial Statements S K Agarwal Tarun Jiwarajka Gopal Sitaram Jiwarajka Partner Whole Time Director & CFO Chairman & Managing Director M.No: 093209 DIN No. 00386240 DIN: 00024325

Place :New Delhi Silky Gupta Date: 25.05.2019 Company Secretary

118 SALORA INTERNATIONAL LTD. CIN L74899DL1968PLC004962 Regd. Office: D–13/4, Okhla Industrial Area, Phase – II, New Delhi – 110 020 Phone: 91-11-40552341; E-mail: [email protected], website: www.salora.com

ATTENDANCE SLIP {Please complete Attendance Slip and hand it overat the entrance of the Meeting Hall}

Folio No...... D. P. ID No...... Client ID No......

Name of Member ...... Signature ...... Name of Proxyholder ...... Signature ...... 1. Only Member/Proxy holder can attend the meeting. 2. Member/Proxy holder should bring his/her copy of the Annual Report for reference at the meeting.

Signature of the Member or Proxy*

*Please indicate whether Member or Proxy.

SALORA INTERNATIONAL LTD. CIN L74899DL1968PLC004962 Regd. Office:D – 13/4, Okhla Industrial Area, Phase – II, New Delhi – 110 020 Phone: 91-11-40552341; E-mail: [email protected], website: www.salora.com

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) ………………………………………………………………...... ………………………………. Registered Address …………………………………………………………………………………………………...... ….. E-mail Id ………………………………………………………………………………………………………………………...... Folio No./ Client ID No .………………………………………………………………DP ID No.…………………………………...... I/We, being the member (s) of ...... …………………..shares of the Salora International Limited, hereby appoint 1. Name: ………………………………………………………...... …………………………………………………… Address: E-mail Id: Signature:……………., or failing him

2. Name: …………………………………………………………………………………………………………… Address: E-mail Id: Signature:……………., or failing him 3. Name: ……………………………………………………………………...... …………………………………… Address: E-mail Id: Signature:……………., as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 50th Annual general meeting of the company, to be held on the Saturday, 28th September, 2019 at 11 A.M. at INDIA ISLAMIC CULTURAL CENTRE, 87-88, LODHI ROAD, LODHI GARDENS, LODI ESTATE, NEW DELHI -110 003 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. Adoption of Audited Financial Statements (including the consolidated financial statements) of the Company as at 31st March, 2019 and the Reports of Board of Directors and Auditors’ thereon. 2. Appointment of director in place of Smt. Neetu Jiwarajka (holding DIN 00025570), who retires by rotation and being eligible offers herself for re-appointment. 3. Appointment of Shri Sanjeev Kaul Duggal (DIN: 00004977) Independent Director 4. Appointment of Shri Gopal Sitaram Jiwarajka (DIN: 00024325) Managing Director 5. Ratification of Cost Auditors’ remuneration

Affix Revenue Signed this…...... … day of...... …………….2019 stamp

S i g n a t u r e o f s h a r e h o l d e r Signature of Proxy holder(s)

Note: 1. 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 Meeting.

2. Those members who have multiple folios with different joint holders may use copies of this attendance slip/Proxy. ROUTE MAP TO THE 50TH ANNUAL GENERAL MEETING OF SALORA INTERNATIONAL LTD. This Page is kept Intentionally Blank This Page is kept Intentionally Blank This Page is kept Intentionally Blank

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