ANNUAL REPORT 2014 If undelivered, please return to: MCS Share Transfer Agent Limited Unit: Videocon Industries Limited 002, Ground Floor, Kashiram Jamnadas Building 5, P D’mello Road, Masjid (East), Mumbai-400 009 This Annual Report is printed on ECO-FRIENDLY Paper VIDVIDEOCONEOCON ININDUSTRIESDUSTRIES LIMILIMITEDTED BOARD OF DIRECTORS REGISTERED OFFICE Venugopal N. Dhoot Chairman & Managing Director 14 K.M. Stone, Aurangabad-Paithan Road, Village: Chittegaon, Taluka: Paithan, Maj Gen. S. C. N. Jatar Independent Director Dist.: Aurangabad – 431 105 (Maharashtra) Radheyshyam Agarwal Independent Director Anil Joshi Independent Director MANUFACTURING FACILITIES Subroto Gupta Nominee-IDBI Bank Limited 14 K.M. Stone, Aurangabad-Paithan Road, Ramabai V. Dhoot Promoter, Non Executive Director Village: Chittegaon, Taluka: Paithan, Dist.: Aurangabad - 431 105 (Maharashtra) Village: Chavaj, Via Society Area, Taluka & Dist.: Bharuch - 392 002 (Gujarat) Vigyan Nagar, Industrial Area, Opp. RIICO Office, AUDITORS Shahjahanpur, Dist.: Alwar - 301 706 (Rajasthan) KHANDELWAL JAIN & CO. Chartered Accountants BANKERS 12-B, Baldota Bhavan, 117, Maharshi Karve Road, Opp. Churchgate Railway Station, Allahabad Bank Punjab National Bank Mumbai – 400 020 Andhra Bank State Bank of Bikaner & Jaipur Bank of Baroda State Bank of Hyderabad KADAM & CO. Bank of India State Bank of India Chartered Accountants Bank of Maharashtra State Bank of Mysore “Vedant”, 8/9, Viraj Estate, Opp. Tarakpur Bus Stand, Canara Bank State Bank of Patiala Ahmednagar- 414 003 Central Bank of India State Bank of Travancore Corporation Bank Syndicate Bank Dena Bank The Federal Bank Limited ICICI Bank Limited UCO Bank IDBI Bank Limited Union Bank of India COMPANY SECRETARY Indian Bank United Bank of India Indian Overseas Bank Vijaya Bank Vinod Kumar Bohra Oriental Bank of Commerce CONTENTS Notice ....................................................................................................................................................................................... 1 Directors’ Report ...................................................................................................................................................................... 12 Corporate Governance Report ................................................................................................................................................ 20 Management Discussion and Analysis Report ........................................................................................................................... 32 Independent Auditors’ Report .................................................................................................................................................. 38 Balance Sheet ........................................................................................................................................................................... 42 Statement of Profit and Loss .................................................................................................................................................... 43 Cash Flow Statement ............................................................................................................................................................... 44 Notes forming part of the Financial Statements ....................................................................................................................... 45 Consolidated Financial Statements ........................................................................................................................................... 65 Financial Information of Subsidiary Companies ........................................................................................................................ 92 NOTICE NOTICE is hereby given that the Twenty-Fifth Annual General and subsequently classified/appointed as an Independent Meeting of the Members of VIDEOCON INDUSTRIES LIMITED Director within the meaning of the provisions of Section 149 (the “Company”) will be held on Saturday, 27th June, 2015 at the of the Companies Act, 2013, by the Board of Directors of Registered Office of the Company at 14 K.M. Stone, Aurangabad - the Company at their meeting held on 14th August, 2014 to Paithan Road, Village: Chittegaon, Taluka: Paithan, Dist.: Aurangabad - comply with the requirement of newly introduced Companies 431 105 (Maharashtra) at 10.00 a.m. to transact the following business: Act, 2013 and Rules made thereunder, to hold office upto a term of five consecutive years from 14th August, 2014, and in ORDINARY BUSINESS respect of whom the Company has also received a notice in 1. To receive, consider and adopt the Audited Statement of Profit writing from a member under Section 160 of the Companies and Loss for the period ended 31st December, 2014 and the Act, 2013, signifying its intention to propose candidature of Balance Sheet as at that date together with the Reports of the Mr. Anil Joshi for the office of Director of the Company, be Board of Directors and Auditors thereon. and is hereby confirmed/appointed as an Independent Director 2. To declare dividend on preference shares. to hold office upto a term of five consecutive years from 14th August, 2014, not liable to retire by rotation.” 3. To declare dividend on equity shares held by Non-Promoter Shareholders (Public Shareholders). 7. To appoint/confirm Maj. Gen. Sudhir Chintamani Nilkanth Jatar (DIN: 00393605) as an Independent Director, who retires by 4. To appoint Auditors, to fix their remuneration and in this regard rotation at the ensuing Annual General Meeting and, being to consider and if thought fit, to pass the following resolution as eligible, offers himself for re-appointment and in this regard to an Ordinary Resolution: consider and if thought fit, to pass the following resolution as “RESOLVED THAT pursuant to the provisions of Section 139 an Ordinary Resolution: of the Companies Act, 2013 and the Rules made thereunder, “RESOLVED THAT pursuant to the provisions of Sections 149, M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai (Firm 152 and other provisions of the Companies Act, 2013 and the Registration No.105049W) and M/s. Kadam & Co., Chartered Rules made thereunder read with Schedule IV to the Companies Accountants, Ahmednagar (Firm Registration No. 104524W), Act, 2013, Maj. Gen. Sudhir Chintamani Nilkanth Jatar be and are hereby appointed as the Auditors of the Company to (DIN: 00393605), who was originally appointed, by the hold office from the conclusion of this Annual General Meeting i.e. shareholders, as an Independent Director within the meaning the 25th Annual General Meeting until the conclusion of the 28th of Clause 49 of the Listing Agreement entered with the Stock Annual General Meeting (subject to ratification of the appointment Exchanges, liable to retire by rotation, and subsequently classified/ by the Members at every Annual General Meeting held after this appointed as an Independent Director within the meaning of the Annual General Meeting) on such remuneration as shall be fixed by provisions of Section 149 of the Companies Act, 2013, by the the Board of Directors of the Company.” Board of Directors of the Company at their meeting held on SPECIAL BUSINESS 14th August, 2014, to comply with the requirement of newly introduced Companies Act, 2013 and rules made thereunder, 5. To appoint Mrs. Ramabai Venugopal Dhoot (DIN: 02377583), to hold office upto a term of five consecutive years from 14th as a Director at the ensuing Annual General Meeting and in August, 2014, and in respect of whom the Company has also this regard to consider and if thought fit, to pass the following received a notice in writing from a member under Section 160 resolution as an Ordinary Resolution: of the Companies Act, 2013, signifying its intention to propose “RESOLVED THAT pursuant to the provisions of Sections 149, candidature of Maj. Gen. Sudhir Chintamani Nilkanth Jatar for the 152, 160 and such other applicable provisions of the Companies office of Director of the Company, be and is hereby confirmed/ Act, 2013 and the Rules made thereunder Mrs. Ramabai appointed as an Independent Director to hold office upto a term Venugopal Dhoot (DIN: 02377583), who was appointed as an of five consecutive years from 14th August, 2014, not liable to Additional Director on the Board of Directors of the Company retire by rotation.” and who holds office of Director upto the date of ensuing Annual 8. To appoint/confirm Mr. Radheyshyam Dalchand Agarwal (DIN: General Meeting and in respect of whom the Company has 00012594), as an Independent Director, who retires by rotation received a notice in writing under Section 160 of the Companies at the ensuing Annual General Meeting and, being eligible, offers Act, 2013, from a member signifying its intention to propose her himself for re-appointment and in this regard to consider and candidature for the office of Director, be and is hereby appointed if thought fit, to pass the following resolution as an Ordinary as a Director of the Company, liable to retire by rotation.” Resolution: 6. To appoint/confirm Mr. Anil Joshi (DIN: 00019927) as an “RESOLVED THAT pursuant to the provisions of Sections 149, Independent Director at the ensuing Annual General Meeting 152 and other provisions of the Companies Act, 2013 and the and in this regard to consider and if thought fit, to pass the Rules made thereunder read with Schedule IV to the Companies following resolution as an Ordinary